UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



          Date of Report (date of earliest event reported) May 7, 1998


                           Commission File No. 0-18344


                             SOONER HOLDINGS, INC.
       (Exact name of small business issuer as specified in its charter)

            Oklahoma                                             73-1275261
(State or other  jurisdiction of                               (IRS Employer
incorporation  or  organization)                             Identification No.)


 2680 W. I-40  Oklahoma City, Oklahoma                                  73108
(Address of principal executive offices)                              (Zip Code)


                 Issuer's telephone number, including area code:
                                 (405) 236-8332


  ----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Item 2. Acquisition or Disposition of Assets.

        Effective June 1, 1998,  New  Directions  Acquisition  Corp.  (NDAC),  a
wholly owned  subsidiary of Sooner Holdings,  Inc. (the Company),  completed the
acquisition  of the operating  assets and certain  liabilities  of New Direction
Centers  of  America,  L.L.C.  (New  Directions).  These  assets  relate  to the
operation of a community  correction  business in Oklahoma City,  Oklahoma.  The
purchase price for the assets  acquired was the issuance of 1,000,000  shares of
common  stock of the  Company,  $1,000,000  in a note payable (the Note) and the
assumption  of  approximately  $1,464,000  of  liabilities,  which  includes the
mortgage on the real estate.

The  acquisition  of these assets were accounted for as a purchase in accordance
with Accounting  Principles Board Opinion No. 16, with the cost allocated to the
net assets acquired based on their estimated fair values.  The operations of the
New  Directions  business  will be included in the  financial  statements of the
Company from the date of acquisition.

The assets  acquired  include a $227,000  Certificate  of Deposit , the facility
which  the  business  operates  from  which  is  zoned  for  use as a  community
correction center, and all furnishings and fixtures.

        The Note issued to New  Directions  bears interest of 10% per annum with
principal  and  interest  due on June 1, 2001.  New  Directions  is  expected to
distribute the shares of common stock to its members, including the president of
the Company and the new vice president of NDAC,  who previously  managed the New
Directions business.

        With  the  New  Directions  acquisition,  NDAC  assumed  operation  of a
community correction center,  commonly known as a halfway house, which currently
has  approximately 140 beds available but is licensed to provide up to 300 beds.
The  center   operates  under  a  contract  with  the  Oklahoma   Department  of
Corrections,  which provides clients to the center.  The center is a residential
facility  for  adult  female  offenders   transitioning  from  institutional  to
independent  living.  Offenders are eligible for these  programs  based upon the
type of offense committed and behavior while  incarcerated in prison.  Offenders
generally spend the last six months of their sentence in a community corrections
program.  The goal and mission of NDAC's  community  corrections  business is to
reduce  the  likelihood  of an inmate  committing  an offense  after  release by
assisting in the reunification process with family and the community.  Offenders
must be employed, participate in substance abuse programs, submit to random drug
testing,  and pay a fixed  payment to the  government  to offset the cost of the
program.  The Company supervises these activities at its center. The Company has
retained all existing management and employees of the center.

        The  Company's  business  strategy is to become a leading  developer and
manager  of  quality,  privatized  community  correction  facilities,  initially
focusing in Oklahoma.  Management intends on developing its community correction
business by developing facilities or expanding into existing facilities.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Financial Statements

        The following financial  statements of New Direction Centers of America,
L.L.C. are filed as part of this report:


Pro Forma Financial Informat

        Effective  June 1, 1998,  the Company,  acquired  through a wholly owned
subsidiary,  all of the assets of New Direction Centers of America,  L.L.C. (New
Directions) in exchange for 1,000,000  shares of common stock of the Company,  a
note payable of $1,000,000 and the assumption of liabilities of $1,464,000.  The
acquisition was accounted for as a purchase.

        The purchase  price was  allocated to the  tangible and  intangible  net
assets  based on their  fair  values as  follows:  approximately  $1,750,000  to
contract rights acquired, approximately $450,000 to facility land, building, and
equipment,  approximately  227,000 to certificates of deposit, and the remaining
amount of approximately $90,000 to accounts receivable and other assets.

        The following unaudited pro forma combined results of operations for the
year ended  December  31,  1997 and for the short  period  ended  March 31, 1998
assumes  that the  acquisition  had  occurred on January 1, 1997.  The pro forma
combined  results of operations is presented for  information  purposes only, is
based on historical  information,  and does not  necessarily  reflect the actual
results that would have  occurred  nor is it  necessarily  indicative  of future
results of the combined enterprise:


        The following Exhibits are filed as part of this report:

Exhibit           10.13
Description       Agreement of Sale and Purchase of Assets dated March 5, 1998





                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date:  March 15, 2000


                                                        SOONER HOLDINGS, INC.
                                                        --------------------
                                                            (Registrant)



                                            By: R.C. Cunningham II
                                                -----------------------------
                                                R.C. Cunningham II, President
                                                (Chairman of the Board)


The Members
New Direction Centers of America, LLC
Oklahoma City, OK

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

        We have audited the accompanying  balance sheet of New Direction Centers
of America,  LLC as of May 31, 1998,  and the related  statements  of income and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

        We conducted our audit in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position of New  Direction
Centers of America,  LLC as of May 31, 1998,  and the results of its  operations
and cash flows for the year then ended in  conformity  with  generally  accepted
accounting principles.

        The accompanying  financial  statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 8 to the
financial statements, the Company has experienced substantial, continuing losses
since inception. Because of excessive fixed obligations and the inability of the
Company to generate  sufficient cash to sustain  operations,  substantial  doubt
exists as to its ability to continue as a going concern.  Management's  plans in
regard to  addressing  these issues are also  described in Note 8. The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

BUXTON & CLOUD, P.C.

November 17, 1999



                     New Direction Centers of America, LLC
                                 Balance Sheet
                               As of May 31, 1998


                                     ASSETS
Current Assets
  Cash ....................................................         $     7,966
  Certificates of Deposit .................................              40,164
  Accounts Receivable - Contracts .........................              84,946


  Other Current Assets
    Linen Stock ...........................................                 997
    Prepaid Insurance .....................................              10,084
                                                                    -----------
       Total Other Current Assets .........................              11,081
                                                                    -----------

       Total Current Assets ...............................             144,157
                                                                    -----------
Property and Equipment
  Net of Accumulated Depreciation .........................             398,632

Deferred Charges and Intangibles
  Net of Accumulated Amortization .........................             605,232

Certificates of Deposit - Pledged .........................             227,000
                                                                    -----------

       Total Assets .......................................         $ 1,375,021
                                                                    ===========

                        LIABILITIES AND MEMBERS' CAPITAL
Current Liabilities
  Loans Payable - Short Term ..............................         $ 1,064,798
  Accounts Payable ........................................             137,828
  Accrued Payroll .........................................              14,245
  Payroll Taxes Payable ...................................              34,684
  Current Portion of Long Term Debt .......................              10,296
                                                                    -----------
       Total Current Liabilities ..........................           1,261,851

Long Term Debt - less
  current portion above ...................................             584,843
                                                                    -----------

       Total Liabilities ..................................           1,846,694
                                                                    -----------

Members' Capital ..........................................            (471,673)
                                                                    -----------

       Total Liabilities and Capital ......................         $ 1,375,021
                                                                    ===========

        The accompanying notes are an integral part of these statements.


                     New Direction Centers of America, LLC
                             Statement of Operations
                        For the year ended May 31, 1998

Revenues
  Contract Revenues .............................                     $ 918,314
  Private Revenues ..............................                        18,498
                                                                      ---------
    Total Revenue ...............................                       936,812
                                                                      ---------

Cost of Care
  Client Supplies ...............................                         8,955
  Security and Transportation ...................                        28,798
  Care and Feeding ..............................                        85,429
  Personnel Costs ...............................                       422,669
                                                                      ---------
    Total Cost of Care ..........................                       545,851

        Gross Margin ............................                       390,961
                                                                      ---------


Administrative and Maintenance
  Building and Maintenance Costs ................                        95,716
  Administrative Expense ........................                       229,513
  Depreciation & Amortization ...................                        50,724
                                                                      ---------
    Total Administrative and Maintenance ........                       375,953
                                                                      ---------

Income (Loss) from Operations ...................                        15,008
                                                                      ---------

Other Income (Expense)
  Interest Income ...............................                        14,458
  Vending Income ................................                        12,661
  Interest Expense ..............................                      (140,087)
                                                                      ---------
    Net Other Income (Expense) ..................                      (112,968)
                                                                      ---------


Net Income (Loss) ...............................                     $ (97,960)
                                                                      =========

        The accompanying notes are an integral part of these statements.


                     New Direction Centers of America, LLC
                            Statement of Cash Flows
                        For the year ended May 31, 1998

Cash flows from operating activities:

  Net income (loss) ...........................................       $ (97,960)
                                                                      ---------
  Adjustments  to  reconcile  net  income  to
    net  cash  provided  by  operating activities:

    Depreciation and amortization .............................          50,724
    (Increase) decrease in accounts receivable ................          (3,860)
    (Increase) decrease in prepaid expenses ...................            (569)
    (Increase) decrease in inventories ........................            (144)
    (Increase) decrease in other assets .......................            (164)
    Increase (decrease) in accounts payable ...................          89,134
    Increase (decrease) in accrued liabilities ................          27,110
                                                                      ---------

    Total adjustments .........................................         162,231
                                                                      ---------

  Net cash provided (used) by operating activities ............          64,271
                                                                      ---------

Cash flows from investing activities:

  Cash payments for the purchase of property ..................        (131,588)
                                                                      ---------

  Net cash provided (used) by investing activities ............        (131,588)
                                                                      ---------

Cash flows from financing activities:

  Proceeds from issuance of long-term debt ....................          (5,500)
  Net short term borrowings from related parties ..............          94,909
  Net activity on other short term debt .......................         (41,566)
  Principal payments on long-term debt ........................          15,089
  Member withdrawals ..........................................         (11,124)
                                                                      ---------

  Net cash provided (used) by financing activities ............          51,808
                                                                      ---------

Net increase (decrease) in cash and equivalents ...............         (15,509)

Cash and equivalents, beginning ...............................          23,475
                                                                      ---------

Cash and equivalents, ending ..................................       $   7,966
                                                                      =========

  Cash paid for interest expense                                      $ 135,766

           See accountant's report and notes to financial statements.


                     New Direction Centers of America, LLC
                         Notes to Financial Statements
                                  May 31, 1998


1.  Nature of Organization
    ----------------------

        New Direction  Centers of America,  LLC is a limited  liability  company
(LLC) organized under the laws of the State of Oklahoma.  By law, members of the
LLC are not  liable  for  the  debts  of the LLC  except  by  individual  member
agreement on specific debts.

        The LLC is the sole owner of a  corporation,  Horizon Lodges of America,
Inc.  (Horizon).  Horizon  owns the real  estate in which the  company  conducts
business. Horizon is consolidated with the LLC in these statements.

        The LLC operates a pre-release  confinement and counseling facility with
a capacity of 145 inmates. The LLC's primary source of revenue is contracts with
the Department of  Corrections  of the State of Oklahoma.  The LLC also provides
services to individuals and other  organizations on a month-to-month  basis. The
LLC provides  transportation  and security for inmates to and from  work-release
employment.

        Contracts  with the  Department of  Corrections of the State of Oklahoma
are  renewable  annually.  The LLC has no assurance it will  continue to receive
awards of these contracts.

2.  Summary of Significant Accounting Policies
    ------------------------------------------

        Cash
        ----
        The LLC  records  as a  current  asset  cash,  which  is  available  for
operations within the operating cycle of the business.  Certificates of deposit,
which are  pledged as  collateral  on loans and are  therefore  unavailable  for
operations are recorded as a non-current asset.

        Accounts Receivable and Allowance for Doubtful Accounts
        -------------------------------------------------------

        The LLC has  experienced  no  losses  on  accounts  receivable  from its
primary  contracts.  Therefore,  no allowance for doubtful  accounts is recorded
against these contracts.

        The  LLC  does  not  record  accounts   receivable  from  month-to-month
services.  Collection of these accounts is usually in doubt. Therefore,  the LLC
records revenue from these services on the cash basis.

        Property and Equipment
        ----------------------

        Equipment  and  improvements  are recorded at cost when  acquired.  When
equipment and  improvements  are retired,  the cost and  applicable  accumulated
depreciation and  amortization are removed from the respective  accounts and the
resulting gain or loss is recognized.  Maintenance,  repairs, and minor renewals
are charged to expense as incurred.


        Depreciation and Amortization
        -----------------------------

        Equipment and improvements are being  depreciated and amortized over the
estimated  useful lives of the assets.  The building is depreciated  over twenty
years.  Improvements  to the building  are  depreciated  over ten years.  Office
furniture,  computer equipment,  and client furniture are depreciated over three
to ten years. Vehicles are depreciated over three to four years.

        Intangible Assets
        -----------------

        Goodwill was acquired through the purchase of Horizon in 1997.  Goodwill
is amortized  over twenty  years.  The closing costs  associated  with the first
mortgage  on the  building  originated  in 1997 are  amortized  over  twelve and
one-half years.

        Income Taxes
        ------------

        The LLC files as a partnership  for tax purposes.  The tax effect of the
income or loss is recognized at the partner  level.  Therefore,  there is no tax
liability recorded at the LLC level.

        Compensated Absences
        --------------------

        The LLC has not recorded a liability for  compensated  absences in these
financial statements.  Due to a high turnover of personnel,  management believes
any existing liability is not material to the financial statements.

        Principles of Consolidation
        ---------------------------

        The acquisition of Horizon is accounted for as a purchase of assets. The
land and  building are recorded at fair market value as of the date of purchase.
The first  mortgage  and  associated  loan  acquisition  costs are  recorded  at
carrying values,  which reflect fair market value. The difference  between these
amounts  and the book value of the stock on the books of the LLC is  recorded as
goodwill.

        Use of Estimates
        ----------------

        The  preparation  of  these  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.


3.  Property and Equipment
    ----------------------

        Property and Equipment consisted of the following at May 31, 1998:

           Land ................................   $ 120,000
           Building ............................     130,000
           Building Improvements ...............     136,696
           Client Furnishings ..................       6,595
           Vehicles ............................      22,100
           Office and Computer Equipment .......      14,940
                                                   ---------
              Total cost .......................     430,331

              Accumulated Depreciation .........     (31,699)
                                                   ---------
           Net Property and Equipment ..........   $ 398,632
                                                   =========

        Depreciation expense charged for the year totaled $ 17,724.

4.  Deferred Charges and Intangibles
     -------------------------------

        Deferred  charges and intangibles  consisted of the following at May 31,
1998:

           Goodwill originating from purchase of Horizon   $ 611,420
           Loan origination and closing costs from first
             mortgage on Horizon properties ............      30,359
           Organization costs ..........................       1,750
                                                           ---------
           Total cost ..................................     643,529

           Less accumulated amortization ...............     (38,297)
                                                           ---------

           Net deferred charges and intangibles ........   $ 605,232
                                                           =========
           Amortization expense charges for the year totaled $ 33,000.

5.  Notes Payable
    -------------

        Notes payable consisted of the following at May 31, 1998.

        Related Parties
        ---------------

        From a member, unsecured, interest paid at certificate
           of deposit rate when interest is paid on certificates
           (currently 4.5%), no stated maturity                      $  227,000
        From a member, unsecured, non-interest bearing, no
           stated maturity.                                              80,120
        From corporations controlled by a member, unsecured,
           non-interest bearing, no stated maturity.                     82,709
        Payable to a member, unsecured, non-interest bearing,
           no stated maturity.  Originated in transaction
           acquiring Horizon                                             40,000
                                                                      ---------

           Total related party notes                                  $ 429,829
                                                                      ---------

        Banks
        -----
        Line of credit dated March 10, 1997, extended by
          agreement.  Original principal $25,030.
          Interest payable quarterly at 2.00% over New York
          prime (currently 10.50%).  Secured by personal
          guarantees of members.                                         24,829

        First  mortgage on property  owned by Horizon.
           Dated April 10,  1997.  Original principle $625,000.
           One-year renewable note amortized over 12.5 years.
           Interest at 2.00%  over New York prime  (currently
           10.50%).  Payments  due at $7,500 per month
           including  principal and interest.  Secured by Land,
           building,  personal guarantees of three members,
           and  certificates  of deposit  totaling  $227,000.           602,508
                                                                      ---------

           Total Banks                                                  627,337
                                                                      ---------

        Premium Finance agreement originated October 29, 1997,
           original amount $ 21,974.90.  Interest at 12.5%.
           Nine monthly payments of $2,570.58.                            7,632
                                                                      ---------

        Total Notes Payable                                          $1,064,798
                                                                      =========

6.  Long Term Debt
    --------------

        Note payable to an individual dated April 10, 1997.
           Payable at $4,000 per month for one year, and
           $6,000 per month for the following nineteen years.
           Initial principal calculated to be $578,284 at 10.5%
           interest.  Initial terms of payments create negative
           amortization for the first year.  Unsecured except
           by acceleration clause.                                   $  591,634


        Note payable to bank.  Original note dated October 20,
           1995 in the amount of $13,815.  Extended by agreement
           and additional principal of $5,500 advanced on July 20,
           1997.  Payments monthly at $645.00 including principal
           and interest at 11.00%.  Secured by vehicle.                   3,505
                                                                      ---------

        Total long term debt                                            595,139

        Less current portion                                            (10,296)
                                                                      ---------
        Net long term debt                                           $  584,843
                                                                      =========


     Five year maturities of long term debt are:

           1999                                         $ 10,459
           2000                                           11,611
           2001                                           12,891
           2002                                           14,311
           2003                                           15,889
           Future                                        535,277

7.  Related Party Transactions
    --------------------------

        Loans - See note 5.
        -----

        Other
        -----

        The  facility  manager  is a member of an LLC,  which is a member of the
company. In connection with his management services,  he was paid $70,000 during
the  year.  In  addition,  he was paid  other  miscellaneous  minor  amounts  as
reimbursements for expenses he incurred in day-to-day operations.

        A family  member of the  manager  was paid  $15,381 in  connection  with
remodeling and rehabilitation of the facility.

8.  Going Concern
    -------------

        Background
        ----------

        The LLC has experienced  substantial tax and cash losses each year since
inception.  During the year covered by these  financial  statements,  the LLC is
past due on $60,389 of accounts payable, $34,684 of payroll tax liabilities, and
$6,000 of  payments  on long term  debt.  Most  vendors  have  placed the LLC on
cash-on-delivery terms.

        The LLC has  minimum  required  payments  before  operating  expenses or
salaries of approximately $16,500 per month.

        The LLC has average  gross  receipts of $78,000.  Direct  operating  and
maintenance  expenses  (not  including  administrative  expenses and  management
salaries) average $53,500.  Including all expenses,  the LLC has an average cash
loss of $6,200 per month.

        Current  liabilities exceed current assets (after adjustment for pledged
cash and certain member loans) by approximately $501,000.

        An LLC by its nature  cannot  make an  involuntary  capital  call on its
members.

        Without  substantial  capital  contributions  by the  members or another
source of outside funding, the ability of the LLC to continue as a going concern
is in doubt.


        Management Plans
        ----------------

        The  LLC,  as of May 31,  1998,  has  received  verbal  confirmation  of
accreditation  by ACA.  (Formal  accreditation  was received in August of 1998).
This  accreditation will allow the LLC to increase its contract inmate load from
33 inmates to 145 inmates.  (The LLC has a contract for 33 inmates as of May 31,
1998, although the actual population averages  approximately 100 inmates).  This
increase in contract should create substantial additional revenue.

        The LLC is continuing  renovation and rehabilitation of the facility. As
available space is added, the LLC can house more inmates.

9.  Subsequent Events - Sale of Assets
    ----------------------------------

        On June 1,  1998,  the LLC sold all its assets  and  liabilities  to New
Directions Acquisition Corp., a wholly owned subsidiary of Sooner Holdings, Inc.
Sooner Holdings, Inc. is a publicly traded corporation controlled by a member of
the LLC. Terms of the agreement are 1,000,000  shares of Sooner  Holdings,  Inc.
and a  $1,000,000  single pay note due three years from date of sale.  This sale
included the subsidiary Horizon Lodges of America, Inc.

<TABLE>
<CAPTION>

                    SOONER HOLDINGS, INC. AND NEW DIRECTION
                           CENTERS OF AMERICA, L.L.C.
                  Unaudited Pro Forma Statement of Operations
                      For the Year Ended December 31, 1997


                                       Sooner          New                                             Combined
                                      Holdings      Directions       Total                             Pro Forma
                                      December       December       December      Pro Forma            December
                                      31, 1997       31, 1997       31, 1997     Adjustments           31, 1997
<S>                                 <C>            <C>            <C>            <C>                  <C>
                                    -----------    -----------    -----------    -----------          -----------
Revenues:
  Rental .........................   $   432,449    $       -0-    $   432,449                        $   432,449
  Service ........................           -0-        930,996        930,996                            930,996
                                     -----------    -----------    -----------    -----------         -----------
     Total revenues ..............       432,449        930,996      1,363,445                          1,363,445

Operating Expenses:
  Cost of services ...............         1,460            -0-          1,460                              1,460
  General and administrative .....       181,945        897,673      1,079,618                          1,079,618
  Depreciation and amortization ..        60,028         37,860         97,888        195,274   (1)       293,162
                                     -----------    -----------    -----------    -----------         -----------
     Total operating expenses ....       243,433        935,533      1,178,966        195,274           1,374,240
                                     -----------    -----------    -----------    -----------         -----------

Income from operations ...........       189,016         (4,537)       184,479       (195,274)            (10,795)

Interest expense .................      (224,734)      (106,943)      (331,677)      (195,943)  (2)      (527,620)
Other income .....................        43,800         19,360         63,160                             63,160
                                     -----------    -----------    -----------    -----------         -----------

Net income (loss) ................   $     8,082    $   (92,120    $   (84,038)   $  (391,217)        $  (475,255)
                                     ===========    ===========    ===========    ===========         ===========

Net income (loss) per common share   $      (*)                                                       $      (.06)
                                     ===========                                                      ===========

Weighted average common shares
outstanding ......................     7,471,350                                    1,000,000   (3)     8,471,350
                                     ===========                                  ===========         ===========
* less than 1%
</TABLE>
<TABLE>
<CAPTION>


                    SOONER HOLDINGS, INC. AND NEW DIRECTION
                           CENTERS OF AMERICA, L.L.C.
                  Unaudited Pro Forma Statement of Operations
                   For the Three Months Ended March 31, 1998


                                         Sooner          New                                             Combined
                                        Holdings      Directions       Total                             Pro Forma
                                         March          March          March        Pro Forma             March
                                        31, 1998       31, 1998       31, 1998     Adjustments           31, 1998
                                      -----------    -----------    -----------    -----------          -----------
<S>                                   <C>            <C>            <C>            <C>                  <C>
Revenues:
  Rental ..........................   $    71,815    $       -0-    $    71,815                         $    71,815
  Service .........................           -0-        247,127        247,127                             247,127
                                      -----------    -----------    -----------    -----------          -----------
     Total revenues ...............        71,815        247,127        318,942                             318,942

Operating Expenses:
  Cost of services ................           394            -0-            394                                 394
  General and administrative ......        29,438        214,952        244,390                             244,390
  Depreciation and amortization ...        15,513         12,653         28,166         84,814    (1)       112,980
                                      -----------    -----------    -----------    -----------          -----------
     Total operating expenses .....        45,345        227,605        272,950         84,814              357,764
                                      -----------    -----------    -----------    -----------          -----------

Income from operations ............        26,470         19,522         45,992        (84,814)             (38,822)

Interest expense ..................       (55,344)       (35,313)       (90,657)       (90,889)   (2)      (181,546)
Other income ......................         1,210          6,770          7,980                               7,980
                                      -----------    -----------    -----------    -----------          -----------

Net loss ..........................   $   (27,664)   $    (9,021)   $   (36,685)   $  (175,703)         $  (212,388)
                                      ===========    ===========    ===========    ===========          ===========

Net income  (loss) per common share   $       (*)                                                       $      (.03)
                                      ===========                                                       ===========
Weighted average common shares
outstanding .......................     7,471,350                                    1,000,000    (3)     8,471,350
                                      ===========                                  ===========          ===========

* less than 1%
</TABLE>


                    NOTES TO PRO FORMA FINANCIAL STATEMENTS


(1) To reflect the increase in goodwill amortization  expenses  ($1,750,000/108)
on a straight-line basis over nine years resulting from the acquisition.

(2) To reflect the increase in interest expense ($1,000,000 x .10/12) due to the
issuance  of a note  payable in the  acquisition  bearing a 10% annual  interest
rate.

(3) To adjust for the  1,000,000  shares of Sooner  common  stock  issued in the
acquisition of New Directions.


                    AGREEMENT OF SALE AND PURCHASE OF ASSETS

        This  Agreement  dated  March 5, 1998 is by and  between  New  Direction
Centers of America,  L.L.C., and Horizon Lodges of America, Inc. "SELLER" and ND
Acquisition  Corp.,  Inc.,  'BUYER' for the sale of all the assets and specified
liabilities of Seller in exchange for a promissory  note and mortgage and Common
Stock of Sooner Holdings, Inc. and other consideration.

                                       I.

                              PROPERTY TO BE SOLD
                              -------------------

        1.01 Sale and  Purchase.  Seller  agrees to sell and convey to Buyer and
Buyer agrees to purchase and accept from Seller for the price and subject to the
terms herein set forth, the following:

        (a) All of Seller's  right,  title and interest in that certain tract of
land and its appurtenances in Oklahoma County, Oklahoma,  described on Exhibit A
attached (the "Land").

        (b) The improvements on the Land which consist of the Property  formerly
used  as  a  motel  and  now  commonly  known  as  New  Direction  Centers  (The
"Facility");

        (c)  All  furniture,   carpeting,   draperies,   appliances,   supplies,
inventory,  fixtures,  equipment,  and any  other  items  of  personal  property
presently in used or owned by Seller or located on the  Facility;  a schedule of
substantially  all of the  more  significant  (in a  monetary  sense)  items  of
Personalty  is  attached  as  Exhibit  B, which  schedule  shall be updated  and
completed as to all items of Personalty as of the Closing Date;

        (d) Seller's  interest in all leases,  service,  supply and  maintenance
contracts (the "Contracts") relating to the Property of Personalty. Exhibit C

        (e) All right, title and interest of Seller, to all licenses and permits
(the  "Licenses  and Permits") of the business  currently  held and required for
operation of New  Directions  as a facility of the  Department  of  Corrections,
State of Oklahoma; Exhibit D

        (f) All right,  title and interest of Seller,  in and to all  warranties
(the "Warranties") applicable to the Property or Personalty;

        (g) All  contracts  choses  in  action,  accounts  receivable  and other
intangibles described in Exhibit E. ("Intangibles")

        The items described in  subparagraphs  (a) through (f) are  collectively
called the "Property"

        (h)  Plaintiffs'  dismissal  with prejudice as to all Defendants of Case
No.  CJ-98-1344-61  in the  District  Court of Oklahoma  County,  Oklahoma and a
common law  release of all  asserted  causes of action or causes of action  that
could be asserted by Plaintiffs against any of the Defendants.

                                       II

                                 CONSIDERATION
                                 -------------

        2.01 Purchase Price. The purchase price ("Purchase Price") to be paid by
Buyer to Seller for the sale and conveyance of the Property shall be:

        (a) The  transfer  of ONE  MILLION  SHARES  OF  COMMON  STOCK of  Sooner
Holdings, Inc., described in Exhibit C, attached (the "Stock"), as consideration
for the Property  Transfer  shall be made by duly  executed  conveyances  of the
Stock at the closing of the  transaction.  ("Closing").  One  Million  Shares of
Common Stock represents 8% of the issued and outstanding  Common Stock of Sooner
Holdings,   Inc.  The  Common  Stock  shall  be  limited  by  anti-dilution  and
pre-emptive voting rights clauses approved by the Board of Sooner Holdings Inc.

        (b)  One  Million  dollars  ($1,000,000)  payable  by  the  terms  of  a
promissory  note held by Ron Alexander for New Direction  Centers of America and
L.L.C.,  from  Buyer to  Seller,  payable  on the  first  day of the 36th  month
following  the  Closing  Date of this  Agreement.  The note  shall  bear  simple
interest  at the rate of 10% per annum.  The note shall be secured by a mortgage
on the Land and Facility and a security interest in the Personalty, Licenses and
Permits, Accounts Receivables,  Intangibles, Warranties and all other assets now
owned by Seller or hereafter required by Buyer.

        Assumption of all  liabilities  of Seller and releases of liability from
First Enterprise Bank on the guarantees of David Talbot and Ron Alexander.

        (d) Buyer's  governing Board,  until the note to Seller is paid in full,
shall consist of only the following  persons:  Fauista  Bish,  R.C.  Cunningham,
Robert Graham, Jim Helm and French Hickman.  If any of the named members resign,
the remaining members shall elect a replacement member.

        (e) Buyer's By-Lays shall be amended,  effective at Closing,  to provide
for the governing Board listed in paragraph  2.01(d);  The Amended By-Laws shall
further  provide  that the Board  shall  have  exclusive  authority  to make all
decisions of Buyer until the note to Seller is paid in full.

        2.02 Earnest  Money.  Within two (2) business  days of the execution and
delivery of a fully  executed copy of this Agreement to be held by New Direction
Centers,  the sum of Twenty-Five  Thousand and No/100 Dollars  (25,000.00)  (the
"Earnest Money") by wire transfer of immediately  available funds or in the form
of a  cashier's  check  drawn on a bank  satisfactory  to  Seller  and the Title
Company,  which amount shall  constitute  earnest  money to be held by the Title
Company subject to the terms and provisions hereof.

                                      III

                                   INSPECTION
                                   ----------

        3.01  Inspection  Period.  During the period (the  "Inspection  Period")
commencing on the date of execution of this Agreement and ending at 5:00 p.m. on
the 17th day of March,  1998, Buyer, its authorized  agents or  representatives,
shall be entitled to enter upon the Property at all reasonable  times during the
normal  business hours to conduct  reasonably  necessary  inspections and tests.
Buyer shall notify  Seller in writing of its  intention or the  intention of its
agents or  representatives to enter the Property at least twenty-four (24) hours
prior to such intended  entry.  Buyer shall bear the cost of all inspections and
tests.

        3.02  Document  Review.  Seller  agrees to allow Buyer,  its  authorized
agents  or  representatives,  to  inspect  and  make  copies  of all  employment
agreements, assessments (special or otherwise), ad valorem and personal property
tax  bills,  statements,   utility  bills,  building  permits,  certificates  or
occupancy,  notices or correspondence from governmental entities with respect to
the  Property,   books,   records,   operating  statements  (income  statements,
statements  of cash flow and balance  sheets  relating to the  operation  of the
Property),  contracts, files and related items (collectively,  the "Documents"),
which are in Seller's possession.  Seller shall make available to Buyer one copy
of the following listed items:

        (a) Operating  statements  for the Property for the past three (3) years
and for the year-to-date:

        (b)  Copies of all  invoices,  or  summaries  thereof if there is not an
invoice,  for all repair,  replacement and maintenance work done on or about the
Property  over the last two (2) years  where the  aggregate  cost of the item of
work exceeded $1,000.00;

        (c)  To  the  extent  available,  complete  architectural,   structural,
mechanical and electrical  "as-built" plans and specifications for the Property,
together with copies of the building permit and Certificates of Occupancy;

        (d)     To the extent available, a plot plan and all existing surveys;

        (e) To the  extent  available,  copies  of all  technical,  engineering,
environmental and other reports and studies in Seller's  possession or under its
control covering the condition of the Property;

        (f) To the extent  available,  copies of all tax bills applicable to the
Property for the  immediately  preceding  three years,  along with a copy of the
valuation placed on the Property for the current year;

        (g)  Copies  of  all  Contracts,  Licenses  and  Permits  affecting  the
Property;

        (h) Copies of all Warranties applicable to the Property; and

        (i) Copies of the existing insurance policies covering the Property.

Buyer  agrees  and   acknowledges   that  the  Documents  are   proprietary  and
confidential in nature. Buyer agrees not to disclose the Documents or any of the
provisions,  terms or  conditions  thereof,  to any  party  outside  of  Buyer's
organization,  except to: (i) agents or  consultants  engaged by Buyer to assist
Buyer in its  evaluation  of the Property and its  contemplated  purchase of the
same and (ii) Buyer's investors or prospective  investors and Buyer's lenders or
prospective  lenders.  Buyer shall return to Seller all of the Documents and any
and all  copies  Buyer has made of the  Documents  within ten (10) days from the
date this Agreement shall have terminated for any reason.

        3.03 Inspection  Obligations,  Buyer and its agents and  representatives
shall:(a)  not injure or  otherwise  cause  bodily barn to Seller,  its manager,
agents.  contractors  and  employees  or  property;  (b) not permit any liens to
attach to the Land by reason of the  exercise of its rights  hereunder;  and (c)
restore  the  surface of the Land to the  condition  in which the same was found
before any such inspection or tests were  undertaken.  Buyer shall indemnify and
hold  Seller  harmless  from and against  any and all liens,  claims,  causes of
action. and expenses (including  reasonable  attorneys' fees) arising out of (i)
any  violation of the  provisions  of this Section 3.03 or (ii) any tests and/or
inspections  performed  by Buyer,  its  authorized  agents  or  representatives,
pursuant to the provision of Section 3.01 of this Agreement  Notwithstanding any
provision of this  Agreement,  no  termination  hereof shall  terminate  Buyer's
obligations  pursuant to this Section 3.03 it being agreed that such obligations
shall  survive  the  termination  of  this  Agreement  or the  Closing,  and the
limitation  of damages as set forth in Section 5.01 shall not be  applicable  to
any cause of action arising pursuant to this Section 3.03.

        3.04  Negotiation of Closing  Documents,  During the Inspection  Period.
Seller and Buyer,  and their respective  counsel,  shall negotiate in good faith
the form and  substance of the  documents  to be executed  and  delivered at the
Closing (the "Closing  Document"),  including,  but not limited to, the warranty
deed to the Land the note and mortgage and security agreement. the Bill of Sale,
and the affidavit described in Section 6.02 (b)(iv). All Closing Documents shall
be in a form consistent with the provisions of this Agreement.

                                       IV

                                     TITLE
                                     -----

        4.01 Title Commitment.  Seller shall, at Seller's sole cost and expense,
within  fifteen  (15) days from the  execution  of this  Agreement,  cause to be
furnished  to Seller  from the  Title  Company a title  commitment  (the  "Title
Commitment"),  specifying Seller as the record owner of. the Land and evidencing
the  agreement  of the Tide  Company  to issue to  Buyer at  Closing  policy  of
title-insurance  (the "Title Policy") in the amount of the Purchase Price on the
standard form promulgated by the applicable  governing  authority under the laws
of the State of  Oklahoma,  which shall insure  Buyer's  title to the Land to be
good and  indefeasible  subject to the terms of the  policy  and the  Schedule B
exceptions;  and (b) a photocopy of all documents (the "Title Documents") listed
as title  exceptions on the Title  Commitment.  As used herein,  the term "Title
Objection  Period"  shall mean a period  commencing  on the first day  following
Sellers  delivery  to Buyer of the later to be  received  of the  Survey,  Title
Commitment and Title Documents and ending ten (10) days thereafter,  All matters
shown on the Survey and exceptions  listed in the Title Commitment which are not
objected to by Buyer by delivery  of written  notice to Seller  within the Title
Objection  Period shall be  conclusively  deemed to be  acceptable  to Buyer and
Buyer may not  thereafter  refuse to consummate the sale or claim any failure of
Seller of its obligations  under this Agreement  solely because of such matters.
In the event Buyer timely objects in writing during the Title  Objection  Period
to any title exception or Survey matter,  Seller may, but shall not be obligated
to. cure such objection (the "Title Objection"); provided, however, if Seller is
able and willing to eliminate or modify such objectionable  items.  Seller shall
notify Buyer in writing  within five (5) days  following  the  expiration of the
Title  Objection  Period  (Seller's  Notice  Period") of such facts (said notice
hereinafter  called  "Seller's  Title Notice") in which case the  elimination or
modification  by Seller of the Title  Objections  shall be complete on or before
the Closing Date.  Seller shall cure any title exception created by Seller after
the  execution  date of this  Agreement.  In the event  Seller  does not deliver
Seller's  Title Notice to Buyer within  Buyer's  Notice  Period,  Buyer shall be
deemed (a) to be notified  that Seller is unable or  unwilling to cure the Title
Objections and (b) to have waived the Title  Objections,  unless within five (5)
days  following the  expiration of Seller's  Notice  Period,  Buyer  delivers to
Seller written  notice  terminating  this  Agreement.  Notwithstanding  anything
herein to the  contrary,  in the event  that  Buyer's  right to  terminate  this
Agreement  pursuant to any  provision of this Section 4.01 has not expired prior
thereto,  it shall expire upon expiration of the Inspection  Period.  As used in
this Agreement,  the term, "Permitted  Exceptions" shall mean all matters either
shown on the Survey or listed in the Title Commitment as to which Buyer does not
raise a Title Objection  within the Title objection  Period or, having objected,
Buyer waives in  accordance  with the  provisions  of this Section  4.01. In the
event of termination of this  Agreement  pursuant to this Section 4.01,  neither
party shall have any further rights or obligations hereunder.

                                       V

                                    REMEDIES
                                    --------

        5.01  Seller's  Remedies.  In the  event  Buyer  fails  to  perform  its
obligations  pursuant to this  Agreement  either  prior to or at Closing for any
reason except the termination hereof by Seller pursuant to a right granted to it
hereunder or the failure by Seller to perform its obligations hereunder,  Seller
shall be entitled as its sole and exclusive  remedy to terminate  this Agreement
(Subject to any other provisions  hereof that expressly  survive the termination
of this Agreement) by giving Buyer written notice thereof and retain the Earnest
Money as  liquidated  damages and not as penalty,  in full  satisfaction  of its
claims  against Buyer  hereunder.  Seller and Buyer agree that Seller's  damages
resulting from Buyer's default are difficult,  if not impossible,  to determine,
and the Earnest  Money is a fair estimate of those damages which has been agreed
to in an effort to cause the amount of damages to be certain.

        5.02 Buyer's Remedies. In the event Seller fails or is unable to perform
its obligations pursuant to this Agreement either prior to or at Closing for any
reason except the termination hereof by Seller pursuant to a right granted to it
hereunder or the failure by Buyer to perform its  obligations  hereunder,  Buyer
may (a) terminate  this Agreement by giving Seller timely written notice of such
election  prior to or at Closing and this  Agreement  shall be terminated in all
respects, subject to any other provisions that expressly survive the termination
hereof,  and the Earnest Money shall be promptly  refunded to Buyer or, (b) seek
specific performance of Seller's obligations under this Agreement.

        5.03 Attorney's  Fees. In the event,  either party is required to employ
an attorney  because of the other party's  default,  then the  defaulting  party
shall pay the nondefaulting  party's  reasonable  attorneys fees incurred in the
enforcement  of  this  Agreement.   The  provisions  hereof  shall  survive  the
termination hereof or Closing.

                                       VI

                                    CLOSING
                                    -------

        6.01  Closing  Date.  The Closing  shall be held at the Title  Company's
offices on March 18,  1998 at 3:00 p.m.  ("Closing  Date") or such other date or
location as mutually agreed in writing by Seller and Buyer.

        6.02    Closing Matters.

        (a)     At Closing, Seller shall:

        (i) Cause the Title Company to modify (by  interlineation  or otherwise)
the Title Commitment,  thereby indicating the commitment of the Title Company to
issue to Buyer  the Title  Policy,  subject  to the  Permitted  Exceptions,  the
standard  printed  exceptions  in the usual  form of the Title  Policy,  and the
exceptions reflected in the Survey;

        (ii) Deliver  originals (or true are and correct copies if the originals
are not available) of all Contracts affecting the Property.

        (iii)  Deliver  possession  of the  Property  and  deliver  keys  to the
Property and every lock thereon.

        (iv) To the extent  available,  deliver  originals  of all  Licenses and
Permits issued by appropriate  governmental  authorities  and utility  companies
relating to the Property;

        (b) At  Closing,  Seller  shall  execute,  acknowledge  and  deliver the
following documents:

        (i) A Warranty Deed conveying all Seller's right,  title and interest in
the Land to Buyer.

through the date  preceding  the Closing  Date.  Seller shall file all necessary
returns and petitions  required under state and local law so as to release Buyer
prior to or after Closing from any transferee liability with respect to any such
Sales Taxes.  Seller shall, within fifteen (15) days following the Closing Date,
file its final  returns  and pay all of the Sales  Taxes  due  through  the date
preceding the Closing Date.

        (c)     At Closing, Buyer shall:

        (i)  Deliver  to the Seller  duly  executed  shares of the Common  Stock
provided to be transferred under paragraph 2.

        (ii) Execute and acknowledge the note, mortgage and security agreement.

        (iii) A certificate  of adoption of amended  by-laws of Buyer  providing
that the  governing  Board of  Buyer,  until  the note to Seller is paid in full
shall be and remain  constituted  as  described  in  paragraph  2.01 (d) of this
Agreement.

        (iv) Execute and  acknowledge  the Bill of Sale (thereby  agreeing to be
bound by provisions thereof);

        (v) Execute and  acknowledge  releases  of  Seller's  liability  and the
liability  of any of its  members  from any of the debts or  guarantees  made by
Seller.

        (vi) Execute,  acknowledge and deliver to Seller the Assignment (thereby
agreeing to be hound by the provisions thereof);

        (vii)  Execute and deliver  such other  documents  as may be  reasonably
required  by  Seller  or  the  Title  Company,   including  evidence  reasonably
satisfactory  to  Seller  and the  Title  Company  that the  person  or  persons
executing the Closing Documents for Seller have full right,  power and authority
to do so

        (viii)  Certificate of resolution of Sooner Holdings,  Inc.  authorizing
the transfer of its Common Stock with the provisions  required by paragraph 2.01
of this Agreement.

        (d) At closing all prepaid expenses and obligations under Contacts which
are assigned to Buyer and accrued expenses with respect to the Property shall be
prorated as of the Closing  Date.  Ad valorem  taxes (real and personal) for the
year of Closing  shall be paid by Buyer.  All utility  deposits or deposits with
otter companies on behalf of Seller shall be returned to and retained by Seller.
All utility  meters  shall be read on the date prior to the Closing Date and all
utilities  thereafter  used shall be paid for by Buyer.  The  provisions of this
subsection (d) shall survive Closing.

        (e) Seller shall be entitled to all sums due to or earned by Seller with
respect to the Property  which accrued or were earned prior to the Closing Date.
In the event that through  inadvertency  or  otherwise,  Seller  should  receive
payment of sums due to or earned by Seller with

        (ii) A bill of sale  (the  "Bill of  Sale")  conveying  the  Personally,
subject  only to  personal  property  taxes  for the  year  of  Closing  and the
Permitted Exceptions, as applicable;

        (iii) An assignment  and  assumption  agreement  (the  "Assignment")  of
Seller's interest in and to any and all Contracts,  Licenses and Permits (to the
extent assignable and to the extent Buyer agrees to accept the assignment of any
specific  Contract,  License  or  Permit  in  accordance  with the terms of this
Agreement),  subject to the  Permitted  Exceptions,  and whereby  Buyer  assumes
Seller's obligations under the Contacts:

        (iv) All right,  title and  interest  of Seller,  if any,  in and to all
warranties (the "Warranties") applicable to the Facility or Personalty, but only
to the extent transferable.

        (v) An  affidavit  stating  that Seller is not a foreign  person as that
term is defined in Section 1445 of the Internal Revenue Code of 1986 as amended,
which affidavit shall contain Seller's tax identification number;

        (vi)  Certificates  of such  resolutions  in form and  content as Buyer.
Buyer's lender or the Title Company may reasonably request  evidencing  Seller's
existence,  power and authority to enter into and execute this  Agreement and to
consummate the transactions contemplated hereby:

        (vii) Written representation signed by each of the members of Seller and
acknowledged that they,  individually and jointly ratify this Agreement and that
they waive any rights any of them nay have that are inconsistent  with the terms
of this Agreement. (Exhibit F)

        (viii) A closing  statement  setting  forth the  Purchase  Price and all
credits.  adjustments and prorations  between Seller and Buyer, and the net cash
to close due from Buyer;

        (ix)  Certificate(s)/registrations(s)  of title (if any) to any vehicles
owned by Seller and used in connection with the Property;

        (x) Withdrawal of fictitious  name in form and substance  acceptable for
recordation with the applicable governmental offices;

        (xi) Such otter documents as may be reasonably  required by Buyer or the
Title Company; and

        (xii)  Certificate(s)  under seal, issued by the appropriate official of
the state and any other  governmental  authority  having  jurisdiction  thereof,
reflecting  that Seller (or the management  company,  as may be applicable)  has
paid all required  sales taxes,  use taxes and state  unemployment  compensation
contributions  or other taxes required of its as an employer with respect to the
Property  (including  any  penalties  and  interest  due   thereon)(collectively
referred  to as "Sales  Taxes")  through the Closing  Date,  If Seller  fails to
deliver such  certificate,  or if such certificate is dated prior to the Closing
Date, a portion of the Purchase Price  sufficient to pay all  outstanding  Sales
Taxes shall be  escrowed  with the Title  Company  until such time as Seller has
filed its final returns and delivered updated  certificates  confirming  payment
has been made respect to the Property  which accrued or were earned prior to the
Closing  Date,  Seller  agrees  to  promptly  pay such sums to the  Buyer.  This
subsection (e) shal survive the closing of this transaction.

        (f) All  amounts  paid  or  payable  under  service  contracts,  license
agreements,  advertising agreements, reservation agreements, leases, maintenance
contracts and other  accounts  payable  incurred  prior to and for the period of
time prior to the Closing  Date,  shall be assumed by Buyer and Seller  shall be
held harmless and indemnified therefore by Buyer. Buyer shall be responsible for
amounts due and payable under service  contacts,  management  contracts,  leases
maintenance  contract  and other  accounts  payable with respect to the Property
incurred  prior to and also after the Closing Date.  This  subsection  (f) shall
survive the closing of this transaction.

        6.03 Closing Costs,  Any escrow fee or other expenses or charges charged
by the Title  Company  shall be paid by Buyer.  Buyer shall pay the cost for the
Title  Policy  and the cost of the  Survey.  Buyer  shall  pay the  costs of all
inspections or tests  undertaken by Buyer.  Buyer shall pay all costs associated
with financing the acquisition of the Property. All other costs shall be paid by
Buyer at closing. Except as otherwise provided in Section 5.03, each party shall
be responsible for the payment of its own attorney's fees incurred in connection
with the transaction which is the subject of this Agreement.

        6.04 Real Estate  Commission.  Seller and Buyer represent and warrant to
each other that, no broker, finder or auctioneer was instrumental in submitting,
showing,  or selling the  Property  to Buyer.  Seller  hereby  agrees to defend.
indemnify. and hold harmless Buyer, and Buyer hereby agrees to defend indemnify,
and hold  harmless  Seller  from and  against  any  claim by third  parties  for
brokerage,  commission,  finders or other fees relative to this Agreement or the
sale of the Property, and alleged to be due by authorization of the indemnifying
party,  and any court costs.  attorneys' fees or other costs or expenses arising
therefrom.  The  indemnification  provisions  of this Section  shall survive the
termination hereof or the Closing.

        6.05  Sales  Tax.  All sales  tax,  if any,  resulting  from the sale of
property, shall be paid by Buyer.

                                      VII

                                  RISK OF LOSS
                                  ------------

        7.01 Risk of Loss.  Until  Closing.  Seller alone shall bear the risk of
loss should  there be damage to any of the  Property  by fire or other  casualty
which  occur  after the  Effective  Date  (collectively  "Casualty").  After the
execution of this  Agreement and prior to the Closing any of the Property  shall
be damaged by fire or other  casualty,  Seller shall  promptly  deliver to Buyer
written notice ("Casualty Loss Notice") of such casualty.

        7.02 Material  Loss. If prior to the Closing there shall occur damage to
the Property  caused by fire or other  casualty which would cost $25,000 or more
to repair, then in any such event, Buyer may, at its option,  elect to terminate
this  Agreement by written  notice to Seller  within  twenty (20) days after the
date of Seller's notice to Buyer of the casualty or at the Closing, whichever is
earlier,  in which case the  Earnest  Money  shall be  delivered  to Buyer,  and
neither party shall have any further rights or obligations hereunder, other than
as set forth  herein  with  respect  to rights  and  obligations  which  survive
termination.  If Buyer  fails to timely  make its  election  to  terminate  this
Agreement,  then the  Closing  shall  take  place  as  provided  herein  without
reduction of the Purchase Price (except that the Purchase Price shall be reduced
by the amount of any deductible on Seller's insurance policies). and there shall
be  assigned  to Buyer at the  Closing  all  interest  of  Seller  in and to any
casualty  insurance  proceeds  which may be  payable to Seller an account of any
such  occurrence  and the  Purchase  Price shall be reduced by the amount of any
deductible on Seller's insurance policies.

        7.03 Nonmaterial  Loss. If prior to the Closing there shall occur damage
to the  Property  caused by fire or other  casualty  which  would cost less than
$25000 to repair, then in any such event, Buyer shall have no right to terminate
this Agreement,  but there shall be assigned to Buyer at Closing all interest of
Seller in and to any casualty  insurance proceeds which may be payable to Seller
an account of any such occurrence.

                                      VIII

                          OPERATIONS PRIOR TO CLOSING
                          ---------------------------

        8.01 Maintenance of Business.  Seller agrees that, from the execution of
this  Agreement to the Closing  Date it will:  (i) manage and operate the assets
comprising  the Property only in the ordinary and usual manner so as to maintain
the good will it now enjoys and use all reasonable efforts to keep available the
services of its present  employees;  and  preserve  its  relations  with guests,
patrons, suppliers,  customers and others having business dealings with it; (ii)
maintain the Property and Personalty in good repair,  order and  condition,  and
permit no further damage or  deterioration  other than may occur in the ordinary
course of operation of the Property and  Personalty;  (iii) not remove or permit
to be removed from the Land any of the buildings or structures  constituting the
Property  without the prior written consent of Buyer;  (iv) not remove or permit
to  be  removed  from  the  Land  or  Property  any  of  the  personal  property
constituting  any of the Personalty  (unless replaced with an item of comparable
value) other than those consumables expended in the ordinary course of business,
which  consumables  shall be  replenished  to meet normal  consumable  inventory
quantities;  (v) not  file,  transfer,  convey,  lease,  mortgage  or  otherwise
encumber the Land or Personalty,  it being expressly  agreed that all mortgages,
deeds of trust,  financing agreements and other financial encumbrances affecting
the Land and  Personalty  shall be paid in full at Closing  unless the liability
therefor is assumed by Buyer; (vi) not grant any.  licenses,  easements or other
uses or enter into any contractual agreements affecting the Property.  (vii) not
make  any  commitment  or  incur  any  liability  to any  labor  union,  through
negotiations or otherwise;  (vii) not materially  alter,  cancel or amend any of
the Contracts  except as approved by Buyer in writing prior to such  alteration,
cancellation  or amendment;  (viii) not enter into or renew any of the Contracts
affecting the  management,  operation,  franchise or  maintenance  of the assets
constituting  the Property  without  prior  written  consent of Buyer;  (ix) not
suffer or permit  any  default  to exist or occur  under the terms of any of the
Contracts; (x) enforce the provisions of the Contacts, but shall take no written
action  against any party  thereto based on a default  thereunder  without first
obtaining  the written  approval  of Buyer;  and (xi) fully  cooperate  with all
reasonable  requests  of Buyer to  accomplish  transfer  and  assignment  of all
Licenses and Permits.

        8.02  Maintenance  of  Insurance.  Seller  shall  keep in full force and
effect  through the Closing  Date such  insurance  policies as are  currently in
effect covering or in any way pertaining to each and all of the insurable assets
comprising the Property.

        8.03 Operating Supplies. At the Closing, normal operating supplies shall
be on hand at the Property for Buyer's use.

        8.04  Survival.  The  foregoing  agreements  of Seller shall survive the
Closing for a period of one year following the Closing Date.

                                       IX

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

        9.01 Seller's  Representations and Warranties.  Seller hereby represents
and warrants to Buyer the following:

        (a) Due  Diligence  Deliveries.  To Seller's  knowledge,  the  Documents
delivered or made available to Buyer by Seller  pursuant to Section 3.02 of this
Agreement are true. accurate and complete in all material respects.

        (b) Compliance with Laws. To Sellers knowledge,  Seller has not received
any written  notice that the  construction  or use of the Property  will or does
violate any  applicable  laws or any  restrictive  covenant or deed  restriction
affecting the Property.

        (c) Foreign Status.  Seller is not a "foreign person" within the meaning
of Sections 1445 and 1701 of the Internal Revenue Code of 1986, as amended.

        (d) Authority.  Seller is a corporation  organized and validly  existing
under the laws of the State of  Oklahoma.  Seller has the full  legal  right and
power and all authority and approval  required to enter into execute and deliver
this Agreement and all other agreements  contemplated by this Agreement.  and to
perform  fully its  obligations  under this  Agreement  and all other  agreement
contemplated  by  this  Agreement.  This  Agreement  and  all  other  agreements
contemplated  by this Agreement have been or will be duly executed and delivered
and are or will be upon  execution the valid and binding  obligations  of Seller
enforceable  in accordance  with their terms except as such  enforcement  may be
limited by  bankruptcy,  insolvency,  moratorium or other similar laws affecting
creditors'  rights generally or by the principles  governing the availability of
equitable remedies.

        (e) Litigation.  To Seller's knowledge,  Seller has not been served with
any   lawsuits   presently   pending   affecting   the   Property   except  Case
No.CJ-98-1344-61  filed in the District  Court of Oklahoma  County,  Oklahoma by
David Talbot and others.  As a condition of this Agreement and upon execution of
this  Agreement,  Seller will cause Plaintiff to dismiss the case with prejudice
and furnish to all parties a common law release of all asserted  cause of action
or causes of action which could have been asserted by Plaintiffs  against any of
the Defendants.

        (f) Material  Compliance.  To Seller's knowledge,  Seller is in material
compliance with all of its material  obligations  under the Contracts,  Licenses
and Permits.

        (g)  Contracts.  To  Seller's  knowledge,  as of the  Closing,  the only
Contracts in effect at the Property will be those which Buyer is assume.

        (h) No Rights to  Purchase.  No person or entity  has or on the  Closing
Date  shall  have any right or  option  to  acquire  all or any  portion  of the
Property, other than Buyer.

        (i) Easements. To Seller's knowledge, here are no pending street changes
which would widen the streets  contiguous to the Property or alter access and/or
routes in the immediate vicinity of the Property.

        (j)  Hazardous  Material.   To  Seller's  knowledge,   but  without  any
investigation of any kind whatsoever,  except as disclosed to Buyer by Seller in
writing,  neither  Seller  nor any  previous  owner of the  Property  has  used,
generated,  processed, stored, disposed of, released or discharged any Hazardous
Substances (defined below) on, under or about the Property other than negligible
quantities  of  any  Hazardous  Substances  typically  contained  in  commercial
cleaning  and  construction  products  which have been used and  disposed  of in
accordance with all applicable laws. As used herein, "Hazardous Substance" shall
mean all substances (including, without limitation, asbestos) which are included
under or regulated by any Environmental Law.

        (k) Taxes. To Seller's knowledge,  Seller has paid, or will have paid at
Closing,  all accrued  sales,  and other taxes relating to the Property prior to
their delinquency and will pay all such taxes attributable to Seller's ownership
of the Property.

        (l)  Material  Change.  Seller  shall  immediately  notify  Buyer of any
material chance with respect to the Property  occurring after the Effective Date
and on or prior to the Closing Date.

        (m) Title/Liens. Seller is the rightful owner and holder of the Land and
the sole Owner of the Property free and clear of any and all liens, encumbrances
and restrictions of any kind,  except the Permitted  Exceptions and any mortgage
to be assumed by Buyer. ("Liabilities").

        (n)  Employee  Benefit  Plans and  Employment  Matters.  Seller does not
maintain or contribute to any employee  benefit  plans,  as defined in Section 3
(3) of the  Employee  Retirement  Income  Security Act of 1974,  as amended.  To
Seller's  knowledge,  there are no employees of Seller or any management company
at the  Property  or  otherwise  who, by reason of any legal  requirement  or by
reason of any union or other employment contract,  written or otherwise,  or any
other  reason  whatsoever,  would  become  employees or Buyer as a result of the
purchase of the Property by Buyer.

        (o) Insurance  Policies.  Seller has maintained all requisite  insurance
coverage on the  Property,  and any and all such  policies are currently in full
force and effect,  Seller has received no written notice from any insurer of the
Property or any portion thereof, with respect to any portion of the Property, or
by any board of fire underwriters (or other body exercising  similar  functions)
requesting  the  performance  of any repairs,  alterations  or other work on the
Property.

        (p) Fictitious  Name Filings.  Except as disclosed to Buyer,  Seller has
not filed any fictitious name filings or registrations with respect to any names
used in connection  with the  Property.  This  includes,  but is not limited to,
names used in connection with any restaurants,  lounges, bars. or any portion of
the Property.

        (q) License Agreement. The License Agreement is in full force and effect
as of the date hereof, has not been modified or amended,  as Seller has received
no written notice that it is in default thereunder.

The foregoing  representations  and warranties shall be deemed to be repeated by
Seller on the  Closing  Date and shall  survive  the Closing for a period of one
year following the Closing Date. As used in this  Agreement the words  "Seller's
knowledge"  or words or  similar  import  shall be deemed to mean,  and shall be
limited to, the actual (as distinguished from implied,  imputed or constructive)
knowledge of Seller after, and based solely upon, making reasonable inquiry.

                                       X

                               BUYER'S WARRANTIES
                               ------------------

         10.01 Buyer's Warranties,

        (a) Buyer  warrants that it has a commitment for a loan of not less than
$300,000  and that  the  funds  will be used  solely  for  repair,  remodel  and
rehabilitation of the property.

        (b) Buyer warrants that all information provided to Seller in the Sooner
Holdings.  Inc. Ratification  Agreement and Letter of Investment Intent, Private
Disclosure Memorandum, is true and correct.

        (c) Buyer warrants that it is the owner of the Stock of Sooner  Holdings
Inc., to be transferred to Seller hereunder and that the stock is free and clear
of any liens,  encumbrances,  and charges and that Seller has full power to sell
and transfer the Stock to Buyer.

        (d) Buyer  represents  and warrants  that One Millions  Shares of Common
Stock  represents  8% of the issued and  outstanding  stock of Sooner  Holdings,
Inc.,

                                       XI

                       CONDITIONS TO BUYER'S OBLIGATIONS
                       ---------------------------------

        11.01  Conditions  to  Buyer's  Obligations,  It  shall  be a  condition
precedent to Buyer's obligations to consummate the purchase of the Property that
on the Closing Date all of the following conditions shall exist:

        (a) Buyer shall have obtained  financing for the  rehabilitation  of the
Property to permit it to remodel and  rehabilitate  the  Property and obtain ACA
Accreditation as required by the Oklahoma Department of Corrections on or before
July 1. 1998.

        (b) Buyer shall have  obtained a consent of the Oklahoma  Department  of
Corrections to transfer to Buyer the Department's Contract with Seller.

                                      XII

                                  MICELLANEOUS
                                  ------------

        12.01 Binding Effect and Assignability.  This Agreement,  and the terms,
covenants. and conditions herein contained,  shall be covenants running with the
land and shall insure to the benefit of and be binding upon the  successors  and
permitted  assigns of each of the parties  hereto.  Buyer shall have no right to
assign all or any portion of its rights,  interest,  or  obligations  under this
Agreement without the prior written consent of Seller;  provided,  however, that
notwithstanding the above restriction,  Buyer shall have the right to assign all
of its rights  and  interests  under  this  Agreement  and  delegate  all of its
obligations  under this  Agreement to any entity  controlled  by or under common
control with Buyer.

        12.02  Notice.  Any notice,  communication,  request,  reply,  or advice
(collectively,  "Notice") provided for or permitted by this Agreement to be made
or accepted by either  party must be in writing.  Notice may,  unless  otherwise
provided herein,  be given or served by depositing the same in the United States
mail,  postage  paid,  registered  or certified and addressed to the party to be
notified, with return receipt requested; by delivering the same to such party or
an agent of such party; or by sending a telecopy or a post-paid  telegram,  when
appropriate,  addressed to the party to be notified.  Notice given in the manner
hereinabove  described shall be effective only if and when received by the party
to be notified.  For the purposes of notice, the addresses of the parties shall,
until changed as hereinafter provided be as follows:


        Seller:                New Directions Centers of America, LLC
                               3115 N, Lincoln Blvd.
                               Oklahoma City, Oklahoma 73105
                               Fax No: (405) 525-5668
                               Attn: Ron Alexander

        With Copies to:        B. Wayne Dabney
                               Holloway. Dobson,  Hudson, Bachman,
                                Alden, Jennings & Holloway
                               One Leadership Square - Suite 900
                               211 North Robinson
                               Oklahoma City, Oklahoma 73102-7102
                               Telecopier No: (405) 235-1707

        Buyer:                 ND Acquisitions, Inc.
                               2680 West 1-40
                               Oklahoma City, OK 73108
                               Fax No: (405) 236-3922
                               Atm: R, C, Cunningham

        Copies to:             John Hudson, Esq.
                               1601 N.W. Expressway St., Suite 1910
                               Oklahoma City, OK 73118
                               Fax No: (405) 840-4671


        12.03  Time.  Time is of the  essence  in all things  pertaining  to the
performance of this Agreement.

        12.04 Governing Law, This Agreement shall be construed in accordance wit
the laws of Oklahoma.

        12.05  Authority of Seller and Buyer.  Seller  represents,  warrants and
covenants to and with Buyer that Seller has full right,  power and  authority to
enter into this  Agreement  and,  at Closing,  will have full  right,  power and
authority to consummate the sale provided for herein. Buyer represents, warrants
and covenants to and with Seller that Buyer has full right,  power and authority
to enter into this  Agreement  and at Closing,  will have full right,  power and
authority to consummate the sale provided for herein.

        12.06  Waiver.  No waiver of any of the  terms  and  conditions  of this
Agreement  or of the  exercise of any right or remedy  hereunder  shall be valid
unless  signed by the party  against whom such waiver is asserted.  A failure to
delay to enforce  the rights  set out  herein by the  holder  thereof  shall not
constitute a waiver of said rights or be considered as a basis for estoppel. The
holder  may  exercise  his  rights  hereunder  despite  said delay or failure to
enforce said rights.

        12.07 Invalidity or Unenforceability. The invalidity or unenforceability
of any  particular  provision  of this  Agreement  shall  not  affect  the other
provisions  hereof,  and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision was omitted.

        12.08  Arbitration.  Any dispute  arising under this  Contract  shall be
subject to and resolved by  Arbitration  conducted  pursuant to THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION.

        EXECUTED AT OKLAHOMA CITY, OKLAHOMA, THE YEAR AND DATE ABOVE WRITTEN:

                                SELLER:

                                NEW DIRECTION CENTERS OF AMERICA, L.L.C.


                                By:     /s/
                                   -------------------------------------
                                   HORIZON LODGES OF AMERICA, INC.


                               By:     /s/
                                   -------------------------------------
                                   ROBERT GRAHAM


                               By:
                                   -------------------------------------



                               By:
                                   -------------------------------------

                               BUYER:

                               ND ACQUISITIONS CORP.


                               By:     /s/
                                   -------------------------------------
                                   R. C. CUNNINGHAM



                                LIST OF EXHIBITS
                                ----------------

                A.      LEGAL DESCRIPTIONS OF THE LAND

                B.      LIST OF PERSONALTY

                C.      CONTRACTS

                D.      LICENSES & PERMITS

                E.      INTANGIBLES

                F.      LIST Of MEMBERS OF NEW DIRECTION CENTERS OF
                        AMERICA, L.L.C. AND HORIZON LODGES OF AMERICA, INC.

                G.      AMENDMENT OF PURCHASE AGREEMENT

                                  EXHIBIT "A"


                               LEGAL DESCRIPTION


                             3115 N. LINCOLN BLVD.

                            OKLAHOMA CITY, OKLAHOMA


A part of the Northwest Quarter of Section Twenty-two (22), Township Twelve (12)
North,  Range Three (3) West of the Indian  Meridian,  Oklahoma  City,  Oklahoma
County,  Oklahoma,  according  to  the  U.S.  Government  Survey  thereof,  more
particularly  described as: BEGINNING at a point the East line of said Northwest
Quarter (NW/4),  130.00 feet North of the Southeast corner of the said Northeast
Quarter  (NW/4):  Thence  North  along the East line of said  Northwest  Quarter
(NW/4) a distance of 230.00 feet:  Thence West and parallel to the South line of
said  Northwest  Quarter  (NW/4) a distance  of 585.00  feet:  Thence  South and
parallel to the East line of said Northwest  Quarter (NW/4) a distance of 230.00
feet:  Thence  East and  parallel  to the South line of said  Northwest  Quarter
(NW/4) a distance of 585.00 feet; to the point or place of beginning.


                                  EXHIBIT "B"


                               LIST OF PERSONALTY



VEHICLES:

1984 Dodge Ram 15 Passenger Van
I988  Chevrolet Astro Van 7 Passenger
1992 Ford 15 Passenger Van

COMPUTERS:

Acer Two Gig Hard Drive VGA Color Monitor
PC & Custom Two Gig Hard Drive VGA Color Monitor
HP DeskJet 722 C Printer

BEDS:

125 Twin Regular Beds (must be replaced will not meet ACA)

AIR CONDITIONERS:

46 Through the wall units (must be replaced due to age and seer rating)

BEDDING AND TOWELS:

200 Sets of Linens
260 Towels and 250 Wash Cloths

DESKS:

Two Secretarial Desks
Three Executive Desks

Four Folding Conference Tables
Four Filing Cabinets Four Drawer
One Lateral Three Drawer

All kitchen  equipment is leased or a part of the  equipment  that came with the
property when leased. All of the chairs and other miscellaneous office equipment
belongs to the property.


                                   EXHIBIT C

                                   CONTRACTS

Halfway House Service Contract (Oklahoma Department of Corrections)
Public Works Contract (Oklahoma Department of Corrections)

Office of the State Fire Marshal


                         HALFWAY HOUSE SERVICE CONTRACT


        THIS  AGREEMENT,  made and entered into this 19th day of June,  1997, by
and  between  the  OKLAHOMA  DEPARTMENT  OF  CORRECTIONS,  Chief  of  Staff  and
Operations,  hereinafter  called the "DEPARTMENT" and New Directions of America,
hereinafter called the CONTRACTOR.

        WHEREAS,  the DEPARTMENT  desires to purchase the services of CONTRACTOR
for those purposes and duties hereinafter enumerated on paragraph I and 2 below,
and;

        WHEREAS,  the  CONTRACTOR is willing to provide such services  under the
tenns and conditions hereinafter set forth.

        NOW  THEREFORE,  in  consideration  of  these  premises  and  agreements
hereinafter set forth, the parties hereby agree as follows:

I.      Conditions and Services
        -----------------------

A.      Shall provide three nutritionally  balanced meals daily per correctional
        client.

B.      Shall  provide,  at a minimum,  60 square feet of living  space for each
        individual  living area.  Shall provide at least one on duty alert staff
        for each 40 clients  for  supervision  and  assistance  to  correctional
        clients at all times. One individual  should be a roving patrol when all
        other staff are absent.

C.      Shall provide  procedures to maintain all client  information  in strict
        confidence and shall not release such  information,  be that information
        pertinent to a presently or previously  assigned  client,  without first
        receiving  clear;mce  from  the   superintendent/designee  of  the  host
        facility  and/or  release  from  the  subject  client.  Exception:  host
        facility staff,  showing proper  identification,  are guaranteed  inmate
        record  accessibility  at any  time.  Shall  maintain  facility  in such
        condition so as to comply with 'all applicable  local and state fire and
        health codes,  as well as compliance  with Life Safety Codes.  Copies of
        each  inspection  shall be provided to the DEPARTMENT at the time of the
        contract signing.


D.      Shall provide recreational facilities on grounds (i.e. pool tables, card
        tables,  weight room, etc.) and/or weekly  transportation  to facilities
        for  additional  recreational  activities.  (i.e.  team  sports,  use of
        gymnasium, etc.).
E.

F.

Shall maintain  facility in compliance with written standards as provided by the
department.  (Attachment A) The vendor must show  compliance  with 95 percent of
the standards.  Failure to comply shall result in a 90 day probationary  period,
after which the department will again review the standards ensuring  compliance.
If at the  end  of the 90 day  probationary  period  the  facility  again  shows
noncompliance,  the Department  shall reduce the bed  utilization 20 percent for
the remainder of the contracting period.

ff.     Shall  provide a  reintegration  counselor to provide  guidance and make
        appropriate  community  referrals for employment and budgeting services.
        If PPCS homeless  inmates are provided  housing at the  facility,  there
        must be assistance from staff to help the offender find a job within 3 0
        days and a home within 60 days.

Shall provide such  additional  services as the DEPARTMENT may require and which
are necessary to maintain the health and safety of the inmate(s)  serviced under
this contract. Shall ensure a case manager/counselor  maintains individual files
documenting  each client's  program  goals,  place of  employment,  programmatic
leaves, and any other significant events. A.

All medical and/or dental  services  shall be provided by the DEPARTMENT  unless
alternate services are approved by the DEPARTMENT or such service is a result of
a medical and/or dental emergency. The CONTRACTOR shall notify the DEPARTMENT of
any  medical/dental  emergency  immediately  after such  emergency or within the
first working day after said emergency.

I.

J.

K.      Shall  ensure  that each  client  budgets  earned  income  according  to
        Department  of  Corrections  policy and that time credits are  submitted
        monthly on each client in a timely manner.

Shall provide all transportation for offenders for program,  employment, and all
other departmental activities except from one Department of Corrections facility
to another.

M.      Shall provide  information  to  departmental  staff of the arrest of any
        employee of the halfway  house.  Each halfway  house  employee  shall be
        fingerprinted by the host facility of the department.

N.      At a minimum,  those vendors  contracting  for 20 or more  bedspaces per
        day,  shall  enter  into  candidate  status  for  American  Correctional
        Association  accreditation for Standards for Adult Community Residential
        Services,  Second  Edition,  within six months  after the signing of the
        contract  and  receive  such  accreditation  within  18  months  of  the
        aforementioned date, if accreditation has not been obtained prior to the
        signing of the contract.

1I.     Area of Performance
        -------------------

The  services  of  the   CONTRACTOR   shall  be  performed   under  the  general
administration  of David C.  Miller,  chief of Staff  and  Operations,  Oklahoma
Department  of  Corrections.  The  CONTRACTOR  will be inspected  quarterly  and
audited annually to ensure that the conditions and services are being adequately
provided.

III.    Medical Responsibilities
        ------------------------




4

1       Medical  emergency shall be defined as danger or threat of the loss of
        life or extremity.

2.      Dental  emergency shall be defined as acute problems in mouth exhibiting
        symptoms of pain, swelling, bleeding, and/or elevation of temperature.

B .


IV.     Pgyment for Service
        ------------------

A.      As  consideration  for such services as outlined in Section I above, the
        DEPARTMENT shall pay CONTRACTOR $3 1.00 per man-day,  excluding dates of
        arrival and departure.

B.      The DEPARTMENT  shall not be liable for and shall not pay CONTRACTOR for
        expenses incurred by CONTRACTOR, except those herein expressly provided.

V.      Termination of Convenience
        --------------------------

        Either party may terminate  this AGREEMENT at any time by giving written
        notice  to the  other  party  of such  termination  and  specifying  the
        effective date thereof,  at least 30 days prior to the effective date of
        such termination, and such written notice shall be by registered mail to
        the  DEPARTMENT  at 3400  Martin  Luther  King  Avenue,  Oklahoma  City,
        Oklahoma 73136, or to the CONTRACTOR at 3115 North Lincoln Blvd.,
4,- 1-2 -)
DATE
Ujj\--- -
David C. Miller, Chief of Staff and Operations
day of  1997.




NOTARY PUBLIV
b4~
day of  1997.

41

Oklahoma  City,  OK 73105.  Notice  given  pursuant  to the  ~rovisions  of this
paragraph shall be deemed sufficient for all purposes.

VI.     Duration of Aareement
        ---------------------

This  contractual  AGREEMENT shall be in effect to June 30, 1998, the end of the
current fiscal year for the state of Oklahoma.

VIL     Regulations

This AGREEMENT and all rights and duties arising thereunder,  shall be governed,
interpreted, and construed under the laws of the state of Oklahoma.

IN WITNESS  WHEREOF,  the parties have executed this  AGREEMENT in triplicate on
the day and year first written above.

OKLAHOMA DEPARTMENT OF CORRECTIONS

SUBSCRIBED and SWORN to before me this

MY COMMISSION EXPIRES:
f-2

4

New Directions of America

DATE    (Name of Contractor and Title)

SUBSCRIBED and SWORN to before me this

MY COMMISSION EXPIRES:
F - 2 Z- - - Co Ci

NOTARY PUBLfC/



Written  policy,  procedure,  and  practice  provide  that the  facility and its
programs are managed by a single administrative officer. (3-ACRS-IA-06)

Written policy,  procedure,  and practice  provide for operating and maintaining
the  facility as  specified  in a manual that is  aceessible  to all  employees.
(3-ACRS-lA-1  1) The  facility  has a written  policy  concerning  conflicts  of
interest. (3-ACRS-lA-23)

DEPARTMENT OF CORRECTIONS
HALFWAY HOUSE REQUIREMENTS

An  annual  audit  of the  below  listed  standards  shall be  conducted  by the
Department  of  Correctiorfs  staff during the first two quarters of each fiscal
year.  At a minimum  95 percent of all  standards  must be found in  compliance.
Additional  reviews of standards  may occur on a random  basis during  quarterly
inspections  by the department  staff.  Any deviation from the provisions of the
list  of  requirements  (LOR)  shall  be  requested  by  the  contractor  to the
Department of Corrections through the supervisor of the host facility.

                   CHAPTER 1 - ADMINISTRATION AND MANAGEMENT

Written  policy,  procedure,  and  practice  provide  that the  sole  proprietor
operating a facility is able to document that necessary legal measures have been
taken  to  provide   continuity   of   service  in  the  event  of   bankruptcy,
incapacitation, retirement, or death. (3-ACRS- I A-02)

2.

4.

8.
4

There is a document that describes the facility's organization.  The description
includes an organizational  chart that groups similar functions,  services,  and
activities in administrative  subunits.  The chart is reviewed at least annually
and updated if needed.  (3-ACRS-IA-08) 0 Written policy, procedure, and practice
provide that  policies  are  reviewed at least  annually and that new or revised
policies and procedures are  disseminated  to designated  staff and  volunteers.
(3-ACRS-IA-12)  6. Written policy,  procedure,  and practice provide for regular
meetings, at least monthly,

between the administrator and key staff members. (3-ACRS-lA-14)
Written policy,  procedure,  and practice  provide for a system of communication
between all levels of staff and offenders. (3-ACRS-lA-15)

                         CHAPTER 2 - FISCAL MANAGEMENT

I Written policy,  procedure, and practice provide that the facility prepares an
annual written budget of anticipated  revenues and expenditures that is approved
by the appropriate governing authority. (3-ACRS-IB-03)

Writteft policy,  procedure,  and practice specify that the methods used for the
receipt,  safeguarding,  disbursing, and recording of funds comply with accepted
accounting procedures. (3-ACRS-IB-08) 2.

Written  policy,   procedure,   and  practice   specify  that  equal  employment
opportunities exist for all positions. (3-ACRS-IC-04)

Written  policy,  procedure,  and  practice  provide that there are written j ob
descriptions  and j ob  qualifications  for all positions.  Each job description
includes,  at a minimum: job title,  responsibilities of the position,  required
minimum experience, and education. (3-ACRS-lC07)

2.

Written  policy,  procedure,  and practice  provide for insurance  coverage that
includes,  at a minimum,  property insurance and comprehensive general liability
insurance;  such  insurance  is provided  either  through  private  companies or
self-insurance. (3-ACRS-lB-14)

Written policy,  procedure, and practice provide that the facility administrator
or designee is responsible for the collection and disbursement of offender funds
within the facility. (3-ACRS-IB-18)

5. Written  policy,  procedure,  and practice  provide  that  offenders  pay for
program  services  rendered at a reasonable  rate as determined by the authority
having jurisdiction. (3-ACRS

1B-19)


                               CHAPTER3-PERSONNEL

1.      Written  policy,  procedure,  and  practice  require  employees  to sign
        statements  acknowledging  access to and awareness of personnel policies
        and regulations. (3-ACRS-lC-03)



Written policy,  procedure, and practice prohibit sexual harassment.  (3-ACRS- I
        C-05) 4
4.      Written policy,  procedure, and practice specify support for a drug-free
        workplace for all empl9yees that is reviewed annually and includes, at a
        minimum, the following:

prohibition of the use of illegal drugs
prohibition  of  possession of any illegal drug,  except in the  performance  of
official  duties  procedures  to be used to ensure  compliance  I  opportunities
available for treatment and/or counseling for drug abuse penalties for violation
of the policy

(3-ACRS-lC-06)

5.

Written policy,  procedure,  and practice prbvide that  compensation and benefit
levels for all personnel are  comparable to similar  occupational  groups in the
community. (3-ACRS-IC-08) Written policy, procedure, and practice provide that a
criminal  record check is  conducted  on all new  employees  and  volunteers  in
accordance  with state and  federal  statutes.  (3-ACRSIC-1  1) Written  policy,
procedure,   and  practice  provide  that  the  facility's  training  and  staff
development program uses community resources. (3-ACRS-ID-04)

4

Written policy,  procedure,  and practice provide that all training programs are
pres(~nted  by persons  who are  qualified  in the areas in which  they  conduct
training. (3-ACRS-ID-05)

Written policy,  procedure,  and practice provide that all new employees receive
40  hours  of  orientation   training  before   undertaking  their  assignments.
Orientation  training  includes,  at a  minimum,  the  following:  a  historical
perspective of the facility,  facility goals and  objectives,  program rules and
regulations, job responsibilities, personnel policies, offender supervision, and
report  preparation.  The employee signs and dates a statement  indicating  that
orientation has been received. (3-ACRS-ID-08)

6.

8.

2.

3.

4.

Written  policy,  procedure,  and  practice  provide  that the  agency  does not
discriminatt  against  or  exclude  from  employment   qualified   ex-offenders.
(3-ACRS-IC-10)

Written policy, procedure, and practice provide that employees, consultants, and
contract  personnel  are informed in writing  about the  facility's  policies on
confidentiality   of  information  and  agree  in  writing  to  abide  by  them.
(3-ACRS-IC-17)  10. Written  policy,  procedure,  and practice  provide that the
facility administrator and/or governing authority  systematically  determine and
review  staffing  requirements  at least  annually.  (3-ACRS-IC-19)  CHAPTER 4 -
TRAINING AND STAFF DEVELOPMENT Written policy,  procedure,  and practice provide
that the staff  development and training  program is planned,  coordinated,  and
supervised  by a qualified  employee.  The training  plan is reviewed  annually.
(3-ACRS-lD-01)

5. Written  policy,  procedure,  and practice  provide that all  administrative,
managerial,  and  professional  specialist staff receive 40 hours of training in
addition to  orientation  training  during the first year of  employment  and 40
hours of training each year thereafter.  At a minimum,  this training covers the
following areas: general management, labor law,  employee-management  relations,
the criminal  justice system,  and  relationships  with other service  agencies.
(3-ACRS-lD-09)

SUMMARY OF ORIENTATION AND MINIMUM TRAINING HOURS

The following  description of general job  categories  job categories  should be
used in determining minimum training  requirements as outlined in the standards.
Contract or part-time  employees  shouid receive  training  similar to full-time
employees in their  particular  category and  pertinent to their role in working
with adults.

CATEGORY        TYPICAL                 BASIC           TRAINING        TRAINING
                POSITION                ORIENTATION     HOURS-          HOURS-
                TITLES                                  FIRST           EACH
                                                        YEAR ON         YEAR
                                                        THE JOB         THERE-
                                                                        AFTER


CLERICAL/       secretaries, clerks,    40              16              16
SUPPORT         typists,
(Minmum         computer/warehouse
 Contact)       personnel,
                accountants,
                personnel staff

SUPPORT         Food service,           40              40              40
(Regular        industry work
or Daily        supervisors,
Contact)        maintenance work
                supervisors

PROFESSIONAL    Case managers,          40              40              40
SPECIALIST      counselors, social
                workers, teachers,
                psychologists,
                librarians, medical
                personnel, chaplains,
                recreation specialists

ALL OFFENDER    All staff assigned to   40              40              40
SUPERVISION     full-time supervision
STAFF           duties

ADMINISTRATIVE  Superintendents,        40              40              40
MANAGEMENT      deputy or assistant
PERSONNEL       superintendents,
                business managers,
                personnel directors,
                care supervisors,
                shift supervisors


Written  policy,   procedure,   and  practice  provide  that  all  new  offender
careworkers  receive an additional 40 hours of training  during their first year
of employment and an additional 40 hours of training each subsequent  year. At a
minimum, this training covers the following areas: t Written policy,  procedure,
and  practice  provide  that all  support  employees  who have  regular or daily
contact with  offenders  receive 40 hours of training in addition to orientation
training  during their first year of  employment  and 40 hours of training  each
year thereafter. (3-ACRS1D-1 1)

Trainihg:  An  organized  planned  and  evaluated  activity  designed to achieve
specific  learning  objectives.  Training  may occur  on-site,  at an academy or
training center, at an institution of higher learning, through contract service,
at professional  meeting,  or through closely  supervised  on-the-job  training.
Meetings of  professional  associations  are  considered  training when there is
clear evidence of specific learning objectives relative to the employee's career
track.

6.

7.

security procedure  supervision of offenders signs of suicide risks use-of-force
regulations  and  restraint   techniques   report  writing  offender  rules  and
regulations  rights  and   responsibilities  of  offenders  fire  and  emergency
procedures safety procedures key control interpersonal relations social/cultural
lifestyles of the offender population cultural diversity training  communication
skills  first  aid/cardiopulmonary  resuscitation  (CPR)  counseling  techniques
crisis intervention sexual harassment legalissues (3-ACRS-lD-10)

                            CHAPTER 5 - CASE RECORDS

1. Written policy,  procedure, and practice that a record is maintained for each
offender and includes, at a minimum, the following information:
0 initial intake information form




1. Written  policy,  procedure,  and  practice  provide for  recruiting  citizen
involvement  and  volunteers.  (3-ACRS-IG-01)  Written  policy,  procedure,  and
practice  provide  that each  volunteer  completes  an  appropriate,  documented
orientation and/or training program prior to assignment.  (3-ACRS-IG-07) Written
policy,  procedure zoning  ordinances.  (3-ACRS-2A-02) and practice provide that
the  facility  conforms  to all  applicable  I Written  policy,  procedure,  and
practice  provide that the facility  complies vAth the  regulations  of the fire
authority having jurisdiction. (3-ACRS-2A-03) 4

case information from referThl source, if available case history/social  history
medical  record,  when  available  individual  plan or program signed release of
information  forms  evaluation  and progress  reports  current  employment  date
program  rules and  disciplinary  policy,  signed by offender  documented  legal
authority to accept  offender  grievance and  disciplinary  record  referrals to
other agencies final discharge report

(3-ACRS-IE-02)

Written  policy,  procedure,  and practice  require that all entries in the case
record are signed and dated. (3-ACRS-IE-03)

3. Written policy,  procedure, and practice provide that records are safeguarded
from  unauthorized  and  improper  disc.losure  and  that  when  any part of the
information   system  is   computerized,   security   ensures   confidentiality.
(3-ACRS-IE-06)

                 CHAPTER 6 - CITIZEN INVOLVEMENT AND VOLUNTEERS


4

~2.

2.

3.

3. Written policy,  procedure,  and practice specify that volunteers may perform
professional  services  only  when  they are  certified  or  licensed  to do so.
(3-ACRS-lG-09)

                     CHAPTER 7 - BUILDING AND SAFETY CODES

Written policy,  procedure,  and practice provide that the facility  conforms to
all applicable building codes. (3-ACRS-2A-01)

Staff  offices  in  living  areas  are  located  so that the  staff  is  readily
actessible to offenders.  ACRS-2B-03)  The facility is located to facilitate the
use of community-based services. (New construction only.) (3-ACRS-2B-04)

The facility has, at a minimum,  one operable  toilet for every 10 olffenders in
male facilities and one for every eight offenders in female facilities.  Urinals
may be  substituted  for up to one-half  of the toilets in all male  facilities.
(3-ACRS-2C-05)

                  CHAPTER 8 - SIZE, LOCATION, AND ORGANIZATION

1 .

2.

3. The facility is either located within one mile of public  transportation,  or
other means of transportation are available. (3-ACRS-2B-05)


2.

Each sleeping room has, at a minimum, the following:

some degree of privacy for the offender 25-square feet of unencumbered space per
occupant  access to toilets and a wash basin with hot and cold running  water 24
hours a day a bed, mattress,  pillow,  desk, chair or stool, and hooks or closet
space natural light  temperatures  that are appropriate to the summer and winter
comfort zones. (3-ACRS-2C-02)

The  facility  has,  at a  minimum,  one  operable  wash basin with hot and cold
running water for every six offenders. (3-ACRS-2C-06)

4. The facility has, at a minimum,  one operable shower or bathing facility with
hot and cold running water for every eight  offenders.  Water  temperatures  are
thermostatically controlled. (3-ACRS-2C-07)

5. Written  policy,  procedure,  and practice  provide that the facility has one
operable  washer and one operable  dryer for every 16  offenders,  or equivalent
laundry capacity is available within one mile of the facility. (3-ACRS-2C-08)

6.  Written  policy,   procedure,  and  practice  provide  that  offenders  with
disabilities are housed in a manner that provides for their safety and security.
Appropriate  facility  programs and  activities are accessible to offenders with
disabilities according to applicable law. (3-ACRS

2C-09)

1.

Adequate  space is  provided  for storing the  personal  property of  offenders.
(3-ACRS-2C-10)

Written  policy,  procedure,  and practice  provide  that the  facility  permits
offenders  to  decorate  their  living  and  sleeping   quarters  with  personal
possessions.  Regulations  concerning the rules,  are available to all offenders
and  staff.  The  rules  are  reviewed  annually  and  revised,   if  necessary.
(3-ACRS-2C-1 1) Adequate space and furnishings to accommodate  activities,  such
as group meetings of the offenders, are provided in the facility. (3-ACRS-2E-01)

Adequate private counseling space is provided in the facility. (3-ACRS-2E-02)

Written  policy,  procedure,  and practice  provide for adequate and appropriate
areas for visiting and recreation programs. (3-ACRS-2E-03) Adequate dining space
is provided for offenders.  (3-ACRS-2E-04) When the facility has a kitchen,  the
kitchen,  dining,  and food  storage  areas are  properly  ventilated,  properly
furnished, and clean. (3-ACRS-2E-05)

Written policy,  procedure,  and practice require that offender careworker staff
maintain  a  permanent  log  and  prepare  shift  reports  that  record  routine
information, emergency situations, and occur in the facility. (3-ACRS-3A-04)

7.

8.

4

2.

3.

4

5.

2.

                     CHAPTER 10 - ENVIRONMENTAL CONDITIONS

Written policy,  procedure,  and practice provide that all sleeping  quarters in
the facility are well-lighted and properly  ventilated.  Natural lighting should
be  provided  wherever   possible.   Documentation   shall  be  provided  by  an
independent,  qualified  source that lighting is at least 20 footcandles at desk
level and in personal  grooming  areas and air  circulation is at least 15 cubic
feet  of  outside  or   recirculated   filtered   air  per  minute  per  person.
(3-ACRS-2D-01)  CHAPTER 11 - PROGRAM  AND  SERVICE  AREAS  Toilet and wash basin
facilities  are  available  to food  service  personnel  and  offenders in close
proximity  to the food  preparation.  (3-ACRS-2E-06)  CHAPTER  12 -  SUPERVISION
Written  policy,  procedure,  and practice  provide  that the  staffing  pattern
concentrates staff when most offender are in the facility. (3-ACRS-3A-03)

Writtenpolicy,  procedure,  and  practice  provide  that  staff  conduct a daily
       inspection,  including  holidays and weekends,  of all areas  occupied by
       offenders   and   submit  a  daily   written   report  to  the   facility
       administrator.   Unoccupied   areas   are   to   be   inspected   weekly.
       (3-ACRS-3A-09) provision for an adequate fire protection service a system
       of fire  inspections  and testing of equipment  at least  quarterly or at
       intervals

        approved by the authority having jurisdiction,  following the procedures
        stated for variances,  exceptions, or equivalencies an annual inspection
        by local or state fire official or other qualified person(s)

availability of fire protection  equipment at appropriate  locations  throughout
the facility The  facility has a fire  protection  alarm system and an automatic
detection  system that is approved by the  authority  having  jurisdiction.  All
system elements are tested on a quarterly  basis;  adequacy and operation of the
systems are  approved  by a state fire  official  or other  qualified  authority
annually. (3-ACRS-3B-02)

Written  policy,  procedute,  and  practice  limit the use of physical  force to
instances of selfprotection, protection of the offender or others, prevention of
property  damage,  prevention  of escape,  and in  accordance  with  appropriate
statutory authority. In no event is physical force justifiable as punishment.  A
written  report is prepared  following all uses of force and is submitted to the
facility administrator. (3-ACRS-3A-05)

4. Written policy,  procedure,  and practice  provide that persons injured in an
incident receive immediate medical examination and treatment. (3-ACRS-3A-06)

6.

Written  policy,  procedure,  and  practice  provide that the use of firearms is
prohibited in the facility except in case of emergency. (3-ACRS-3A-07)

7. Written policy,  procedure,  and practice  provide that the staff monitor the
movement of offenders into and out ofthe facility. (3-ACRS-3A-1 1)

8.  Written  policy,  procedure,  and  practice  provide for searches to control
contraband and its disposition at a level commensurate with security needs. This
policy is made  available  to staff and  offenders.  Policy  and  procedure  are
reviewed at least annually and updated, if necessary.

(3-ACRS-3A-13)


                  CHAPTER 13 - SAFETY AND EMERGENCY PROCEDURES

4

1 Written policy,  procedure,  and practice specify fire prevention  regulations
and  practices to ensure the safety of staff,  offenders,  and  visitors.  These
include, but are not limited to:

2.
(3-ACRS-3B-01)

Written  policy,  procedure,  and  practice  govern the  control  ahd use of all
flammable,   toxic,  and  caustic  materials.   (3-ACRS-3B-03)  Written  policy,
procedure,  and practice  provide that evacuation  drills are conducted at least
monthly.  (3-ACRS-3B-08)  Written policy,  procedure,  and practice  provide for
informal resolutions of minor infractions of facility rules. (3-ACRS-3C-04)

Written  policy,  procedure,  and  practice  require  that  employees  prepare a
disciplinary  report when they have a  reasonable  belief  that an offender  has
committed a major violation of facility rules. (3-ACRS-3C-05)

3.

Written  policy,   procedure,   and  practice  provide  that  where  smoking  is
perinitted,  noncombustible  receptacles  for  smoking  materials  and  separate
containers for other combustible  refuse are accessible at locations  throughout
living quarters.  Special  containers are provided for flammable liquids and for
rags used with flammable liquids. All receptacles and containers are emptied and
cleaned daily. (3-ACRS-3B-05)

The facility has a written  evacuation  plan  prepared in the event of a fire or
major emergency that is certified by an independent,  outside  inspector trained
in the application of national fire safety codes. The plan is reviewed annually,
updated if  necessary,  and  reissued to the local fire  jurisdiction.  The plan
includes the following:

location of  building/room  floor plan use of exit signs and directional  arrows
for traffic flow location of publicly posted plan

(3-ACRS-3B-06)
4

6. Written policy,  procedure,  and practice provide that all facility personnel
are trained in the  implementation of written  emergency plans.  Emergency plans
are disseminated to appropriate local authorities. (3-ACRS-3B-07)

7.

4

8.  For  those  programs  providing  mass-transport  vehicles,  written  policy,
procedure,  and practice require,  at a minimum,  an annual safety inspection by
qualified  individuals.  Documentation of immediate completion of safety repairs
shall be on file. (3-ACRS-3B-09)

CHAPTER 14 - RULES AND DISCIPLINE

1 Written policy,  procedure,  and practice provide for disciplinary regulations
governing offender rule violations, sanctions, and penalties that can be imposed
for various  degrees of  violation.  These are  reviewed at least  annually  and
updated, if necessary. (3-ACRS-3C-01)

2.

3.

Written  policy,  procedure,  and practice ensure the right of offenders to have
access to courts. (3-ACRS-3D-01)
I
Written  policy,  procedure,  and practice  provide that  program  access,  work
assignments,  and administrative decisions are made without regard to offenders'
race,  religion,   national  origin,  sex,   disability,   or  political  views.
(3-ACRS-3D-03)  Written policy,  procedure,  and practice provide that offenders
are not subjected to corporal or unusual punishment,  humiliation, mental abuse,
or punitive  interference with the daily functions of living,  such as eating or
sleeping. (3-ACRS-3D-05)

Written  policy,  procedure,  and practice  specify the personal  property  that
offenders  can  retain  in  their   possession   and  governs  the  control  and
safeguarding  of such property.  Personal  property  retained in the facility is
itemized  in a  written  list that is kept in a  permanent  file;  th~  offender
receives a copy listing the property retained for storage. (3-ACRS-3D-06)

                          CHAPTER 15 - OFFENDER RIGHTS

Written policy, procedure, and practice ensure and facilitate offender access to
counsel and assist offenders in making  confidential  contact with attorneys and
their authorized representatives.  Such contact includes, but is not limited to:
telephone communications, uncensored correspondence, and visits. (3-ACRS-3D-02)

3.

4.

5.

6. A written offender  grievance  procedure is m*ade available to all offenders.
(3-ACRS-3D-07)

4

                     CHAPTER 16 - RECEPTION AND ORIENTATION

The facility has clearly defined  written  policies,  procedures,  and practices
governing admission. (3-ACRS-4A-01)

2. The  facility  records  information  on each  offender  to be  admitted  that
includes, at a minimum, the following:

name  address  social  security  number date of birth sex race or ethnic  origin
reason for referral who to notify in case of emergency date information gathered
name of referring agency or committing authority social history, where available

Written policy,  procedure,  and practice provide that staff design and complete
the offender's  personalized program plan within 14 days of admission.  The plan
includes  measurable  criteria of expected behavior and  accomplishments,  and a
time schedule for achieving  specific  goals.  The plan is documented with staff
and offender signatures. (3-ACRS-4B-01) 4

 special medical problems or needs
 personal physician, if applicable
 legal status, including jurisdiction, length and conditions of placement
 signature of both interviewee and employee gathering information

(3-ACRS-4A-03)

3.  Written  policy,  procedure,  and  practice  that the  program  advises  the
referring facility when a prospective offender is not accepted into the program,
stating specific reasons. (3-ACRS

4A-05)

CHAPTER 17 - CLASSIFICATION

1 .

2. Any change in a personalized  program plan is reviewed and discussed with the
offender.  This review is dated and documented by staff and offender signatures.
(3-ACRS-4B-04) 4

3. Written policy,  procedure, and practice define the authority of the facility
administrator to remove or transfer an offender form the program. (3-ACRS-4B-07)

                           CHAPTER 18 - FOOD SERVICE

1. A nutritionist,  dietician,  or physician  annually  approves the nutritional
value of the food served. (3-ACRS-4C-02)

2.  Written  policy,  procedure,  and  practice  provide  for  special  diets as
prescribed by appropriate medical or dental personnel. (3-ACRS-4C-03)

3.  Written  policy,  procedure,  and  practice  provide for  special  diets for
offenders  whose religious  beliefs  require the adherence to religious  dietary
laws. (3-ACRS-4C-04)

4. Food service  staff comply with all  sanitation  and health codes  enacted by
state or local authorities. (3-ACRS-4C-05)

5. The facility has adequate space to provide for food  preparation and service,
and  provides  an eating  area and  seating  for all who dine at the same  time.
(3-ACRS-4C-06)

0

The facility's  potable water source and supply,  whether self-owned or operated
by the public water department, is approved by an independent, outside source to
be in  compliance  with  jurisdictional  laws  and  regulations.  (3-ACRS-4D-05)
Written  policy,  procedure,  and  practice  provide  that  a  housekeeping  and
maintenance  plan is in effect to ensure that the  facility is clean and in good
repair. (3-ACRS-4D-06)

q

signs and  symptoms  and  action  required  in  potential  emergency  situations
administration of first aid and cardiopulmonary resuscitation (CPR)

                      CHAPTER 19 - SANITATION AND HYGIENE

The facility  complies with the sanitation and health codes of the  jurisdiction
having authority. (3-ACRS-4D-02)

2. The  facility  provides for a waste  disposal  system in  accordance  with an
approved plan by the appropriate regulatory agency. (3-ACRS-4D-03)

3. Written policy,  procedure, and practice provide for vermin and pest control.
(3-ACRS-4D-04)
4.

5.

6. Written policy,  procedure,  and practice  provid6 for the issue of suitable,
clean  bedding and linen,  including  two  sheets,  pillow and  pillowcase,  one
mattress,  and sufficient blankets to provide comfort under existing temperature
controls.

7. Written policy,  procedure,  and practice require that articles necessary for
maintaining  proper  personal  hygiene are provided  and are readily  available.
These articles include at least the following:

soap shampoo toothbrush toothpaste or powder a comb toilet paper special hygiene
items for female offenders

(3-ACRS-4D-10)


CHAPTER 20 - HEALTH CARE

I Written  policy,  procedure,  and  practice  that  careworker  staff and other
personnel  are  trained  to  respond  to  health-related   situations  within  a
four-minute  response time. A training program is established by the responsible
health  authority in cooperation with the facility  administrator  that includes
the following.

0

       methods of obtaining assistance
       signs  and  symptoms  of  mental  illness,   retardation,   and  chemical
dependency procedures for patient transfers to appropriate medical facilities or
health-care  providers 0 Written policy,  procedure,  and practice  provide that
staff  members  are  available  to~  counsel  offenders;  provision  is made for
counseling on an emergency basis. (3-ACRS-4F-03)

0

0

0

offender diagnosis identified problem areas individual treatment objectives
 treatment goals
 counseling needs

(3-ACRS-4E-18)

2. First aid kits are  available in  designated  areas of the facility  based on
need. (3-ACRS-4E-19)

3.  Written  policy,   procedure,   and  practice  provide  that  the  program's
health-care  plan  adheres to state and federal laws and  regulations  regarding
distribution of medications. (3-ACRS-4E

20)

                          CHAPTER 21 - SOCIAL SERVICES

I Written policy,  procedure, and practice provide for a social services program
that makes  available a range of resources  appropriate  to the program needs of
offenders, including, individual, group, and family counseling, drug and alcohol
treatment,   HIV  afid  AIDS   education,   and  special   offender   treatment.
(3-ACRS-4F-01)

2.

In its use of community resources, the agency maintains and periodically updates
a directory of functioning community agencies. (3-ACRS-4F-05)

4. Written policy,  procedure, and practice provide that the staff use community
resources,  either through referrals for service or by contractual agreement, to
provide offenders with the services to meet their program needs. (3-ACRS-4F-06)

5.  Where a drug  treatment  program  exists,  written  policy,  procedure,  and
practice provide that the alcohol and drug abuse treatment program has a written
treatment  philosophy within the context of the total correctional  system. This
treatment program has written goals and measurable  objectives.  These documents
are reviewed at least annually and updated as needed. (3-ACRS-4F-08)

6.  Where a drug  treatment  program  exists,  written  policy,  procedure,  and
practice  provide for an  appropriate  range of primary  treatment  services for
alcohol  and other  drug-abusing  offenders  that  include,  at a  minimum,  the
following:

CHAPTER22-RELEASE

Written  policy,  procedure,  and practice  provide that facility  resources are
available to assist employable offenders in locatingjobs. (3-ACRS-5A-04)

drug  education  plan relapse  prevention  and  management  culturally-sensitive
treatment  objectives,  as appropriate  the provision of self-help  groups as an
adjunct to treatment  prerelease  and  transitional  service needs  coordination
efforts with community  supervision and treatment staff during  prerelease phase
to ensure a continuum of supervision and treatment

(3-ACRS-4F-09)

7. Where a drug and alcohol treatment program exists, written policy, procedure,
and practice  provide that the facility  uses a  coordinated  staff  approach to
deliver  treatment  services.   This  approach  to  service  delivery  shall  be
documented in treatment  planning  conferences and individual  treatment  files.
(3-ACRS-4F-10)

Of a urine surveillance  program is in effect,  written policy,  procedure,  and
practice  provide  instructions for the collection and processing of samples and
the interpretation of results. (3-NCRS-4F-12)

4

I Written policy,  procedure, and practice provide that references are available
to assist offenders in locating suitable housing. (3-ACRS-4G-02)

2.  Each  offender  should  be given  gradual  increased  responsibility  in the
community   prior  to  release,   dependent  upon  his/her   ability  to  accept
responsibility. (3-ACRS-4G.04)

CHAPTER 23 - ACADEMIC AND VOCATIONAL TRAINING

Written policy,  procedure, and practice provide that offenders employed outside
the program comply with all legal and regulatory requirements. (3-AICRS-5A-03)

2.

CHAPTER 24 - RECREATION

Written  policy,   procedure,  and  practice  provide  for  indoor  and  outdoor
recreation and leisure time needs of offenders. (3-ACRS-5B-01)

I

Written  policy,   procedure,   and  practice  provide  for  the  forwarding  of
first-class letters and packages after transfer or release. (3-ACRS-5C-05)

CHAPTER 25 - MAIL, TELEPHONE, VISITING

I Written policy,  procedure,  and practice provide that indigent offenders,  as
defined in policy,  receive a specified postage allowance to maintain  community
ties. (3-ACRS-5C-02)

2. Written policy,  procedure,  and practice  provide that offenders' mail, both
incoming and outgoing, may be opened and inspected for contraband. When based on
legitimate  facility  interests  of  order  and  security,  mail  may be read or
rejected.  The offender is notified  when  incoming mail is returned or outgoing
mail is withheld. (3-ACRS-5C-04)

3.

4. Written policy, procedure, and practice provide that offenders have access to
a telephone to initiate and receive personal calls. (3-ACRS-5C-06)

Written policy,  procedure, and practice provide that offenders receive approved
visitors  except where there is  substantial  evid6nce  that the visitor poses a
threat  to  the  safety  of  the  offender  or  the  security  of  the  program.
(3-ACRS-5C-07)

4

6.  Written  policy,   procedure,  and  practice  provide  for  special  visits.
(3-ACRS-5C-08)

7. The facility has a written plan to monitor and control  movement of visitors.
(3-ACRS-5C-09)

                        CHAPTER 26 - RELIGIOUS PROGRAMS

4

Written  policy,  procedure,  and  practice  provide  that  offenders  have  the
opportunity to participate in practices of their  religious  faith in accordance
with legislation of the authority having jurisdiction. (3-ACRS-5D-01)

2.  Written  policy,  procedure,  and  practice  provide  that a staff person is
assigned to coordinate religious activities. (3-ACRS-5D-02)

                             CHAPTER 27-DISCIPLINE

The contractor shall comply with Department of Corrections prescribed policy and
procedure for inmate  discipline as contained in  OP-060125.  No deviation  from
this policy will be permitted.

I . General

The Department of Corrections shall provide training to the  contractor/staff to
ensure compliance with these procedures.  A coordination  between  Department of
Corrections  and the  contractor  shall  take  place  to  determine  how much of
disciplinary process will be

Upon the  reasonable  belief of any staff  member that a violation  of rules has
been committed which cannot be handled informally, such person will complete the
"Offense Report (DOC Form 062001)." All "Offense Reports" will be entered on the
"Misconduct  Report  Record (DOC Form 06203 1)." The  "Offense  Report"  will be
specific enough for the inmate to be aware of the offending behavior, as well as
the date and  approximate  time of the behavior,  to allow for  preparation of a
proper defense.  The shift  supervisor/unit  manager/team  supervisor/designated
contractor  staff may  dispose  of a Class B or C  "Offense  Report"  informally
through a verbal  warning or dismissal  due to lack of evidence.  In such cases,
the inmate and appropriate staff will be notified.

If confidential witness testimony  constitutes a portion otthe "Offense Report,"
the name and testimony of the  confidential  witness will be documented and will
thoroughly  state the facts as  submitted by the witness and the manner in which
knowledge of those facts was acquired.  Such documentation will be signed by the
confidential witness, placed in an envelope, and sealed.

conducted by the  contractor.  The  contractor  staff shall be  responsible  for
preparing clear, concise reports in accordance to the following guidelines:

A. Filina of "Qffense Report"

1 .

4.

5.

6.

The "Offense Reports" will be filed with the shift super-visor/unit manager/team
supervisor  in  a  timely  manner.   The  shift   supervisor/unit   manager/team
supervisor/designated  contractor  staff  will  ensure the  "Offense  Report" is
complete,  correct,  legible , and  understandable.  If necessary,  the "Offense
Report" will be corrected.  If more than one infraction  occurs as a result of a
single  behavior,  the im-nate will only be charged on the most serious offense.
Sequential infractions may be the basis for additional charges and sanctions.

a.      An evaluation regarding the reliability of the confidential witnesses
will be prepared by staff and attached to the sealed confidential
witness testimony.

b.      Use of confidential information will be to protect the innocent or
vulnerable. Confidential information will not be accepted in exchange
for avoiding charges, the granting or denial of privileges, or
intervening in an inmate's correctional plan.   I



Should a facility  emergency  occur or if an inmate is detained  elsewhere which
would  preclude  service of the  "Offense  Report"  within the  required 24 hour
period,  service will be  accomplished  as soon as reasonably  possible and such
exception  will be documented in writing and attached to the completed  "Offense
Report." It will be the responsibility of the originating facility to ensure the
disciplinary  process is completed within reasonable time frames.  Upon delivery
of the "Offense  Report" to the inmate,  the employee will ensure  Section Il of
the "Offense Report" is completed before a copy is given to the inmate.

I.

B. Service of "Offense Report"

The "Offense Report" will be served to the inmate within 24 hours after approval
and acceptance by the shift supervisor/unit manager/team,  supervisor/designated
contractor staff.

If the inmate is unable or unavailable to receive a copy of the "Offense Report"
within the 24 hour time limit, "it will be documented in writing and attached to
the completed  "Offense  Report." The "Offense  Report" will be presented to the
inmate within 24 hours after availability occurs.

3.

4.

4

1:\MISCPUBS\980062.WPD

The  in-mate  may waive  the right to a  disciplinary  hearing.  The  presenting
officer will ensure the inmate  understands  that waiving the right to a hearing
will constitute a plea of guilty,  and the inmate will be unable to attend.  the
hearing for the  disposition of the  misconduct.  Waivers will be documented and
reviewed  by the  facility  head/designee.  If the  hearing is not  waived,  the
im-nate is entitled to a 24 hour preparation  period,  beginning ~t the time the
inmate is served with a copy of the "Offense Report."

2.      Contractor's Conditions and Services:
I

A. Shall provide services for a program to operate a client  residential  center
as  authorized  in 57 O.S.  1991,  Section 563 as amended.  Shall  provide three
nutritional  balanced  meals,  according  to  a  menu  approved  by  a  licensed
dietician, daily per correctional client.

                             PUBLIC WORKS CONTRACT
                           (Based on Fixed Rate Fee)

I '     I_*-
This  contract  made and  entered  into this 31st day of  August,  1998,  by and
between the Oklahoma Department of Corrections,  Chief of Population  Management
and Fiscal Operations,  hereinafter "DOC",  acting pursuant to the provisions of
57 O.S. 1991, Section 561 as amended, and New Directions of America, hereinafter
"Contractor".

WITNESSETH

Whereas,  DOC  desired to purchase  the  services  of the  Contractor  for those
purposes and duties hereinafter enumerated on paragraphs numbered I and 2 below,
and;

Whereas,  the Contractor is willing to provide such services under the terms and
conditions hereinafter set forth.

Now,   therefore,   in  consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties agree as follows:

I       Facility Location:

A.    Contractor agrees to house the inmates assigned under this contract in the
facility located at 3115 N. Lincoln, Oklahoma City, Oklahoma.

B.      The Contractor shall not be allowed to house any inmates at another
location or building under this contract without first receiving written
permission form DOC.
4

B.

C. Shall  provide at least one on duty alert  staff for each forty (40)  clients
for  supervision  and  assistance  to'correctional  clients  at all  times.  One
individual shall be a roving patrol when all other staff are absent.

D.     Shall provide at least twenty-five (25) square feet of unencumbered space
per occupant living area, and maintain clean, safe and healthy living areas
and grounds.

Shall provide recreational facilities on grounds (i.e. pool tables, card tables,
weight room,  etc.) and/or  facilities  for additional  recreational  activities
(i.e. team sports,. use of gymnasium, etc.).

Shall provide case management  services to the assigned clients (I to 50) and to
maintain all client  information in strict confidence and shall not release such
information  pertinent to a presently or  previously  assigned  clierit  without
first  receiving  clearance  from the  supervisor/designee  of the host facility
and/or release from subject  client.  One exception  being host facility  staff,
after showing proper identification,  shall have access to client records at all
times.

Shall,  at a minimum,  maintain  the  facility  in  compliance  with the written
standards as set out on Attachment A hereto and incorporated by reference.  Each
contractor must establish a file for each standard which contains information to
show  compliance 95 percent of the  standards at the time of the initial  audit.
Failure to comply shall result in a sixty (60) day  probationary  period,  after
which DOC will again review the standards in question to ensure  compliance.  If
at the end of said  probationary  period the facility again shows non compliance
with the 95  percent  of  standards,  DOC shall at its  option,  reduce  the bed
utilization  for the remainder of the contract period by twenty percent (20%) or
cancel the contract in its entirety. 4

E.

F.

4

G.  Shall  maintain  facilities  in such  condition  so as to  comply  with  all
applicable local and state fire and health codes, as well as compliance with the
Life Safety  Codes.  Copies of each  inspection  shall be provided to DOC within
seven (7) days of occurrence with a plan of corrective action.

1.      Shall provide a. reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.

J.      Shall provide such additional services as DOC may reasonably require
which are necessary to maintain the health and safety of the client(s)
serviced under this contract.

K.     The Contractor shall attend and participate in an annual meeting/training
session with the Department of Corrections host facility/contract office
staff in order to maximize contract performance.

L.      Shall ensure a case manager/counselor, trained by the host facility,
maintains individual files documenting each client's crew assignment,
evaluations and any other significant events.

M.      Shall provide transportation in staff driven vehicles or insure
transportation by crew supervisors to and from work site location(s) or a



Shall  provide  regular and periodic  work site  inspections  and document  such
inspections in a permanent log.

common  drop   offJpick  up  site  as  may  be  agreed  upon  by  the   parties.
Transportation  shall  also  be  provided  by  the  Contractor  for  clients  to
medical/counseling  appqi~qtments,  emergency  leaves,  and all other activities
except form one Department of Corrections facility to another.

N. The Contractor shall require clients to clean their  respective  living areas
to include sweeping,  mopping,  washing windows, etc.: as well as communal group
programs such as visiting rooms,  group rooms, etc. Clients may also be used for
lawn mowing, trash dumping and minor maintenance of the facility.  The intent is
that clients will not be used in lieu of paid workers.

0. Shall provide  information  to DOC staff of the arrest of any employee of the
halfway house. All of the Contractor's employees who perform regular work at the
facility  shall be  finger  printed  and a  background  check  conducted  by the
Oklahoma State Bureau of  Investigation  at the expense of the Contractor.  This
check shall occur when an employee is initially hired or upon the effective date
of this contract if the facility is operating.

P.

The Contractor shall provide the clients three sets of work clothes,  to include
coat, work shoes, caps, and gloves.

The Contractor  shall be  responsible  for the costs of DOC required forms (i.e.
budgeting,  leave  itineraries,  disciplinary,  medical payment  authorizations,
etc).

3.      Areas of Performance:

The  services  of  the   Contractor   shall  be  performed   under  the  general
administration  of David C. Miller,  Chief of Population  Management  and Fiscal
Operations, Oklahoma Department of Corrections. The Contractor will be inspected
quarterly and audited  annually to ensure the  conditions and services are being
adequately provided.

4.      Medical Responsibilities:

A. All medical and/or dental services shall be provided by DOC unless  alternate
services  are  approved  by DOC or such  services  are as a result  of a medical
and/or dental emergency.

i. Medical emergency shall be defines as danger or threat of the loss of life or
extremity.
I

The contractor  has a minimum  number of 65 inmates that it will accept.  Should
the number of inmates  fall below this  number and remain at that level for more
than 30 days, the Contractor may at his option, waive the minimum number or give
notice of his intent to terminate the contract pursuant to paragraph 6 below. 4

ii.     Dental emergency shall be defines as cute -problems in the mouth
exhibiting symptoms of pain, swelling, bleeding and/or elevation
of temperature. _ . _

B.      The Contractor shall notify DOC of any medical/dental emergency
immediately after such emergency or within the first working day after
said emergency occurs.

5.      PUMent for Services:

A.      As consideration for such services as outlines above, DOC agrees to pay
to pay the Contractor the sum of $ 27.88 per inmate per day, excluding the
day of arrival.

B.      DOC shall not be liable for and shall not pay the Contractor for any
expenses not herein expressly provided for.

C.

D.      This contract is for an indefinite number of inmates and days. DOC
makes no representations or guarantee that any number of inmates will be
housed by the Contractor for any amount of time.

6.      Termination of Convenience:

Either party may terminate  this  agreement at any time by giving written notice
to the other party,  of such  termination  and  specifying  the  effective  date
thereof at least 30 days prior to the effective date of such  termination.  Such
written  notice shall be by  registered  mail to DOC in care of David C. Miller,
Chief of Population  Management and Fiscal  Operations,  Oklahoma  Department of
Corrections  3400  M. L.  King  Avenue,  Oklahoma  City,  OK  73136  and,to  the
Contractor at 3115 N. Lincoln,  Oklahoma  City,  Oklahoma,  73105.  Notice given
pursuant to the provisions of this paragraph shall be deemed  sufficient for all
purposes.

7.      Duration of Agreement:

This  contractual  Agreement shall be in effect to June 30, 1999, the end of the
fiscal year for the State of Oklahoma.

Contractor

4

ss

8.      Regulations:

A.      This Agreement and all-rights and duties arising -thereunder shall be
governed, interpreted and construed according to the provisions of and
under the laws of the State of Oklahoma.

B.      This document represents the entire agreement between the parties. Any
modification, amendment or addition thereto must be in writing, executed
by the parties and specifically referencing this Agreement.

In Witness  Thereof,  the parties have executed this  Agreement in triplicate on
the
day and year first written above.


Oklahoma Department of Corrections

David C. Miller, Chief of Population
Management and Fiscal Operations

Approved:
Ltlm
Vincent L * K~ight General Counsel

Affidavit of Non Collusion

STATE OF OKLAHOMA )

COUNTY OF


of lawful age, being first duly sworn, on oath says:

1. (s)he is the duly authorized  agent of u) 9;ee e- t 1',4 the Contractor under
the contract which is attached to this statement,  for the purpose of certifying
the facts pertaining to the giving of things of value to government personnel in
order to procure said contract;

2. (s)he is fully aware of the facts and circumstances surrounding the making of
the contract to which this  statement is attached  and has been  personally  and
directly  involved  in the  proceedings  leading  to  the  procurement  of  said
contract; and


Subscribed and sworn to before me this 3        day of  19



Notary Public (or Clerk,-& Judge)
(Seal)

3. neither the Contractor nor anyone  subject to the  Contractor's  direction or
control  has paid,  given or  donated  or  agreed to pay,  give or donate to any
officer  or  employee  of the State of  Oklahoma  any money or othe'r . thing of
value,  either  directly or indirectly,  in procuring the contract to which this
statement is attached.

        Z       Lula_~
Name/Title)
4

4

I

purposes and duties hereinafter enumerated on paragraphs numbered I and 2 below,
 and;

Whereas, the Contractor is conditions hereinafter set forth.

willing to provide such services under the terms and
4

Now,   therefore,   in  consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties agree as follows:

The Contractor  shall not be allowed to house any inmates at another location or
building under this contract without first receiving written permission from the
DOC contract monitor.

HALFWAY HOUSE/PUBLIC WORKS EXPANDED SERVICE CONTRACT
(Based on Fixed Rate Fee)

,R'evised 11-19-98


This  contract,  made and  entered  into this l't day of December  1998,  by and
between the Oklahoma Department of Corrections,  Chief of Population  Management
and

Fiscal Operations,  hereinafter  "DOC",  acting pursuant to the provisions of 57
O.S. 1991,
Section  561 as  amended,  and New  Direction  Centers of  America,  hereinafter
"Contractor".

WITNESSETH

Whereas, DOC desired to purchase the services of the Contractor for those

I .     Facility Location:

0

1. 1. Contractor agrees to house the clients assigned under this contract in the
facility located at 3 115 N; Lincoln Blvd., Oklahoma City, Oklahoma.
1.2

2.      Contractor's Conditions and Services:

2.1     Shall provide three  nutritionally  balanced meals,  according to a menu
        approved by a licensed dietician, daily per correctional client.

2.2     Shall  provide at least one on duty  alert  staff for each  forty-  (40)
        clients for supervision  and assistance to  correctional  clients at all
        times.  One individual  shall be a roving patrol when all other staff is
        absent.  In the  alternative,  the  contractor  may  submit  a  written'
        staffing  plan for its  location(s)  which if  accepted  by DOC shall be
        attached hereto and incorporated by reference.

I

2.6     Shall  maintain  facilities  in such  condition so as to comply with all
        applicable  local and state fire and health codes, as well as compliance
        with the Life Safety Codes.  Copies of each inspection shall be provided
        to the local district  office/contract  morfitor office within seven (7)
        days  of  occurrence  with  a  plan  of  corrective  action  to  address
        deficiencies attached.

i

2.3     Shall  provide at least  twenty-five  (25) square  feet of  unencumbered
        space per occupant  living area,  and maintain  clean,  safe and healthy
        living areas and grounds.

     2.4  Shall provide  recreational  facilities on grounds (i.e.  pool tables,
          card tables,  etc.) and/or  additional  recreational  activities (i.e.
          team sports, use of gymnasium, etc.).

2.5     Shall provide  procedures to maintain all client  information  in strict
        confidence  and  shall  not  release  such  information  pertinent  to a
        presently  or  previously   assigned   client  without  first  receiving
        clearance  from the  supervisor/designee  of the local  district  office
        and/or release from subject client.  One exception being district office
        staff and the contract  monitor,  after showing  proper  identification,
        shall have access to client records at all times.

2.7     Shall maintai~ the facility in compliance with the written  standards as
        set out in  Attachment  A hereto  and  incorporated  by  reference.  The
        contractor  must  establish  a file for each  standard,  which  contains
        information  to show  compliance 95 percent of the standards at the time
        of the initial  audit.  Failure to comply  shall result in a sixty- (60)
        day probationary period, after which DOC will again review the standards
        in question  to ensure  compliance.  If at the end of said  probationary
        period,  the facility again shows non compliance  with the 95 percent of
        standards,  DOC shall at its option,  reduce the bed utilization for the
        remainder of the contract  period by twenty  percent (20%) or cancel the
        contract in its entirety.  Shall maintain documentation proving that the
        standards in the Department of Corrections Haffway Housing  Requirements
        are being met. The  Contractor  shall  conduct an internal  audit of the
        standards in the first  quarter of the fiscal year. A copy of this audit
        shall be forwarded  to the contract  monitor  office.  Written  plans of
        corrective  action by the contractor  shall be forwarded to the contract
        office within 15 days of the contractor's audit.

2.8     Shall  provide a  reintegration  counselor to provide  guidance and make
        appropriate community referrals for employment and budgeting services.

2

2.9     Shall ~rovide such  additional  services as DOC may  reasonably  require
        which are  necessary to maintain the health and safety of the  client(s)
        serviced under this contract.

I

2.10    The   Contractor   shall   attend   and   participate   in   an   annual
        meeting/training  session with the  Department of  Corrections  district
        office/contract office staff in order to maximize contract performance.

2.11    Shall insure a case  manager/counselor,  trained by the district office,
        maintains  individual  chronological  files  documenting  each  client's
        program  goals,  crew  assignment,   evaluations,  compliance  with  DOC
        policies governing  classification  status,  earned credit level, parole
        board summaries,  individual case plans, budgeting, release preparation,
        place of employment  verification checks,  programinatic leaves, and any
        other  significant  events.  This  information  shall be  submitted in a
        timely manner to the district  office for review to ensure  accuracy and
        timeliness of  information.  The facility  shall employ one case manager
        for each 50 clients it houses

2.12    Shall ensure that each client  budgets  earned  income  according to the
        Departrhent of Corrections policies, ensures jobs are monitored and that
        time credits are submitted  monthly to the local district office on each
        client in a timely manner.
i

2.13    Shall provide all transportation to medical/counseling  appointments for
        all clients in  Oklahoma  City and Norman;  also  transportation  of all
        clients  scheduled  to  appQar  at the  monthly  parole  board  meeting,
        transportation  for program,  employment,  emergency leaves, to and from
        the district office and all other activities  except from one Department
        of  Corrections  facility  to  anotherr  If the  destination  point  for
        transported  clients exceeds 50 map miles, one way, the contractor shall
        be paid an additional fifteen dollars per hour per employee required for
        transport.  Separate  billings must be submitted for the travel  charges
        under this section. If the contractor charges for more than one employee
        per trip, the billing must adequately  describe the reason more than one
        employee was necessary.

2.14    Contractor shall require clients to clean their respective  living areas
        to include sweeping,  mopping, washing windows, etc: as well as communal
        group programs such as visiting  rooms,  group rooms,  etc.  Clients may
        also be used for lawn mowing, trash dumping and minor maintenance of the
        facility. Nothing contained herein shall prohibit the use of trustees as
        provided for by law and the payment of their  wages.  The intent is that
        clients will not be used in lieu of paid workers

2.15    Shall provide  information to DOC staff of the arrest of any employee of
        I the halfway house. All of the Contractor's employees who perform

3

At a minimum,  the facility shall  continuously  maintain  accredited status for
American  Correctional  Association  Standards for Adult  Community  Residential
Services, Third Edition.  Accreditation shall be continuously maintained for the
term of this contract and any extensions  thereof Failure to comply shall result
in termination of this contract.  The facility shall operate in accordance  with
and keep  Sections 3, 6, 9 and 12 of the  Department of  Corrections  Operations
Policies  updated as they are issued:  2.17.3.  Section 9 governs  public  works
programs,  inmate  grievance  process,  reintegration,  and  off~nder  financial
responsibility, etc.

The facility shall provide space for medical treatment to be administered to the
clients when necessary.

I

regular work at the  facility  shail be finger  printed and a  background  check
conducted by the Oklahoma  State Bureau of  Investigation  at the expense of the
Contractor.  This check shall occur when an employee is initially  hired or upon
the effective date of this contract if the facility is operating.

2.16

2.17

i

4

2.17.1. Specifically,  Section 3 governs the inmate pass program, chemical abuse
testing,  escorted leave  program,  inmate  property  procedures,  etc.  2.17.2.
Section 6 covers  classification  and case  management,  custody  assessment and
transfer  procedures,  pre-parole  procedures  and earned credit  classes,  etc.
2.17.4. Section 12 covers inmate pay programs and trust fund procedures, etc.

2.19

The Contractor  shall be  responsible  for the costs of DOC required forms (i.e.
leave itineraries, disciplinary, budgeting, grievances, parole summaries, etc.)

2.20    The facility shall provide office space and  equipment/filniishings  for
        the district  office/contract  monitor staff in close proximity to other
        administrative offices and reasonably comparable.  The office shall have
        a lock,  which is not master  keyed and shall be  provided  with a desk,
        chairs, access to telephone/fax/computer lines.

2.21    At least 5 percent of the client  population shall be tested monthly for
        THC  amphetamines,  PCP, cocaine or opiates and a summary of the results
        ftirnished  to the district  office.  Suspect  drug and alcohol  testing
        shall be in addition to the random 5 percent testing.

4

2.26

Shall provide  transportation in staff driven vehicles or ensure  transportation
by crew  supervisors to and from work site location(s) or a common drop off/pick
up site as may be agreed upon by the parties. 4

2.22    The facility  shall  provide  restrictive  housing (RHU) space for those
        offenders,  which it deems inappropriate for its facility. This space is
        to be provided within the structure by construction of a unit or through
        the  payment  to the  local  city/county  jail  for the  housing  of the
        offender(s).  If an inmate is placed in RHU, the contractor shall notify
        DOC and request a transfer of the  inmate.  DOC will become  responsible
        for the inmate  (including RHU contract  costs) if he is not transferred
        within 7 days of the District Office's approval of Transfer.

2.23    Inmates  shall enter  halfway  house  status only from the public  works
        center  population with the following two exceptions (the offender has a
        parole board  stipulation or has completed a vo-tech  program at another
        facility).

2.24    The contractor  shall notify the  Department  regarding use of force and
        serious  incidents.  The facility will notify the local district  office
        during business hours  immediately by telephone of all serious incidents
        and will fax  copies  of all  reports  prepared  within  24 hours to the
        district  office  and  contract  office  on the  forms  provided.  After
        business hours,  the local district office /contract office will receive
        the notice and reports.

2.25    Shall  provide  services  for a program to operate a client  residential
        center  as  authorized  in  57  O.S.  1991,   Section  563  as  amended.
        Additionally  the  Contractor  shall be  responsible  for  acquiring the
        necessary  Public Works Contracts to fulfill the needs and  requirements
        of its Public Works clients.  All Public Works Contracts entered into by
        the contractor must be approved in writing by DOC.

2.27    Shall provide  regular and periodic work site  inspections  and document
        such inspections in a permanent log.

2.28    The Contractor shall provide the public works clients three sets of work
        clothes,  to include a coat,  work  shoes/boots,  caps and  gloves.  The
        Contractor  shall have 90 days from the effective  date of this contract
        to comply with this  sub-section  and clothe clients in compliance  with
        the  Departments   community  work  centers  and  community  corrections
        centers.

2.29    The  Contractor  shall  provide all clients on site for the public works
        program and those  utilized on site for  maintenance  and food  service,
        monthly pay in accordance with OP-120202, 20% of which must be placed in
        the  client's  mandatory  savings.  If the  clients  are  working  under
        existing  contracts  negotiated through DOC, DOC will continue w collect
        and handle the inmate pay until that contract is terminated.

5

2.31.2 Complete,  accurate, detailed reports of the disciplinary actions against
clients are provided to the local district  office within seven (7) working days
of  the  date  the  action  is  finalized  or  the   punishments   administered.
Administration  of the  disciplinary  sanction which affects time calculation or
sentence length must be in accordance  with  Departmental  policy  OP-060125'and
approved  by the  local  district  office  supervisor/designee.  Loss of  earned
credits must be approved by the department and may be adjusted.  2.32 Contractor
agrees  to  maintain  general  liability  insurance  and  workers   compensation
insurance  in an  amount  acceptable  to DOC for all  employees  and  activities
performed under this contract. A certificate of insurance acceptable to DOC will
be furnished within 15 days of the execution of this agreement.

0

2.30    The  facility  will  initially  place  all  clients  received  from  the
        department  in the  prisoner  public  works  program for a minimum of 30
        days.

2.31    The Contractor  will afford clients access to reasonable,  impartial and
        nondiscriminatory  grievance and misconduct  procedures addressed in the
        Departments  Operations  Policies,  including a final level of appeal as
        provided in this  section.  Misconduct  procedures  and  penalties  must
        reflect  the   department's,   since  it  affects   security  level  and
        classification.
i

I

2.3 1.1 The  facility is  responsible  to respond to  grievances  and appeals on
matters  occurring  during the client's  incarceration  in the facility,  except
sentence  administration  issues and  classification to lower or higher security
status in accordance with DOC policy.

I

Areas of Performance:

The general operations of the contractor shall be overseen by the local district
office  supervisor/designee  to  include  review  of  classification  paperwork,
disciplinary  actions,  attendance of staff meetings,  review of policy changes,
review of both incoming and outgoing  transfer requests and changes in a clients
status on center.  The services of the Contractor  shall be performed  under the
general  administration of David C. Miller,  Chief of Population  Management and
Fiscal Operations,  Oklahoma  Department of Corrections.  The Contractor will be
inspected  quarterly and audited  annually to ensure the conditions and services
are being adequately provided.

4.      Medical Responsibilities:

6

5.1. The State agrees to pay as compensation for the services provided hereunder
a fixed  rate of $31.75  times the  number of  client  days,  excluding  date of
arrival,  in  a'single  monthly  payment  which may be  adjusted  in  accordance
herewith.

4.1 DOC shall provide all medical,  mental health and/or dental  services unless
DOC approves  alternate  services or such  services are as a result of a medical
and/or dental emergency.

4. 1. 1. Medical  emergency  shall be defined as danger or threat of the loss of
life or extremity.

4.1.2.  Dental  emergency  shall be  defined  as  acute  problems  in the  mouth
exhibiting symptoms of pain, swelling, bleeding and/or elevation of temperature.

The  Contractor  shall notify DOC as prescribed in section 2.25 and the DOC CHSA
of any medical/dental  emergency  immediately after such emergency or within the
first working day after said emergency occurs.

5.      Payment for Services:

i

The fixed rate shall be reviewed at a public hearin,- attended by all interested
parties. Pursuant to statute and any amendments thereto, any increase shall -not
exceed the previous years Consumer Price Index for all .Urban Consumers  (CPI-U)
as prepared by the United States Bureau of Labor  Statistics or as otherwise may
be provided by State law.

DOC shall not be liable for and shall not pay the  Contractor  for any  expenses
not herein expressly provided for.

5.4.  The  contractor  has  agreed to a minimum  number  of 140  clients  plus 5
trustees  that it will  accept.  Should the  number of  clients  fall below this
number and remain at that level for more than 30 days, the Contractor may at his
option,  waive the minimum  number or give notice of his intent to terminate the
contract pursuant to paragraph 6 below.

5.5. This contract is for an indefinite number of clients and days. DOC makes no
representations  or  guarantee  that the  Contractor  will  house any  number of
clients for any amount of time.

6.      Liquidated Damages Non-Performance Penalties:

7

Termination of Convenience:

6.1     In the event of non-compliance by the contractor, the State may withhold
        as  liquidated  damages the amounts  designated in Attachment B from any
        amounts  owed to the  contractor.  The  parties  agree  that  due to the
        complicated nature of the contractors obligations under this contract it
        would be difficult to  specifically  designate a monetary amount for the
        Breach by the contractor  designated in Attachment B as said amounts are
        likely to be uncertain and not easily proven.

6.2     The State  shall  notify  the  contractor  in  writing of the Breach and
        afford 30 days time to cure the  breach  unless the matter is so serious
        that  immediate  correction  is needed or unless a longer time period is
        mutually agreed upon.

6.      The State shall notify the contractor in writing of the amounts to be
        withheld as liquidated damages.

6.4     Liquidated damages shall be assessed for each day the Breach remains
        uncured.

7.

6.5     The State is not obligated to assess liquidated  damages before availing
        itself of any otheor remedy.

6.5     The State may choose to discontinue  liquidated damages and avail itself
        of any  other  remedy  available  under  this  contract  or at law or in
        equity.

Either party may terminate  this  agreement at any time by giving written notice
to the other party of such termination and specifying the effective date thereof
at least 3 )0 days prior to the effective date of such termination. Such written
notice shall be by registered  mail to DOC in care of David C. Miller,  Chief of
Population Management and Fiscal Operations, Oklahoma Department of Corrections,
Private Prison Unit 2200 Classen Blvd,  Suite 1200,  Oklahoma City, OK 73106 and
to the  Contractor at 3115 N. Lincoln Blvd.,  Oklahoma  City,  Oklahoma 73 10 1.
Notice  given  pursuant  to the  provisions  of this  paragraph  shall be deemed
sufficient for all purposes.

8.      Duration of Agreement:

This contractual  Agreement shall be in effect through June 30, 1999, the end of
the fiscal year for the State of Oklahoma.

8

New Direction Centers of America
Ron Alexander

9.      Reizulations:

9.      1. This Agreement and all rights and duties arising  thereunder shall be
        governed  interpreted  and construed  according to the provisions of and
        under the laws of the State of Oklahoma.

9.2.    This document  represents the entire agreement between the parties.  Any
        modification, amendment or addition thereto must be in writing, executed
        by the parties and specifically referencing this Agreement.

9.3.    In  accepting  this  contract  the  Contractor  agrees that their books,
        records, documents, accounting procedures or any other items relevant to
        this  contract  are  subject to  examination  by the other party and the
        State Auditor and Inspector.

9.4.    The  contractor  shall  perform  all the duties  herein  through its own
        employees.  None of the duties  required  by this  agreement,  including
        restrictive  housing space,  shall be performed by another contractor or
        subcontractor unless the agreement has been first approved in writing by
        the DOC.

i

0

In Witness  Thereof,  the parties have executed this  Agreement in triplicate on
the
- day of December 1998.


Oklahoma Department of Corrections

David C. Miller, Chief of Population Management and Fiscal Operations

I

Approved as to form:

9

Ross Johnson
General Counsel Office

i

4

I

10

) ss

1. (s)he is the duly authorized agent of , the Contractor under the
contract which is attached to this statement,  for the purpose of certifying the
facts  pertaining  to the giving of things of value to  government  personnel in
order to procure said contract; (Name/Title) 5 19-.

Notary Public (or Clerk or Judge)
Cp

Affidavit of Non Collusion

STATE OF OKLAHOMA

COUNTY OF

, of lawful age, being first duly sworn, on oath says:


2. (s)he is fully aware of the facts and circumstances surrounding the making of
the contract to which this  statement is attached  and has been  personally  and
Idirectly  involved  in the  proceedings  leading  to the  procurement  of  said
contract; and C)

neither the  Contractor  nor anyone  subject to the  Contractor's  directi~n  or
control  has paid,  given or  donated  or  agreed to pay,  give or donate to any
officer or employee of the State of Oklahoma  any money or other thing of value,
either directly or indirectly, in procuring the contract to whigh this statement
is attached.

4

Subscribed and sworn to before me this  day of

(Seal)

I

I I

12

APPENDIX B

LIQUIDATED DAMAGES

Liquidated damages for each day of a breach will be calculated as follows:

Z~

V x B x $25.00 when

V = Relative value of Service Area
B = Relative value of the Breach

Service  Area 1: Value = 5:  Security  and Control,  ACA  Accreditation,  Health
Services, Use of Force, Escapes, Contract Monitoring,

Operator Breach

B

Failure to Provide Service

5

Failure to Document

2

Failure to Report

2

Failure to Comply with Other

5

Applicable Requirements

i

Service Area 2: Value = 4: Sanitation and Hygiene, Food Service, Mail, Religion,
Access to Court, Inmate Discipline,  Grievance, Visitation, Records and Reporfs,
Employee Qualifications & Training

Operator Breach

B

Failure to'Provide Service

4

Failure to Document

2

Failure to'Report

2

Failure to Comply with Other

4

Applicable Requirements

Service Area 3: Value = 3:  Operating  Standards,  Transportation,  Maintenance,
Repairs and Replacements,  Inmate Work, Academic & Vocational Training, Sentence
Computation    Data,    Classification    &   Case    Management,    Commissary,
Policies/Procedures/Post Orders, Inmate Management Fund/Bank Accounts

Operator Breach

B

Failure to Provide Service

3

Failure to Document

I

Failure to Report

1

Failure to Comply with Other

3

Applicable Requirements

I

I

APPENDIX B (continued)

Service  Area 4: Value = 2:  Laundry and Irunate  Clothing,  Telecommunications,
Supplies/Perisha~les, Recreation

Operator Breach

B

Failure to Provide Service

Failure to Document

I

Failure to Report

I

Failure to Comply with Other

3

Applicable Requirements

i

A.      The cost of transportation of the prisoners to and from the project;

~Jity of ya-on


~-.L i T        k-)[    , -i -i I       I --    " "


07/06/98        17: 15  '2405 948 1402  KATE BANNARD CTC        (107

PRISONERS PUBLIC WORKS CONTRACT
OKLAHOMA DEPARTMENT OF CORRECTIONS


"ATTACHMENT A"

S-

B.      The cost of lodging and food for the prisone-rs and correctional
personnel assigned to the, project;

The cost of guarding the prisoner;

$ - -- D. The cosT of all  tools  and  mztcriE~s  furnished  by the  DEPARTMENT;
$-.210-OC E. The cost of the salaries of the assigned  prisoner;  U' to fourteen
(14) p
                        irimaLes at Paygrade 3 ($15,00)

S 210.00 SUBTOTAL

x 10%   (S21,00)
Other miscellaneous.

$- 2121.00 TOTAL COST PLLIS 10% TO BE BILLED "viONTHLY
DATE:



,~eniiy Holloway, Dlstnict SuperV1130T




The number  of='Iat--&s  on each crew and the number of Crews can be expanded at
the above listed  facilities upon the agreement of the Depamiient of Corrections
mid the  City of  Yukon  as  long as the  said  expansion  does  not  aJier  the
cmiditions of this Agreement. IN WITNESS THEREOF, the parties have executed this
agreement in duplicate on the dale and year first above written.

Date

T .~

        no              -
For the Kat~e Barnard CCC
Subscribed and sworn to before Me this          9 q5,
        da-",)o f (~2dvl -7 1 -
        -7-/
        tap 1,

My. ~on-imissioii expires
y,otary Public

,-F

~ Cir4f Yukon

19

~:Fxe LZ,       el
t-
N6tar'y Public

i ~e ~~ / i J 14. j:~   4 O!D z Z; U ( 0 J b  k-; i I Y Ur ~ LrLA A   rA1,1L U )


07,106/08       17: 14  '2405 948 i402  KATE BARNARD CTC        zooe


~UPPLEMENTAL TO PRISONERS PUBLIC WORKS PROJECT CONTRACT



I

This  Agrecinew is intended to  supplement  and make more definite and cortami a
prior  agrceinent  heretofore  entered  into by the  parties  the  City of Yukon
heTeinafter   "AGENCY"  and  the  Kate  Bwmard  Community   Corrections   Center
hereinafter "DEPARTMENT" dated the 6tfi day of June 1998.

For the term  provided for U*1 the original  agreement  between the  above-named
palties,  specifically from July 1, 1998,  through June 30, 1999, the DEPARTMENT
agrees to:

2.

Provide  die  agency  with up to a  fourteen  inmate  =-w from  die Kate  Bamard
Conimunity Corrections Centcr for the City of Y. ukDn.

This  Supplemental  Agreement  shall be in effect fpT the same period of time as
the Prisoner  Public Works  Project  Contract  and  Termination  of the P"Isonur
Public Works Project Contract sliall act as a teTTnination of this  Supplemental
Agreement. This Supplement, howevcr, may im modified by agreement of the parties
without effecting the validity of the Prisoner Public Works Project ContTact.

ca_,, ~,/-/ ~411
6b~a/ie __

Suhsc;ribed and sworn to before roe this

My r-orninission expires J - ,C_~

V405 948 1402
KATE SONARD CTC
sovereign  immunity  defense  for tbe State of Oklahoma  or tbc'  Department  of
~orrections.
City of Yukon
ATTN: City Cierk
P.O. Box 85D500
Yukon, OK 73085
ZI 005
Oklahoma Dep~;~erit of Corrections day 0


otarv/Public

        1
-.4- day of

19

I=      JeI.44
'~"Notarv' P u b I i c
I
4

07/0e/98        IT,14

I

21. Either party may terminate this conti-act for any reason by providing thirty
days written  notification to the other party by ccrtffled  mail,  Tlet= receipt
requested.  The nif m to ran upon the next day after the  return  receipt  is ot
ication period shall beg' signed.

22. All notices  required  'in tlis  oontract  shall be mailed,  certificd  mail
return receipt requested to the addresses of the parties sct forth herein-,

Kate Barnard CCC
ATTN: Accountant
3200 NW 39th Street
OKC, OK 73112

23,  The lam of this  contract  shall  for a period  begi~iiaing  on the date of
execution  set forth  below and ending on the.  last day of the  current  fiscal
year.  The term of this contract  shali not extend  beyon&die end of the current
fiscal year, but may be shorter if ageed in writing.

24. The parties shall  execute this contract in duplicate  originals by affixing
their signatures hereto in the place provided,  and by affixing their respective
siparares  shall warTant that each has tile  authority to execute and bmid their
agencies,

The parti"-  agrcc and  understand  that the  pnigoners  shall not  displace any
employee of the Public Agency nor shall reduce the employment  opportunities  of
any citizen eligible and qualified.

DATE OF F-XF-CIJTION

        7

Date

Subscribed and swom to before me this

My commission expires   ILIOot

Subscribed. and swom to beforc me this

My coninliss ion expires
C:: ~or~ Citof Yukon

~~ I .
I ~1-1 I

1-/ ~ ~/ ~ -, J J               14 . . -        I U _-1 'J ~) . - -) I



07,106/98               17:13   V405 943 1402   KATE BARN.kRI) CTC      4


13. The  Department  shall  provide  the ?ublic  Agency  with COPiCS Of TeltVanr
Departnent  operational  policies and procedures  that are  applicable,  as well
as-.the  training  and  orientation  reqwired  for proper  implem  entation  and
security. ,

14. The Public Agency, urdess otherwise agree~d, shall pTo-vide work sli~ifts of
ro longei than cight  working  hours and to utilize  prisoners for no niore Than
eight hours per shift,  The normal  working hours shall be between 0700 and 1800
houTs each working  day.  Weekend or night  shifts are not  prohibittd  by tilis
contract but may be utilizcd  under the terms and  conditions of this  contract,
Any additional or different work sh~fts  required shaU be approved by the Warden
of the prisoner's correctional facility and attached as an addendum.

15, Either pany may  tcnTdnate  this contract for the failuie of the other party
to  pcr.Forrn as per the terms and  conditions  contaLincd  heTein,  Any damages
shall  be as  audiorized  by law in a  court  of  competent  juris4cidon  except
attorneys  fees and  related  legal  costs  which  shall  be bome by each  party
separately, Any n-&igaring circurristaric~es shall b~ considered by botb parties
in determining failu7e to perform.

16, In the evcnt a bona fide  dispute or a c=fllct of interest  arises  berwc-.n
the pardes which camnot be resolved thTough reasonable  dfligence,  tither party
may request  mediationunder  the Oklahoma  Dispute  Resolution Act, 12 O.S, 1989
Supp.  Sec 190 1 et seq, as  amended.  Such  rcqtiest  shall be agreed to by the
other party,  The pardes agree that this process shall bc bindiing and shall bar
any legal action in a judicial or quasi-judicial tribunal. All Costs Telaring to
this  proc;css  shall be bome  separately  by each party.  Any dispute shall noT
effect -lie performance  requirements and duties of this contract. The ccritract
shall remain in fall force and effcct uriless  odicrwise  tert-ninalcd or agreed
betwccn the parties.

The Public Agency shall  inauiltain  all records,  books of accotints,  and such
other  documents  roquired by law to be maintained  and accounted for, and shall
maintain  them in a safe  place,  and make them  available  to state wid fcderal
officials for inspection as  authoriz-.d-  by law,  including  Mispection by the
duly autborized officers of the Departnient.  The Public Agcncy shall retain all
records,  lbooks of accounts,  and such other documents mlcvant to this contract
for a period of three years and shall make thern  available  for  inspection  by
state and federal officials as required by law, including inspection by the duly
aud)orized officers of the Department,

18. If any  provision,  clause or  paragraph  of this  contact  or any  document
incorporated  by reference  shall be detzrrmned  invalid by a court of competent
jurisdiction,  sucb  deterrn~inztion  shall not  affect  the  other  provisions,
clauses  or  paragraphs  of  U-iis   contract  which  is  not  affected  by  the
deterriiization.  The  provisions,  Clauscs  or  paragr~phs  and &-iy  documents
incorporated by reference are declared severable.

19,      This contract shall be governed by the la~N,s of the State of Oklahoma,

-)0.

The parties  agree that the  Governmerital  Tort  Claims  Act, ', 1 ().8.  (1989
Supp,) Sect, v et sco is '~othjnv herem shall br constned is a wao.-cr of ~1~:

C.

The Wst of transportation of the prisoners to and from the project;  b. The cost
of lodgilig and food for the pTisoners and  correctional  persomiel  assigned to
the project;  The cost of guarding the  prisoneTS,  d, The cost of all tools and
materials funiished by the Department,  if azy, and; The cost of the salarics of
the  assigned  pnisoneTS.  f,  Ilyliscellaneous  11.  The  Dcpartment  shall  bo
responsible  for the  c~st of  mcdicaJ  and  denial  health  caxe  needs  of the
prisoners  including  emergencies  while  assi&med to the Public Works  Project,
uniess otherwise agreed in wniting. 6 I IJ2/ 2:~l 1 JIJ'J 14; 1 ~Z qu!Dj!)d It4d
clj~' Ur WKUN r~-~LU~4

I       -

01/06/98        17; 12  V405 948 1402   fUTE B.-kRNARD CTC


shall immediately notify t~e Department and the local 18W MfOMMent agency if any
prisoner is Tnissmg and believed to have escaped,  and shall 11nmeaiately report
any other serious rule  infraction.  Failure to return to the facility  shall be
deerried an ,escape and subject to penalty provided by law. The Department shall
have the ultimate responsibility for the security of the prisoners.

6. The Public  Agency  agrees to pay to the Departr iient the base cost plus ten
percent on a monthly billing basis,  tuiless othcrwise agreed. Ten percent above
ihe base cost shall be  charg.-d  to cover the cost,  if any,  of DOC  equipment
repair and replaccinent, The base cost may comprise the following categories:

I       - pl
No prisoner so assigned shah be  considered  as an em oyee of the  requesting or
Public Agcncy-,  nor shah any such prisoner come within any of the provisions of
the  State's  Labor  Code,  (40 O.S.  1991 see. I ct seq) or be  entitled to any
benefits  thereunder  wlietlicr on behal f of  him/berself  or that of any other
person

S. The Director of the  Department or his designee  shall at all =,es durmig the
term  of  this  contract  ha,,.,--   1,411jurisdiction  and  authonry  over  the
discipline  and conrrol of ~ie  prisoners  performing  WOTk On t1le Public works
project,  Unsat%isfactory  job performance  shall be docum.-nted and reported to
the Depar-cment  far discipline  which may inchide removal and forfeiture of any
earned CfCd~tS OT both.

9. The prisoners,  while assigned to the Public Works  project,  shall,  for the
purpose of punishment for escape,  be deemed to be on trusty status and shall be
=der the custody and control of the  Department of  Corrections.  The lirr~ts of
the place of cornzy~irm.ent  ai-e extended under the special  conditions of this
Prisoner  PubdcW07ks  Project Contract pursuant to 57 O.S. 1989 Supp. See, 501.1
(A) (4)

10, The Departnient  shall select and assign eligible  pi~soners to work for the
Public  Agency.  The  priisoneTs,  while  assi&rned to the Public Works Project,
shall be exempt from the provisions of the Worker's  Compcrisation Act, (85 O.S.
1981 sec. I et seq.)

I

12. The Depariment shall, iu~ess otherwise agreed, provide the transportation to
and from the wQrk site of the  prisoners  assigned to the Public Works  Project,
The Departrnerit shall vro~.Ide hinr.]),-~ tri t~,- -I.- -.L. . I

Lir- I L)t 1J1 I        r"Qr_UIL



07 / 00/ 0 8    17: 11  CZ405 948 1402  KATE BARNARD CTC


PRISONERS PUBLIC WORKS PROJECT CONTRACT
by and between
OKLAI-10;MA DEPARTMENT OF COkRECTIONS
KATE BARNARD COMMUNITY CORRECTIONS CENTER
and

CITY OF YUKON

This  contractual  agreement  is  entered  into  by  and  between  the  Oklahoma
Department  of  Corrections,  hereina~cr,  Depai-tment,  and the  City of  Yukon
hereinafter,  Public Agency, which has that prisoners be assigned to a prisoners
be assigned To a Public Works  Project  lierctofore  determined  by the Oklahoma
Board of Corrections to be of necessity for the public  well-being and conducive
to  rehabilitation  and die reductionof the recidivism  among the  participating
pnisoners.

This  contract is  authonzed  by 57 O.S.  1999 Supp.  'A 981 Sec 215 et seq, the
Prisoners Public Works Art.

For and in  consideration  of the fbUowing  terms,  conditions and covenants the
parties herein agree as follows:

The Public Agency shall submit a brief  description  of the Public Works Project
indicating  itit loca~on and type of work  required and shall request the number
of prisoncr.5 It needs to accomplish Lhe Public Works PTOject.  The Pubhu Agmicy
shall also prolyide work order5.  Job duties and assigriments,  and any training
to the  prisoners  and sha.]]  provide a safe working  enVironment  . The Public
Agency shall  ftaTiish all  matenals  and TooiS  necessary  for the ?"blic Works
ProJect.

2. The Public  Agency  a~Tecs to use  prisoners  assigned  to ihe  Public  Works
Project on public,  property  onfy,  except  that  =iTiate  labor may be used on
private  property for a pubhc  purpose.  Public  purpose  shall be defined -as a
purpose generally affecting the 0

public good of the  irl-abitants  of the state or political  subdMsion in aid of
exercising a  govenitliental  function.  The prison--rs  shall be utiliz-.d as a
group for this purpose and not as individuals.

3. 7"he Public Agency shaill not us-- thr, pnsoners to provide personal services
for private benefit not to supctvisc other iranates or prisoners, nor to operate
any motor  veh.icles.  The Public  Agency shall allow the  Department to conduct
unscheduled  pcriodir,  visits to the Public Works  Project work site To mon~tor
the prisoners and contract compliance.

The Public Agency ap-ees to comply with tbe Department's prisoncrs'vmrk force
        I d prisoner
racial balance  rtqwrement,  and shall, upon request,  relinquish any ass'Lpe to
the custody of the Department.

5. The Public Agency agrees to cooperate wid pro\11de  prisoner  counts at least
twic dAuv and v1,066c cl().se r)f th,, n, L1, . t

9       1 ..
 . -e
State of Oklahoma

Department of Central Services
Purchase Order
Agency

Reqn.#: 99-01237
PO# S033865
Terms: NET
Delivery

Date: 10/26/1998
Ship To:        131PE
        DEPARTMENT OF CORRECTIONS
        PRIVATE PRISONS UNIT
        2200 N CLASSEN BOULVARD
        OKLAHOMA CITY
Charge &        131PE
Invoice To:     DEPARTMENT OF CORRECTIONS
        PRIVATE PRISONS UNIT
        2200 N CLASSEN BOULVARD
        OKLAHOMA CITY
OK 73106
OK 73106
- Unit Price
Amount

30.500000       503,250.00
All in accordance with the attached agreement.
Prices exclusive of Federal and State Taxes.  Prices are FOB destination  unless
stated otherwise. VENDORS READ AND FOLLOW CLOSELY: This order void one year from
date of issuance.  The above order is issued in conformity  with your  quotation
and constitutes a contract.
3.      If payment is received in excess of 45 days
        after submitting proper invoice, vendor may be
        be entitled to claim interest penalty.
        For a copy of these regulations contact
                OFFICE OF STATE FIIJANCE
        Room 122, State Capitol Bldg, OKC, OK. 73105.

signed
Director/Designe-P title

Page    I

BUYER - IP      (405-52,~1-4058)

Date

Issued:10/27/98 Reqn.#: J035438
1. Vendor's office Copy

To:     731491219
        ATTN RON ALEXANDER
        NEW DIRECTION CENTERS OF AMERICA
        3115 N LINCOLN BLVD
        OKLAHOMA CITY OK 73105-5401

Item    Quantity Unit Commodity Code    Description

01      16,500.00       DAY 0952-49
Halfway Housing - General Halfway House Beds

TERMS:
Total Amount    $503,250.00


This contract  shall be considered to be in force until the  expiration  date or
until 30 days  after  notice  has been  given by either  party of its  desire to
terminate the contr-t.

Immediate  ca4cellation shall be administered when violations are found to be an
impediment to the function of the agency and  detrimental to its cause,  or when
conditions preclude the 30 day notice.

Contract Period:        9-1-98 thru 6-30-99

B.      The Contractor shall. not be allowed to house any inmates at another
location or building under this contract without first receiving written
permission form DOC.
Contractor's Conditions and Services: -

A.      Shall provide three nutritional balanced meals, according to a menu
approved by a licensed dietician, daily per correctional client.
 .9,

I, 7.7-i


HALFWAY HOUSE SERVICE CONTRACT
(Based an Fixed Rate Fee)

This  contract,  made and  entered  into this Tlst day of August,  1998,  by and
between the Oklahoma Department of Corrections,  Chief of Population  Management
and Fiscal Operations,  hereinafter "DOC",  acting pursuant to the provisions of
57 O.S. 1991, Section 561 as amended, and New Directions of America, hereinafter
"Contractor".

WITNESSETH

Whereas,  DOC  desired to purchase  the  services  of the  Contractor  for those
purposes and duties hereinafter enumerated on paragraphs numbered 1 and 2 below,
and;

Whereas,  the Contractor is willing to provide such services under the terms and
conditions hereinafter set forth.

Now,   therefore,   in  consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties agree as follows: I . Facility Location:

0

2.

A.  Contractor  agrees to house the inmates  assigned under this contract in the
facility located at 3115 N. Lincoln, Oklahoma City, Oklahoma.

B. Shall  provide at least one on duty alert  staff for each forty (40)  clients
for  supervision  and  assistance  to  correctional  clients at all  times.  One
individual shall be a roving patrol when all. other staff are absent.

C.    Shall provide at least twenty-five (25) square feet of unencumbered space
per occupant living area, and maintain clean, safe and healthy living areas
and grounds.

D.      Shall provide recreational facilities on grounds (i.e. pool tables, card
tables, weight room, etc.) and/or additional recreational activities' (i.e.
team sports, use of gymnasium, etc.).
0

P,
i;
I       I

E.  Shall  provide  procedures  to  maintain  all client  information  in strict
confidence  and shall not release such  information  pertinent to  apresently or
previously   assigned   client   without  first   receiving   cle~mce  from  the
supervisor/designee of the host facility and/or release from subject client. One
exception being host facility staff, after showing proper identification, -shall
have access to client records at all times.

F.  Shall  maintain  facilities  in such  condition  so as to  comply  with  all
applicable local and state fire and health codes, as well as compliance with the
Life Safety  Codes.  Copies of each  inspection  shall be provided to DOC within
seven (7) days of occurrence with a plan of corrective action.

Shall maintain the facility in compliance with the written  standards as set out
on Attachment A hereto and  incorporated  by  reference.  Each  contractor  must
establish a file for each standard which contains information to show compliance
95  percent  of the  standards  at the time of the - initial  audit.  Failure to
comply shall  result in a sixty (60) day  probationary  period,  after which DOC
will again review the standards in question to ensure compliance.  If at the end
of said probationary  period the facility again shows non compliance with the 95
percent of standards,  DOC shall at its option,  reduce the bed  utilization for
the  remainder  of the  contract  period by twenty  percent  (20%) or cancel the
contract in its entirety.

Shall  maintain  documentation  proving that the standards in the  Department of
Corrections  Halfway Housing  Requirements  are being met. The Contractor  shall
conduct an internal  audit of the  standards in the first quarter of each fiscal
year. A copy of this audit shal be forwarded  to the 6ontract  office  -oT-D-0-C
to-use as a guideline for the DOC audit:  Written plans of corrective  action by
the contractor shall be forwarded.  to the contract office within 15 days of the
contractor's audit.

I.      Shall provide a reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.

J. Shall provide such  additional  services as DOC may reasonably  require which
are necessary to maintain the health and safety of the client(s)  serviced under
this  contract.  In accepting  this  contract the  Contractor  agrees that their
books, records, documents,  accounting procedures or any other items relevant to
this  contract  are  subject  to  examination  by the other  party and the State
Auditor and Inspector.

K.     The Contractor shall attend and participate in an annual meeting/trhining
session with the Department of Corrections host facility/contract office
staff in order to maximize contract performance.

14

11

Shall ensure a case manager/counselor,  trained by the host facility,  maintains
individual file~  documenting  each clients program goals,  place of employment,
programmatic leaves, and any other significant events.

M.  Shall  ensure  that each  client  budgets  earned  income  according  to the
'Department  of Corrections  policies,  ensures jobs are monitored and that time
credits are submitted monthly on each client in a timely manner.

N.  Shall  provide  all  transportation  of  clients  for  program,  employment,
medical/counseling appointments, emergency leaves, to and from the host facility
and all other activities  except form one Department of Corrections  facility to
another.

0. The Contractor shall require clients to clean their  respective  living areas
to include sweeping, mopping, washing windows, etc: Clients may also be used for
lawn mowing, trash dumping and minor maintenance of the facility.  The intent is
that clients will not be used in lieu of paid workers.

P. Shall provide  information  to DOC staff of the arrest of any employee of the
halfway house. All of the Contractor's employees who perform regular work at the
facility  shall be  finger  printed  and a  background  check  conducted  by the
Oklahoma State Bureau of  Investigation  at the expense of the Contractor.  This
check shall occur when an employee is initially hired or upon the effective date
of this contract if the facility is operating.

At a minimum,  those  Contractors who contract for 20 or more bed spaces per day
shall  enter  into  candidate  status  for  American  Correctional   Association
accreditation  for Standards for Adult  Community  Residential  Services,  Third
Edition,  'Withi&~e  months of the  effective  date of this contract and achieve
accreditation  of the  facility  within  thirty-six  months  of  this  contracVs
effective date. Thereafter,  accreditation shall be continuously  maintained for
the term of this contract and any  extensions  thereof.  Any  contractors  whose
facilities  are so accredited at the effective  date of this contract shall keep
said accreditation  current during the term of this agreement and any extensions
thereof. Failure to comply shall result in termination of this contract.

R~ The facility  shall operate in accordance  with and keep Sections 3, 6, 9 and
12 of the  Department of  Corrections  Operations  Policies  updated as they are
issued by the host facility.

810

S.      The Contractor shall be responsible for the costs of DOC required fbims
(i.e. budgeting, leave itineraries, disciplinary, medical payment
authorizations, etc).




Areas of Performance:

The~'  services  of  the  Contractor   shall  be  performed  under  the  general
administration  of David C. Miller,  Chief of Population  Management  and Fiscal
Operations, Oklahoma Department of Corrections. The Contractor will be inspected
quarterly and audited  annually to ensure the  conditions and services are being
adequately  provided.  Medical  Responsibilities:  Medical  emergency  shall  be
defines as danger or threat of the loss of life or extremity.  Dental  emergency
shall be defines as cute  problems  in the mouth  exhibiting  symptoms  of pain,
swelling, bleeding and/or elevation of temperature.

I

Termination of Convenience:


I

t

4.

A. All medical and/or dental services shall be provided by DOC unless  alternate
services  are  approved  by DOC or such  services  are as a result  of a medical
and/or dental emergency.

i.

ii.

B.      The Contractor shall notify DOC of any medical/dental emergency
immediately after such emergency or within the first working day after
said emergency occurs.

5.      PRIaent for Services:

A.      As consideration for such services as outlines above, DOC agrees to pay
to pay the Contractor the sum of $ 30.50 per inmate per #day, excluding the
day of arrival.

B.      DOC shall not be liable for dnd shall not pay the Contractor for any
expenses not herein expressly provided for.

The contractor  has a minimum  number of 35 inmates that it will accept.  Should
the number of inmates fall below thi~  number-And  remain at that level for more
than 30 days, the Contractor may at his option, waive the minimum number or give
notice of his intent to terminate the contract pursuant to paragraph 6 below.

D.      This contract is for an indefinite number of inmates and days. DOC
makes no representations or guarantee that any number of inmates will be
housed by the Contractor for any amount of time.

 . 6.

Either party may terminate  this  agreement at any time by giving written notice
to the other party of such termination and specifying the effective date thereof
at

1.2 NDCA agrees to deliver  such inmates to the Office of the State Fire Marshal
not later than 8:00  o'clock am.  each  morning and The Office of the State Fire
Marshal agrees to have the inmates So delivered available for return to NDCA not
later than 5:00 O'clock p.m.

THIS  AGREEMENT  made and  entered  into  thi3lidday  of 1~ Ili 9 199~7.  by and
between  the  State of  Oldahoma,  Office  of the  State  Fire  Marshal  add New
DirectIF0-n Centers of America (NDCA).

I

WITNESSETH

WHEREAS, The Office of the State Fire Marshal is in need of a method or means of
transporting  Department  of  Corrections  irunates from NDCA to its location at
4545 N. Lincoln Blvd., Oklahoma City, OK; and,

WHEREAS,  NDCA has the means of transporting  such inmates pursuant to the terms
and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the sums herelilatter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:

Terms and Conditions.

4

NDCA agrees to  transport  not more than  fifteen  (15) inmates From NDCA to the
State Fire Marshal's location and Return On a daily basis.

1.3 The Office of the Stafe Fire  Marshal  will pay to NDCA the sum of $1.50 per
round trip per day for  transporting  the inmates.  Round Trips shall not exceed
two (2) trips per day.

1.4 NDCA will invoice the State Fire Marshal's Office in a form  satisfactory to
the  State  Fire  Marshal's   Office  on  a  monthly  basis  for  the  described
transportation services.

2.      Representations and Warranties.

2,1     The State Fire Marshal's Office  represents and warrants that it has The
        power and authority to enter into this agreement and that this affeement
        is not in violation of any  ordinance,  regulation or statute  governing
        the City. State or its operation.

2.2     The State Fire Marshal's Office represents and warrants that any inmates
        who it will r~quest that NDCA transport will be those who have

I

Nothing herein shall constitute any warranty or representation by NDCA conceming
the abilities,  quality or character of any of the inmates  transported by it as
the parties hereto recognize that NDCA's sole Obligation under this agreement is
for the timely transportation of The designated inmates. 0

        13      A
I .             I , '.  0

2.3

been approved by the Department of Corrections to perfonn services for the State
Fire Marshal's Office pursuant to The State Fire Marshal's Office Agreement with
said Departjnent.

3.      Terms and Termination,

This  Agreement  shall be for a period not ir.  excess of one (1) year and shall
expire unless extended or renewed on the anni- I versary date of its execution.

is Agreement may upon thirty (30) days written notice be
3.2     Th'
Terminated by either party.

4.      Entire Agreement.
4.1 The document shall constitute the entire  agreement  between the Parties and
shall not be modified except in writing.

THE OFFICE OF THE STATE
FIRE MARSHAL -

BY: - qtjtll~--

NEW DIRECTION CENTERS OF AMERICA


BY

I
I

0

I .     I
 .1

TUIS AGREEMENT madeand entered into thiodday of' 1997.

        N

by and between the State of  Oklahoma,  Office of the State Fire i tars-hal  add
New Direction Centers of America (NDCA).

WITNESSETEI

WEDEREAS,  The Office of the State Fire  Marshal is in need of a method or means
of transporting  Department of Corrections irimates from NDCA to its location at
4545 N. Lincoln Blvd., Oklahoma City, OK; and,

WHEREAS,  NDCA has the means of transporting  such inmates pursuant to the terms
and conditions hereinafter set forth.

NOW, THEREFORE,  for and in consideration of the sums hereinafter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:

Terms and Conditions.

1.1 NIDCA aarees to  transport  not more than fifteen (15) inmates From NIDCA to
the State Fire Marshal's location and Re-tum On a daily basis.

1.2 NDCA a-crees to deliver such inmates to the Office of the State Fire Marshal
not later than 8:00 o'clock a-m.  each morning and The Office of the  State'Fire
Marshal  agrees to have the inmates So delivered  available  for return to NTDCA
not later than 5-00 O'clock P.M.

1.3 The Office of the State Fire Marsfial Will pay to NDCA the sum of 5 1.50 per
round trip per day for  transporting  the inmates.  Round Trips shall not exceed
two (2) trips per day.

1.4 NDCA will invoice the State Fire N/farshal's  Office In a form  satisfactory
to the  State  Fire  Marshal's  Office  on a  monthly  basis  for the  described
transportation services.

2.      Representations and Warranties.

,)Il The State Fire  Marshal's  Office  represents  and warrants that it has The
power and authority to enter into this  agreement and that this aareement is not
in violation of any ordinance,  regulation or statute  governing the City. State
or its operation.

The State Fire Marshal's Office  represents and warrants that any i . nmates who
it.will request that NDCA transport will be those who have

 .       ~1
C-)
( I "-)
THE OFFICE OF THE STATE FIRE INLUISHA17

I

~r

been approved by the Department  oCCorrections to perform services for the State
Fire Marshal -s Office pursuant to The State Fire t\vlarshal's  Office Agreement
with said Department.

Nothing  herein  shall  constitute  any  warranty  or   representation  by  NDCA
concerning the abilities, quality or character of any of the inmates transported
by it as the parties  hereto  recognize that NDCA's sole  Obligation  under this
azeement is for the timely transportation of The Isignated inmates.

J.      Terms and Termination.

This  Agreement  shall be for a period not 1r.  excess of one (1) year and shall
expire unless extended or renewed on the anniversary date of its execution.

This Agreement may upon thirty (330) days written notice be Terminated by either
party.

4.      Entire Agreement.
4.1 The document shall constitute the entire a-ozeement  benveen the Parties and
shall not be modified except in writiliz

0

BY:

NEW DIRECTION CENTERS OF AMERICA

BY:

NDCA agrees to deliver  such inmates to the Office of the State Fire Marshal not
later  than 8:00  o'clock  a.m.  each  morning  and The Office of the State Fire
Marshal agrees to have the inmates So delivered available for return to NDCA not
later than 5:00  O'clock  P.M.  The Office of the State Fire Marshal will pay to
NDCA the sum of $1.50 per round trip per day for transporting the inmates. Round
Trips shall not exceed two (2) trips per day.  The State Fire  Marshal's  Office
represents  and warrants  that it has The power and authority to enter into this
agreement  and  that  this  ap-reement  is not in  violation  of any  ordinance,
regulation or statute governing the City. State or its operation.

I
0

i,)


THIS AGREEMENT made and entered into this       day of  .9199 - .
by and between the State of Oklahoma,  Office of the Staie-Pire  Marshal and New
Direction Centers of America (NDCA).

WIT-NESSETH

WHEREAS, The Office of the State Fire Marshal is in need of a method or means of
transporting Department of Corrections inmates from NDCA to its location at 4545
N. Lincoln Blvd., Oklahoma City, OK; and,

WHEREAS, NDCA has the means of transporting,  such inmates pursuant to the terms
and conditions hereinafter set forth.

NOW, THEREFORE,  for and in consideration of the sums hereinafter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:

Terms and Conditions.

1.2

1.3

NDCA agrees to  transport  not more than  fifteen  (15) inmates From NDCA to the
State Fire Marshal's location and Return On a daily basis.

1.4 NDCA will invoice the State Fire Marshal's Office in a form  satisfactory to
the  State  Fire  Marshal's   Office  on  a  monthly  basis  for  the  described
transportation services.

2.      RepresentatignN and Warranties.

2,1

2.2     The State Fire Marshal's Office represents and warrants that any inmates
        who it will request that NDCA transport will be those who have

Nothing  herein  shall  constitute  any  warranty  or   representation  by  NDCA
concerning the abilities, quality or character of any of the inmates transported
by it as the parties  hereto  recognize that NDCA's sole  Obliuation  under this
agreement is for the timely  transportation of The ~esignated  inmates. I I This
Agreement  shall be for a period not in excess of one (1) year and shall  expire
unless extended or renewed on the anni versary date of its execution.

2.3
I"      )
been approved by the Department of Corrections to perform services for the State
Fire Marshal's Office pursuant to The State Fire Marshal's Office Agreement with
said Qepartment.

3.      Terms and Termination.

This  Agreement may upon thirty (30) days written notice be Terminated by either
party.

4.      Entire Agreement.
4 1     The document shall constitute the entire agreement between the
Parties and shall not be modified except in writing.

THE OFFICE OF THE STATE FIRE MARSHAIL

BY:

NEW DIRECTION CENTERS OF ATMERICA

BY:

EXHIBIT D

LICENSES AND PERMITS

Accreditation from American Correctional Asssoication
Certified Alcohol and Drug Abuse Treatment Program
Oklahoma Department of Mental Health and Substance Abuse Services
Oklahoma State Department of Health License

0

Commission On Accreditation For Cuirections

and the
American Correctional Association
awards

 .-DITA

AMERICAN CORRECTIOPM ASSOCIATION to '1 1 1j4v New Direction Founbation, Inc.

A

New Direction Centers of America

0aahoma Cit~, okfafioma

1998-2001
an Muft Communit~ Resiaentict(Service

presented this lotfi -day of August 1998

0WWCR

COfiQISS*N CHAWMAN
,CIRE(~M STA14DARDS ANOILCIMMAILIN

in recognition of the attainment of excellence in the operation of

4

I

Oklagma Slate Department QUental Health &
        Substance Abuse gervices

MF--NTAI- HE    N
A U 1-1 A 11-

        RV I CF-S
SLJ13STANcr- APuysr-.SV-

Certified Alcohol and Drug Abuse,,
Treatment Program

THIS IS TO CERTIFY THAT

NEW DIRECTION CENTERSbF AMERICA

Meets the Standards and Criteria for an Alcohol and Drug Abuse Treatment Program
as prescribed by the Alcohol and Drug Abuse Prevention,  Training, Treatment and
Rehabilitation  Authority as vested in the Oklahoma  State  Department of Mental
Flealth and Substance  Abuse Services by Section 3-415,  Oklahoma  Statutes 43A,
1986.

DMHSAS Certification 499-1138AD
        March, 2002

Expiration Date

A.
Al'

~ I TO.

CertificaUon Numbor 067

Has been approved to provide

SERVICES FOR-DRINKING DRIVEROFFENDERS;:"~

From: QZ/18/98

Administrator.

EXPIRATION DATE 12/u5/99
LICENSE OKLAHOMA STATE DEPARTMENT OF HEALTH     ESTABLISHMENT
        1000 NE 10th Street     NUMBER
        Oklahomn City, OK 73117-1299    55 0016043
ISSUED FOR      (4050) 271-5243
RECEIPT NO.     FEE
042148  $00-ou
LICENSE NOT TRANSFERRABLE
OWNERS/OPEBATORS NAME:
UEW DIRECTION CYR Of AMERICA

if .

 .1.

45 IF   FOOD SERVICE5
NEW DIRECTION CENTER OF AMERIC
3115 N LINCOLN
OKLA CITY               OK 73105

LICENSE~ MUST BE POSTED

DATE ISSUED 12/05/98

ESTABLISHMENT

NEW DIRECTION CENTER OF AMERIG
3115 N LINCOLN
OKLA CITY       UK      73105
11

I       x
'i
 .       I
; I I :

J.R. Nida, M.D.

STATE COMMISSIONER OF HEALTH

I

Name:   New Direction Centers of America

EXHIBIT E

INTANGIBLES

EXHIBIT F

LIST OF MEMBRS OF NEW DIRECTION CENTERS OF AMERICA, L.L.C. AND
HORIZON LODGES OF AMERICA, INC.

Members of New Direction Centers of America, L.L.C.:

CCI-LLC
P 0 Box 720147
Norman, OK 73072

Fausta Bish
440 N Hill

Hobart, OK73651

Randall Brown
250 Holly Circle
Noble, OK 73068

Calvin Craft
6715 N Prospect

Oklahoma City, OK 73111

R C Cunningham Family Revocable Trust
2680 W 1-40 Service Road

Oklahoma City, OK 73108

Jack Doolittle
5201 SE 58h Place

Oklahoma City, OK 73135

William Francis
6231 NW 63 d Suite F
Oklahoma City, OK 73132

Saquita Frazier
12432 Trail Oak Drive
Oklahaoma City, OK 73120

Robert Graham

829 NW 69"
Oklahoma City, OK 73116

Ashley Properties
1432 SE 24h Street
Norman, OK 73071

Velma Hubbard
3600 N Forest Park Drive
Oklahoma City, OK 73121

Talbot Investment Co
5929 N May
Oklahoma City, OK 73112

I

Exhibit F
Page 2


David Talbot, 111; Talbot Investment Co
5929 N May

Oklahoma City, OK 73112

David Talbot, SR.
2713 Elmhurst
Oklahoma City, OK 73120

Douglas Wall, Attorney at Law
216 E Eufala

Norman, OK 73069

Donita Reeves
417 Dauphin
Edmond, OK 73034

Horizon Lodges of America, Inc.:

Sole Stockholder:
Timothy R Moore
10800 S Timberline Drive
Norman, OK 73071

EXHIBIT "G"

Amendment of Purchase Agreement
Between
ND Acquisition, Inc.
New Direction Centers of America, LLC
Dated March 5, 1998

Date of said agreement is March 3, 1998.  Effective date for accounting purposes
is June 1, 1998.

Liabilities  to be assumed under  section 2.01 (c) are as follows  effective May
31, 1998:

Accounts Payable ........................   $   189,669.35
Accrued Rent ............................   $    14,000.00
Accounts Payable IRS 940 ................   $     1,933.62
Accounts Payable IRS 941 ................   $    31,620.86
Accounts Payable OTC ITW ................   $     4,245.74
Accrued Interest ........................   $     3,113.52
Note Payable First Enterprise 15588 .....   $    25,212.34
Note Payable First Enterprise 15259 .....   $     3,525.15
Note Payable First Enterprise
(Mortgage Horizon Lodges of America, Inc.   $   602,508.28
Note Payable RC Cunningham ..............   $   227,000.00
Note Payable RC Cunningham ..............   $    91,268.71
Note Payable CR, LLC ....................   $     8,000.00
Note Payable Talbot .....................   $     4,090.00

Assumption  of Royalty  agreement  dated April  7,1997.  between  New  Direction
Centers of America, L.L.C. and Hal Ruppert,  Barbara Ruppen, and George Ruppert,
individuals. Accepted this 5th day of March, 1998

ND ACQUISITION, INC.    NEW DIRECTION CENTERS OF AMERICA, L.LC



By      S/                                      By              S/
        R.C. CUNNINGHAM, PRESIDENT     RONNIE M. ALEXANDER, SR., MANAGING PARTER


By              S/



By              S/


1

4
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 210177}]
{"company-data": {"conformed-name": "SOONER HOLDINGS INC /OK/", "cik": "0000861370", "assigned-sic": "2086", "irs-number": "731275261", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18344", "film-number": "580762"}, "business-address": {"street1": "2680 W I-40", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73108", "phone": "4052368332"}, "mail-address": {"street1": "2680 E I-40", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73108"}, "former-company": {"former-conformed-name": "CHARLIE O COMPANY INC", "date-changed": "19930328"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (date of earliest event reported) May 7, 1998

                           Commission File No. 0-18344

                             SOONER HOLDINGS, INC.
       (Exact name of small business issuer as specified in its charter)

            Oklahoma                                             73-1275261
(State or other  jurisdiction of                               (IRS Employer
incorporation  or  organization)                             Identification No.)

 2680 W. I-40  Oklahoma City, Oklahoma                                  73108
(Address of principal executive offices)                              (Zip Code)

                 Issuer's telephone number, including area code:
                                 (405) 236-8332

  ----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Item 2. Acquisition or Disposition of Assets.

        Effective June 1, 1998,  New  Directions  Acquisition  Corp.  (NDAC),  a
wholly owned  subsidiary of Sooner Holdings,  Inc. (the Company),  completed the
acquisition  of the operating  assets and certain  liabilities  of New Direction
Centers  of  America,  L.L.C.  (New  Directions).  These  assets  relate  to the
operation of a community  correction  business in Oklahoma City,  Oklahoma.  The
purchase price for the assets  acquired was the issuance of 1,000,000  shares of
common  stock of the  Company,  $1,000,000  in a note payable (the Note) and the
assumption  of  approximately  $1,464,000  of  liabilities,  which  includes the
mortgage on the real estate.

The  acquisition  of these assets were accounted for as a purchase in accordance
with Accounting  Principles Board Opinion No. 16, with the cost allocated to the
net assets acquired based on their estimated fair values.  The operations of the
New  Directions  business  will be included in the  financial  statements of the
Company from the date of acquisition.

The assets  acquired  include a $227,000  Certificate  of Deposit , the facility
which  the  business  operates  from  which  is  zoned  for  use as a  community
correction center, and all furnishings and fixtures.

        The Note issued to New  Directions  bears interest of 10% per annum with
principal  and  interest  due on June 1, 2001.  New  Directions  is  expected to
distribute the shares of common stock to its members, including the president of
the Company and the new vice president of NDAC,  who previously  managed the New
Directions business.

        With  the  New  Directions  acquisition,  NDAC  assumed  operation  of a
community correction center,  commonly known as a halfway house, which currently
has  approximately 140 beds available but is licensed to provide up to 300 beds.
The  center   operates  under  a  contract  with  the  Oklahoma   Department  of
Corrections,  which provides clients to the center.  The center is a residential
facility  for  adult  female  offenders   transitioning  from  institutional  to
independent  living.  Offenders are eligible for these  programs  based upon the
type of offense committed and behavior while  incarcerated in prison.  Offenders
generally spend the last six months of their sentence in a community corrections
program.  The goal and mission of NDAC's  community  corrections  business is to
reduce  the  likelihood  of an inmate  committing  an offense  after  release by
assisting in the reunification process with family and the community.  Offenders
must be employed, participate in substance abuse programs, submit to random drug
testing,  and pay a fixed  payment to the  government  to offset the cost of the
program.  The Company supervises these activities at its center. The Company has
retained all existing management and employees of the center.

        The  Company's  business  strategy is to become a leading  developer and
manager  of  quality,  privatized  community  correction  facilities,  initially
focusing in Oklahoma.  Management intends on developing its community correction
business by developing facilities or expanding into existing facilities.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Financial Statements

        The following financial  statements of New Direction Centers of America,
L.L.C. are filed as part of this report:

Pro Forma Financial Informat

        Effective  June 1, 1998,  the Company,  acquired  through a wholly owned
subsidiary,  all of the assets of New Direction Centers of America,  L.L.C. (New
Directions) in exchange for 1,000,000  shares of common stock of the Company,  a
note payable of $1,000,000 and the assumption of liabilities of $1,464,000.  The
acquisition was accounted for as a purchase.

        The purchase  price was  allocated to the  tangible and  intangible  net
assets  based on their  fair  values as  follows:  approximately  $1,750,000  to
contract rights acquired, approximately $450,000 to facility land, building, and
equipment,  approximately  227,000 to certificates of deposit, and the remaining
amount of approximately $90,000 to accounts receivable and other assets.

        The following unaudited pro forma combined results of operations for the
year ended  December  31,  1997 and for the short  period  ended  March 31, 1998
assumes  that the  acquisition  had  occurred on January 1, 1997.  The pro forma
combined  results of operations is presented for  information  purposes only, is
based on historical  information,  and does not  necessarily  reflect the actual
results that would have  occurred  nor is it  necessarily  indicative  of future
results of the combined enterprise:

        The following Exhibits are filed as part of this report:

Exhibit           10.13
Description       Agreement of Sale and Purchase of Assets dated March 5, 1998

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date:  March 15, 2000

                                                        SOONER HOLDINGS, INC.
                                                        --------------------
                                                            (Registrant)

                                            By: R.C. Cunningham II
                                                -----------------------------
                                                R.C. Cunningham II, President
                                                (Chairman of the Board)

The Members
New Direction Centers of America, LLC
Oklahoma City, OK

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

        We have audited the accompanying  balance sheet of New Direction Centers
of America,  LLC as of May 31, 1998,  and the related  statements  of income and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

        We conducted our audit in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position of New  Direction
Centers of America,  LLC as of May 31, 1998,  and the results of its  operations
and cash flows for the year then ended in  conformity  with  generally  accepted
accounting principles.

        The accompanying  financial  statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 8 to the
financial statements, the Company has experienced substantial, continuing losses
since inception. Because of excessive fixed obligations and the inability of the
Company to generate  sufficient cash to sustain  operations,  substantial  doubt
exists as to its ability to continue as a going concern.  Management's  plans in
regard to  addressing  these issues are also  described in Note 8. The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

BUXTON & CLOUD, P.C.

November 17, 1999

                     New Direction Centers of America, LLC
                                 Balance Sheet
                               As of May 31, 1998

                                     ASSETS
Current Assets
  Cash ....................................................         $     7,966
  Certificates of Deposit .................................              40,164
  Accounts Receivable - Contracts .........................              84,946

  Other Current Assets
    Linen Stock ...........................................                 997
    Prepaid Insurance .....................................              10,084
                                                                    -----------
       Total Other Current Assets .........................              11,081
                                                                    -----------

       Total Current Assets ...............................             144,157
                                                                    -----------
Property and Equipment
  Net of Accumulated Depreciation .........................             398,632

Deferred Charges and Intangibles
  Net of Accumulated Amortization .........................             605,232

Certificates of Deposit - Pledged .........................             227,000
                                                                    -----------

       Total Assets .......................................         $ 1,375,021
                                                                    ===========

                        LIABILITIES AND MEMBERS' CAPITAL
Current Liabilities
  Loans Payable - Short Term ..............................         $ 1,064,798
  Accounts Payable ........................................             137,828
  Accrued Payroll .........................................              14,245
  Payroll Taxes Payable ...................................              34,684
  Current Portion of Long Term Debt .......................              10,296
                                                                    -----------
       Total Current Liabilities ..........................           1,261,851

Long Term Debt - less
  current portion above ...................................             584,843
                                                                    -----------

       Total Liabilities ..................................           1,846,694
                                                                    -----------

Members' Capital ..........................................            (471,673)
                                                                    -----------

       Total Liabilities and Capital ......................         $ 1,375,021
                                                                    ===========

        The accompanying notes are an integral part of these statements.

                     New Direction Centers of America, LLC
                             Statement of Operations
                        For the year ended May 31, 1998

Revenues
  Contract Revenues .............................                     $ 918,314
  Private Revenues ..............................                        18,498
                                                                      ---------
    Total Revenue ...............................                       936,812
                                                                      ---------

Cost of Care
  Client Supplies ...............................                         8,955
  Security and Transportation ...................                        28,798
  Care and Feeding ..............................                        85,429
  Personnel Costs ...............................                       422,669
                                                                      ---------
    Total Cost of Care ..........................                       545,851

        Gross Margin ............................                       390,961
                                                                      ---------

Administrative and Maintenance
  Building and Maintenance Costs ................                        95,716
  Administrative Expense ........................                       229,513
  Depreciation & Amortization ...................                        50,724
                                                                      ---------
    Total Administrative and Maintenance ........                       375,953
                                                                      ---------

Income (Loss) from Operations ...................                        15,008
                                                                      ---------

Other Income (Expense)
  Interest Income ...............................                        14,458
  Vending Income ................................                        12,661
  Interest Expense ..............................                      (140,087)
                                                                      ---------
    Net Other Income (Expense) ..................                      (112,968)
                                                                      ---------

Net Income (Loss) ...............................                     $ (97,960)
                                                                      =========

        The accompanying notes are an integral part of these statements.

                     New Direction Centers of America, LLC
                            Statement of Cash Flows
                        For the year ended May 31, 1998

Cash flows from operating activities:

  Net income (loss) ...........................................       $ (97,960)
                                                                      ---------
  Adjustments  to  reconcile  net  income  to
    net  cash  provided  by  operating activities:

    Depreciation and amortization .............................          50,724
    (Increase) decrease in accounts receivable ................          (3,860)
    (Increase) decrease in prepaid expenses ...................            (569)
    (Increase) decrease in inventories ........................            (144)
    (Increase) decrease in other assets .......................            (164)
    Increase (decrease) in accounts payable ...................          89,134
    Increase (decrease) in accrued liabilities ................          27,110
                                                                      ---------

    Total adjustments .........................................         162,231
                                                                      ---------

  Net cash provided (used) by operating activities ............          64,271
                                                                      ---------

Cash flows from investing activities:

  Cash payments for the purchase of property ..................        (131,588)
                                                                      ---------

  Net cash provided (used) by investing activities ............        (131,588)
                                                                      ---------

Cash flows from financing activities:

  Proceeds from issuance of long-term debt ....................          (5,500)
  Net short term borrowings from related parties ..............          94,909
  Net activity on other short term debt .......................         (41,566)
  Principal payments on long-term debt ........................          15,089
  Member withdrawals ..........................................         (11,124)
                                                                      ---------

  Net cash provided (used) by financing activities ............          51,808
                                                                      ---------

Net increase (decrease) in cash and equivalents ...............         (15,509)

Cash and equivalents, beginning ...............................          23,475
                                                                      ---------

Cash and equivalents, ending ..................................       $   7,966
                                                                      =========

  Cash paid for interest expense                                      $ 135,766

           See accountant's report and notes to financial statements.

                     New Direction Centers of America, LLC
                         Notes to Financial Statements
                                  May 31, 1998

1.  Nature of Organization
    ----------------------

        New Direction  Centers of America,  LLC is a limited  liability  company
(LLC) organized under the laws of the State of Oklahoma.  By law, members of the
LLC are not  liable  for  the  debts  of the LLC  except  by  individual  member
agreement on specific debts.

        The LLC is the sole owner of a  corporation,  Horizon Lodges of America,
Inc.  (Horizon).  Horizon  owns the real  estate in which the  company  conducts
business. Horizon is consolidated with the LLC in these statements.

        The LLC operates a pre-release  confinement and counseling facility with
a capacity of 145 inmates. The LLC's primary source of revenue is contracts with
the Department of  Corrections  of the State of Oklahoma.  The LLC also provides
services to individuals and other  organizations on a month-to-month  basis. The
LLC provides  transportation  and security for inmates to and from  work-release
employment.

        Contracts  with the  Department of  Corrections of the State of Oklahoma
are  renewable  annually.  The LLC has no assurance it will  continue to receive
awards of these contracts.

2.  Summary of Significant Accounting Policies
    ------------------------------------------

        Cash
        ----
        The LLC  records  as a  current  asset  cash,  which  is  available  for
operations within the operating cycle of the business.  Certificates of deposit,
which are  pledged as  collateral  on loans and are  therefore  unavailable  for
operations are recorded as a non-current asset.

        Accounts Receivable and Allowance for Doubtful Accounts
        -------------------------------------------------------

        The LLC has  experienced  no  losses  on  accounts  receivable  from its
primary  contracts.  Therefore,  no allowance for doubtful  accounts is recorded
against these contracts.

        The  LLC  does  not  record  accounts   receivable  from  month-to-month
services.  Collection of these accounts is usually in doubt. Therefore,  the LLC
records revenue from these services on the cash basis.

        Property and Equipment
        ----------------------

        Equipment  and  improvements  are recorded at cost when  acquired.  When
equipment and  improvements  are retired,  the cost and  applicable  accumulated
depreciation and  amortization are removed from the respective  accounts and the
resulting gain or loss is recognized.  Maintenance,  repairs, and minor renewals
are charged to expense as incurred.

        Depreciation and Amortization
        -----------------------------

        Equipment and improvements are being  depreciated and amortized over the
estimated  useful lives of the assets.  The building is depreciated  over twenty
years.  Improvements  to the building  are  depreciated  over ten years.  Office
furniture,  computer equipment,  and client furniture are depreciated over three
to ten years. Vehicles are depreciated over three to four years.

        Intangible Assets
        -----------------

        Goodwill was acquired through the purchase of Horizon in 1997.  Goodwill
is amortized  over twenty  years.  The closing costs  associated  with the first
mortgage  on the  building  originated  in 1997 are  amortized  over  twelve and
one-half years.

        Income Taxes
        ------------

        The LLC files as a partnership  for tax purposes.  The tax effect of the
income or loss is recognized at the partner  level.  Therefore,  there is no tax
liability recorded at the LLC level.

        Compensated Absences
        --------------------

        The LLC has not recorded a liability for  compensated  absences in these
financial statements.  Due to a high turnover of personnel,  management believes
any existing liability is not material to the financial statements.

        Principles of Consolidation
        ---------------------------

        The acquisition of Horizon is accounted for as a purchase of assets. The
land and  building are recorded at fair market value as of the date of purchase.
The first  mortgage  and  associated  loan  acquisition  costs are  recorded  at
carrying values,  which reflect fair market value. The difference  between these
amounts  and the book value of the stock on the books of the LLC is  recorded as
goodwill.

        Use of Estimates
        ----------------

        The  preparation  of  these  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3.  Property and Equipment
    ----------------------

        Property and Equipment consisted of the following at May 31, 1998:

           Land ................................   $ 120,000
           Building ............................     130,000
           Building Improvements ...............     136,696
           Client Furnishings ..................       6,595
           Vehicles ............................      22,100
           Office and Computer Equipment .......      14,940
                                                   ---------
              Total cost .......................     430,331

              Accumulated Depreciation .........     (31,699)
                                                   ---------
           Net Property and Equipment ..........   $ 398,632
                                                   =========

        Depreciation expense charged for the year totaled $ 17,724.

4.  Deferred Charges and Intangibles
     -------------------------------

        Deferred  charges and intangibles  consisted of the following at May 31,
1998:

           Goodwill originating from purchase of Horizon   $ 611,420
           Loan origination and closing costs from first
             mortgage on Horizon properties ............      30,359
           Organization costs ..........................       1,750
                                                           ---------
           Total cost ..................................     643,529

           Less accumulated amortization ...............     (38,297)
                                                           ---------

           Net deferred charges and intangibles ........   $ 605,232
                                                           =========
           Amortization expense charges for the year totaled $ 33,000.

5.  Notes Payable
    -------------

        Notes payable consisted of the following at May 31, 1998.

        Related Parties
        ---------------

        From a member, unsecured, interest paid at certificate
           of deposit rate when interest is paid on certificates
           (currently 4.5%), no stated maturity                      $  227,000
        From a member, unsecured, non-interest bearing, no
           stated maturity.                                              80,120
        From corporations controlled by a member, unsecured,
           non-interest bearing, no stated maturity.                     82,709
        Payable to a member, unsecured, non-interest bearing,
           no stated maturity.  Originated in transaction
           acquiring Horizon                                             40,000
                                                                      ---------

           Total related party notes                                  $ 429,829
                                                                      ---------

        Banks
        -----
        Line of credit dated March 10, 1997, extended by
          agreement.  Original principal $25,030.
          Interest payable quarterly at 2.00% over New York
          prime (currently 10.50%).  Secured by personal
          guarantees of members.                                         24,829

        First  mortgage on property  owned by Horizon.
           Dated April 10,  1997.  Original principle $625,000.
           One-year renewable note amortized over 12.5 years.
           Interest at 2.00%  over New York prime  (currently
           10.50%).  Payments  due at $7,500 per month
           including  principal and interest.  Secured by Land,
           building,  personal guarantees of three members,
           and  certificates  of deposit  totaling  $227,000.           602,508
                                                                      ---------

           Total Banks                                                  627,337
                                                                      ---------

        Premium Finance agreement originated October 29, 1997,
           original amount $ 21,974.90.  Interest at 12.5%.
           Nine monthly payments of $2,570.58.                            7,632
                                                                      ---------

        Total Notes Payable                                          $1,064,798
                                                                      =========

6.  Long Term Debt
    --------------

        Note payable to an individual dated April 10, 1997.
           Payable at $4,000 per month for one year, and
           $6,000 per month for the following nineteen years.
           Initial principal calculated to be $578,284 at 10.5%
           interest.  Initial terms of payments create negative
           amortization for the first year.  Unsecured except
           by acceleration clause.                                   $  591,634

        Note payable to bank.  Original note dated October 20,
           1995 in the amount of $13,815.  Extended by agreement
           and additional principal of $5,500 advanced on July 20,
           1997.  Payments monthly at $645.00 including principal
           and interest at 11.00%.  Secured by vehicle.                   3,505
                                                                      ---------

        Total long term debt                                            595,139

        Less current portion                                            (10,296)
                                                                      ---------
        Net long term debt                                           $  584,843
                                                                      =========

     Five year maturities of long term debt are:

           1999                                         $ 10,459
           2000                                           11,611
           2001                                           12,891
           2002                                           14,311
           2003                                           15,889
           Future                                        535,277

7.  Related Party Transactions
    --------------------------

        Loans - See note 5.
        -----

        Other
        -----

        The  facility  manager  is a member of an LLC,  which is a member of the
company. In connection with his management services,  he was paid $70,000 during
the  year.  In  addition,  he was paid  other  miscellaneous  minor  amounts  as
reimbursements for expenses he incurred in day-to-day operations.

        A family  member of the  manager  was paid  $15,381 in  connection  with
remodeling and rehabilitation of the facility.

8.  Going Concern
    -------------

        Background
        ----------

        The LLC has experienced  substantial tax and cash losses each year since
inception.  During the year covered by these  financial  statements,  the LLC is
past due on $60,389 of accounts payable, $34,684 of payroll tax liabilities, and
$6,000 of  payments  on long term  debt.  Most  vendors  have  placed the LLC on
cash-on-delivery terms.

        The LLC has  minimum  required  payments  before  operating  expenses or
salaries of approximately $16,500 per month.

        The LLC has average  gross  receipts of $78,000.  Direct  operating  and
maintenance  expenses  (not  including  administrative  expenses and  management
salaries) average $53,500.  Including all expenses,  the LLC has an average cash
loss of $6,200 per month.

        Current  liabilities exceed current assets (after adjustment for pledged
cash and certain member loans) by approximately $501,000.

        An LLC by its nature  cannot  make an  involuntary  capital  call on its
members.

        Without  substantial  capital  contributions  by the  members or another
source of outside funding, the ability of the LLC to continue as a going concern
is in doubt.

        Management Plans
        ----------------

        The  LLC,  as of May 31,  1998,  has  received  verbal  confirmation  of
accreditation  by ACA.  (Formal  accreditation  was received in August of 1998).
This  accreditation will allow the LLC to increase its contract inmate load from
33 inmates to 145 inmates.  (The LLC has a contract for 33 inmates as of May 31,
1998, although the actual population averages  approximately 100 inmates).  This
increase in contract should create substantial additional revenue.

        The LLC is continuing  renovation and rehabilitation of the facility. As
available space is added, the LLC can house more inmates.

9.  Subsequent Events - Sale of Assets
    ----------------------------------

        On June 1,  1998,  the LLC sold all its assets  and  liabilities  to New
Directions Acquisition Corp., a wholly owned subsidiary of Sooner Holdings, Inc.
Sooner Holdings, Inc. is a publicly traded corporation controlled by a member of
the LLC. Terms of the agreement are 1,000,000  shares of Sooner  Holdings,  Inc.
and a  $1,000,000  single pay note due three years from date of sale.  This sale
included the subsidiary Horizon Lodges of America, Inc.
SOONER HOLDINGS, INC. AND NEW DIRECTION
                           CENTERS OF AMERICA, L.L.C.
                  Unaudited Pro Forma Statement of Operations
                      For the Year Ended December 31, 1997

                                       Sooner          New                                             Combined
                                      Holdings      Directions       Total                             Pro Forma
                                      December       December       December      Pro Forma            December
                                      31, 1997       31, 1997       31, 1997     Adjustments           31, 1997
-----------    -----------    -----------    -----------          -----------
Revenues:
  Rental .........................   $   432,449    $       -0-    $   432,449                        $   432,449
  Service ........................           -0-        930,996        930,996                            930,996
                                     -----------    -----------    -----------    -----------         -----------
     Total revenues ..............       432,449        930,996      1,363,445                          1,363,445

Operating Expenses:
  Cost of services ...............         1,460            -0-          1,460                              1,460
  General and administrative .....       181,945        897,673      1,079,618                          1,079,618
  Depreciation and amortization ..        60,028         37,860         97,888        195,274   (1)       293,162
                                     -----------    -----------    -----------    -----------         -----------
     Total operating expenses ....       243,433        935,533      1,178,966        195,274           1,374,240
                                     -----------    -----------    -----------    -----------         -----------

Income from operations ...........       189,016         (4,537)       184,479       (195,274)            (10,795)

Interest expense .................      (224,734)      (106,943)      (331,677)      (195,943)  (2)      (527,620)
Other income .....................        43,800         19,360         63,160                             63,160
                                     -----------    -----------    -----------    -----------         -----------

Net income (loss) ................   $     8,082    $   (92,120    $   (84,038)   $  (391,217)        $  (475,255)
                                     ===========    ===========    ===========    ===========         ===========

Net income (loss) per common share   $      (*)                                                       $      (.06)
                                     ===========                                                      ===========

Weighted average common shares
outstanding ......................     7,471,350                                    1,000,000   (3)     8,471,350
                                     ===========                                  ===========         ===========
* less than 1%
SOONER HOLDINGS, INC. AND NEW DIRECTION
                           CENTERS OF AMERICA, L.L.C.
                  Unaudited Pro Forma Statement of Operations
                   For the Three Months Ended March 31, 1998

                                         Sooner          New                                             Combined
                                        Holdings      Directions       Total                             Pro Forma
                                         March          March          March        Pro Forma             March
                                        31, 1998       31, 1998       31, 1998     Adjustments           31, 1998
                                      -----------    -----------    -----------    -----------          -----------
Revenues:
  Rental ..........................   $    71,815    $       -0-    $    71,815                         $    71,815
  Service .........................           -0-        247,127        247,127                             247,127
                                      -----------    -----------    -----------    -----------          -----------
     Total revenues ...............        71,815        247,127        318,942                             318,942

Operating Expenses:
  Cost of services ................           394            -0-            394                                 394
  General and administrative ......        29,438        214,952        244,390                             244,390
  Depreciation and amortization ...        15,513         12,653         28,166         84,814    (1)       112,980
                                      -----------    -----------    -----------    -----------          -----------
     Total operating expenses .....        45,345        227,605        272,950         84,814              357,764
                                      -----------    -----------    -----------    -----------          -----------

Income from operations ............        26,470         19,522         45,992        (84,814)             (38,822)

Interest expense ..................       (55,344)       (35,313)       (90,657)       (90,889)   (2)      (181,546)
Other income ......................         1,210          6,770          7,980                               7,980
                                      -----------    -----------    -----------    -----------          -----------

Net loss ..........................   $   (27,664)   $    (9,021)   $   (36,685)   $  (175,703)         $  (212,388)
                                      ===========    ===========    ===========    ===========          ===========

Net income  (loss) per common share   $       (*)                                                       $      (.03)
                                      ===========                                                       ===========
Weighted average common shares
outstanding .......................     7,471,350                                    1,000,000    (3)     8,471,350
                                      ===========                                  ===========          ===========

* less than 1%
NOTES TO PRO FORMA FINANCIAL STATEMENTS

(1) To reflect the increase in goodwill amortization  expenses  ($1,750,000/108)
on a straight-line basis over nine years resulting from the acquisition.

(2) To reflect the increase in interest expense ($1,000,000 x .10/12) due to the
issuance  of a note  payable in the  acquisition  bearing a 10% annual  interest
rate.

(3) To adjust for the  1,000,000  shares of Sooner  common  stock  issued in the
acquisition of New Directions.

                    AGREEMENT OF SALE AND PURCHASE OF ASSETS

        This  Agreement  dated  March 5, 1998 is by and  between  New  Direction
Centers of America,  L.L.C., and Horizon Lodges of America, Inc. "SELLER" and ND
Acquisition  Corp.,  Inc.,  'BUYER' for the sale of all the assets and specified
liabilities of Seller in exchange for a promissory  note and mortgage and Common
Stock of Sooner Holdings, Inc. and other consideration.

                                       I.

                              PROPERTY TO BE SOLD
                              -------------------

        1.01 Sale and  Purchase.  Seller  agrees to sell and convey to Buyer and
Buyer agrees to purchase and accept from Seller for the price and subject to the
terms herein set forth, the following:

        (a) All of Seller's  right,  title and interest in that certain tract of
land and its appurtenances in Oklahoma County, Oklahoma,  described on Exhibit A
attached (the "Land").

        (b) The improvements on the Land which consist of the Property  formerly
used  as  a  motel  and  now  commonly  known  as  New  Direction  Centers  (The
"Facility");

        (c)  All  furniture,   carpeting,   draperies,   appliances,   supplies,
inventory,  fixtures,  equipment,  and any  other  items  of  personal  property
presently in used or owned by Seller or located on the  Facility;  a schedule of
substantially  all of the  more  significant  (in a  monetary  sense)  items  of
Personalty  is  attached  as  Exhibit  B, which  schedule  shall be updated  and
completed as to all items of Personalty as of the Closing Date;

        (d) Seller's  interest in all leases,  service,  supply and  maintenance
contracts (the "Contracts") relating to the Property of Personalty. Exhibit C

        (e) All right, title and interest of Seller, to all licenses and permits
(the  "Licenses  and Permits") of the business  currently  held and required for
operation of New  Directions  as a facility of the  Department  of  Corrections,
State of Oklahoma; Exhibit D

        (f) All right,  title and interest of Seller,  in and to all  warranties
(the "Warranties") applicable to the Property or Personalty;

        (g) All  contracts  choses  in  action,  accounts  receivable  and other
intangibles described in Exhibit E. ("Intangibles")

        The items described in  subparagraphs  (a) through (f) are  collectively
called the "Property"

        (h)  Plaintiffs'  dismissal  with prejudice as to all Defendants of Case
No.  CJ-98-1344-61  in the  District  Court of Oklahoma  County,  Oklahoma and a
common law  release of all  asserted  causes of action or causes of action  that
could be asserted by Plaintiffs against any of the Defendants.

                                       II

                                 CONSIDERATION
                                 -------------

        2.01 Purchase Price. The purchase price ("Purchase Price") to be paid by
Buyer to Seller for the sale and conveyance of the Property shall be:

        (a) The  transfer  of ONE  MILLION  SHARES  OF  COMMON  STOCK of  Sooner
Holdings, Inc., described in Exhibit C, attached (the "Stock"), as consideration
for the Property  Transfer  shall be made by duly  executed  conveyances  of the
Stock at the closing of the  transaction.  ("Closing").  One  Million  Shares of
Common Stock represents 8% of the issued and outstanding  Common Stock of Sooner
Holdings,   Inc.  The  Common  Stock  shall  be  limited  by  anti-dilution  and
pre-emptive voting rights clauses approved by the Board of Sooner Holdings Inc.

        (b)  One  Million  dollars  ($1,000,000)  payable  by  the  terms  of  a
promissory  note held by Ron Alexander for New Direction  Centers of America and
L.L.C.,  from  Buyer to  Seller,  payable  on the  first  day of the 36th  month
following  the  Closing  Date of this  Agreement.  The note  shall  bear  simple
interest  at the rate of 10% per annum.  The note shall be secured by a mortgage
on the Land and Facility and a security interest in the Personalty, Licenses and
Permits, Accounts Receivables,  Intangibles, Warranties and all other assets now
owned by Seller or hereafter required by Buyer.

        Assumption of all  liabilities  of Seller and releases of liability from
First Enterprise Bank on the guarantees of David Talbot and Ron Alexander.

        (d) Buyer's  governing Board,  until the note to Seller is paid in full,
shall consist of only the following  persons:  Fauista  Bish,  R.C.  Cunningham,
Robert Graham, Jim Helm and French Hickman.  If any of the named members resign,
the remaining members shall elect a replacement member.

        (e) Buyer's By-Lays shall be amended,  effective at Closing,  to provide
for the governing Board listed in paragraph  2.01(d);  The Amended By-Laws shall
further  provide  that the Board  shall  have  exclusive  authority  to make all
decisions of Buyer until the note to Seller is paid in full.

        2.02 Earnest  Money.  Within two (2) business  days of the execution and
delivery of a fully  executed copy of this Agreement to be held by New Direction
Centers,  the sum of Twenty-Five  Thousand and No/100 Dollars  (25,000.00)  (the
"Earnest Money") by wire transfer of immediately  available funds or in the form
of a  cashier's  check  drawn on a bank  satisfactory  to  Seller  and the Title
Company,  which amount shall  constitute  earnest  money to be held by the Title
Company subject to the terms and provisions hereof.

                                      III

                                   INSPECTION
                                   ----------

        3.01  Inspection  Period.  During the period (the  "Inspection  Period")
commencing on the date of execution of this Agreement and ending at 5:00 p.m. on
the 17th day of March,  1998, Buyer, its authorized  agents or  representatives,
shall be entitled to enter upon the Property at all reasonable  times during the
normal  business hours to conduct  reasonably  necessary  inspections and tests.
Buyer shall notify  Seller in writing of its  intention or the  intention of its
agents or  representatives to enter the Property at least twenty-four (24) hours
prior to such intended  entry.  Buyer shall bear the cost of all inspections and
tests.

        3.02  Document  Review.  Seller  agrees to allow Buyer,  its  authorized
agents  or  representatives,  to  inspect  and  make  copies  of all  employment
agreements, assessments (special or otherwise), ad valorem and personal property
tax  bills,  statements,   utility  bills,  building  permits,  certificates  or
occupancy,  notices or correspondence from governmental entities with respect to
the  Property,   books,   records,   operating  statements  (income  statements,
statements  of cash flow and balance  sheets  relating to the  operation  of the
Property),  contracts, files and related items (collectively,  the "Documents"),
which are in Seller's possession.  Seller shall make available to Buyer one copy
of the following listed items:

        (a) Operating  statements  for the Property for the past three (3) years
and for the year-to-date:

        (b)  Copies of all  invoices,  or  summaries  thereof if there is not an
invoice,  for all repair,  replacement and maintenance work done on or about the
Property  over the last two (2) years  where the  aggregate  cost of the item of
work exceeded $1,000.00;

        (c)  To  the  extent  available,  complete  architectural,   structural,
mechanical and electrical  "as-built" plans and specifications for the Property,
together with copies of the building permit and Certificates of Occupancy;

        (d)     To the extent available, a plot plan and all existing surveys;

        (e) To the  extent  available,  copies  of all  technical,  engineering,
environmental and other reports and studies in Seller's  possession or under its
control covering the condition of the Property;

        (f) To the extent  available,  copies of all tax bills applicable to the
Property for the  immediately  preceding  three years,  along with a copy of the
valuation placed on the Property for the current year;

        (g)  Copies  of  all  Contracts,  Licenses  and  Permits  affecting  the
Property;

        (h) Copies of all Warranties applicable to the Property; and

        (i) Copies of the existing insurance policies covering the Property.

Buyer  agrees  and   acknowledges   that  the  Documents  are   proprietary  and
confidential in nature. Buyer agrees not to disclose the Documents or any of the
provisions,  terms or  conditions  thereof,  to any  party  outside  of  Buyer's
organization,  except to: (i) agents or  consultants  engaged by Buyer to assist
Buyer in its  evaluation  of the Property and its  contemplated  purchase of the
same and (ii) Buyer's investors or prospective  investors and Buyer's lenders or
prospective  lenders.  Buyer shall return to Seller all of the Documents and any
and all  copies  Buyer has made of the  Documents  within ten (10) days from the
date this Agreement shall have terminated for any reason.

        3.03 Inspection  Obligations,  Buyer and its agents and  representatives
shall:(a)  not injure or  otherwise  cause  bodily barn to Seller,  its manager,
agents.  contractors  and  employees  or  property;  (b) not permit any liens to
attach to the Land by reason of the  exercise of its rights  hereunder;  and (c)
restore  the  surface of the Land to the  condition  in which the same was found
before any such inspection or tests were  undertaken.  Buyer shall indemnify and
hold  Seller  harmless  from and against  any and all liens,  claims,  causes of
action. and expenses (including  reasonable  attorneys' fees) arising out of (i)
any  violation of the  provisions  of this Section 3.03 or (ii) any tests and/or
inspections  performed  by Buyer,  its  authorized  agents  or  representatives,
pursuant to the provision of Section 3.01 of this Agreement  Notwithstanding any
provision of this  Agreement,  no  termination  hereof shall  terminate  Buyer's
obligations  pursuant to this Section 3.03 it being agreed that such obligations
shall  survive  the  termination  of  this  Agreement  or the  Closing,  and the
limitation  of damages as set forth in Section 5.01 shall not be  applicable  to
any cause of action arising pursuant to this Section 3.03.

        3.04  Negotiation of Closing  Documents,  During the Inspection  Period.
Seller and Buyer,  and their respective  counsel,  shall negotiate in good faith
the form and  substance of the  documents  to be executed  and  delivered at the
Closing (the "Closing  Document"),  including,  but not limited to, the warranty
deed to the Land the note and mortgage and security agreement. the Bill of Sale,
and the affidavit described in Section 6.02 (b)(iv). All Closing Documents shall
be in a form consistent with the provisions of this Agreement.

                                       IV

                                     TITLE
                                     -----

        4.01 Title Commitment.  Seller shall, at Seller's sole cost and expense,
within  fifteen  (15) days from the  execution  of this  Agreement,  cause to be
furnished  to Seller  from the  Title  Company a title  commitment  (the  "Title
Commitment"),  specifying Seller as the record owner of. the Land and evidencing
the  agreement  of the Tide  Company  to issue to  Buyer at  Closing  policy  of
title-insurance  (the "Title Policy") in the amount of the Purchase Price on the
standard form promulgated by the applicable  governing  authority under the laws
of the State of  Oklahoma,  which shall insure  Buyer's  title to the Land to be
good and  indefeasible  subject to the terms of the  policy  and the  Schedule B
exceptions;  and (b) a photocopy of all documents (the "Title Documents") listed
as title  exceptions on the Title  Commitment.  As used herein,  the term "Title
Objection  Period"  shall mean a period  commencing  on the first day  following
Sellers  delivery  to Buyer of the later to be  received  of the  Survey,  Title
Commitment and Title Documents and ending ten (10) days thereafter,  All matters
shown on the Survey and exceptions  listed in the Title Commitment which are not
objected to by Buyer by delivery  of written  notice to Seller  within the Title
Objection  Period shall be  conclusively  deemed to be  acceptable  to Buyer and
Buyer may not  thereafter  refuse to consummate the sale or claim any failure of
Seller of its obligations  under this Agreement  solely because of such matters.
In the event Buyer timely objects in writing during the Title  Objection  Period
to any title exception or Survey matter,  Seller may, but shall not be obligated
to. cure such objection (the "Title Objection"); provided, however, if Seller is
able and willing to eliminate or modify such objectionable  items.  Seller shall
notify Buyer in writing  within five (5) days  following  the  expiration of the
Title  Objection  Period  (Seller's  Notice  Period") of such facts (said notice
hereinafter  called  "Seller's  Title Notice") in which case the  elimination or
modification  by Seller of the Title  Objections  shall be complete on or before
the Closing Date.  Seller shall cure any title exception created by Seller after
the  execution  date of this  Agreement.  In the event  Seller  does not deliver
Seller's  Title Notice to Buyer within  Buyer's  Notice  Period,  Buyer shall be
deemed (a) to be notified  that Seller is unable or  unwilling to cure the Title
Objections and (b) to have waived the Title  Objections,  unless within five (5)
days  following the  expiration of Seller's  Notice  Period,  Buyer  delivers to
Seller written  notice  terminating  this  Agreement.  Notwithstanding  anything
herein to the  contrary,  in the event  that  Buyer's  right to  terminate  this
Agreement  pursuant to any  provision of this Section 4.01 has not expired prior
thereto,  it shall expire upon expiration of the Inspection  Period.  As used in
this Agreement,  the term, "Permitted  Exceptions" shall mean all matters either
shown on the Survey or listed in the Title Commitment as to which Buyer does not
raise a Title Objection  within the Title objection  Period or, having objected,
Buyer waives in  accordance  with the  provisions  of this Section  4.01. In the
event of termination of this  Agreement  pursuant to this Section 4.01,  neither
party shall have any further rights or obligations hereunder.

                                       V

                                    REMEDIES
                                    --------

        5.01  Seller's  Remedies.  In the  event  Buyer  fails  to  perform  its
obligations  pursuant to this  Agreement  either  prior to or at Closing for any
reason except the termination hereof by Seller pursuant to a right granted to it
hereunder or the failure by Seller to perform its obligations hereunder,  Seller
shall be entitled as its sole and exclusive  remedy to terminate  this Agreement
(Subject to any other provisions  hereof that expressly  survive the termination
of this Agreement) by giving Buyer written notice thereof and retain the Earnest
Money as  liquidated  damages and not as penalty,  in full  satisfaction  of its
claims  against Buyer  hereunder.  Seller and Buyer agree that Seller's  damages
resulting from Buyer's default are difficult,  if not impossible,  to determine,
and the Earnest  Money is a fair estimate of those damages which has been agreed
to in an effort to cause the amount of damages to be certain.

        5.02 Buyer's Remedies. In the event Seller fails or is unable to perform
its obligations pursuant to this Agreement either prior to or at Closing for any
reason except the termination hereof by Seller pursuant to a right granted to it
hereunder or the failure by Buyer to perform its  obligations  hereunder,  Buyer
may (a) terminate  this Agreement by giving Seller timely written notice of such
election  prior to or at Closing and this  Agreement  shall be terminated in all
respects, subject to any other provisions that expressly survive the termination
hereof,  and the Earnest Money shall be promptly  refunded to Buyer or, (b) seek
specific performance of Seller's obligations under this Agreement.

        5.03 Attorney's  Fees. In the event,  either party is required to employ
an attorney  because of the other party's  default,  then the  defaulting  party
shall pay the nondefaulting  party's  reasonable  attorneys fees incurred in the
enforcement  of  this  Agreement.   The  provisions  hereof  shall  survive  the
termination hereof or Closing.

                                       VI

                                    CLOSING
                                    -------

        6.01  Closing  Date.  The Closing  shall be held at the Title  Company's
offices on March 18,  1998 at 3:00 p.m.  ("Closing  Date") or such other date or
location as mutually agreed in writing by Seller and Buyer.

        6.02    Closing Matters.

        (a)     At Closing, Seller shall:

        (i) Cause the Title Company to modify (by  interlineation  or otherwise)
the Title Commitment,  thereby indicating the commitment of the Title Company to
issue to Buyer  the Title  Policy,  subject  to the  Permitted  Exceptions,  the
standard  printed  exceptions  in the usual  form of the Title  Policy,  and the
exceptions reflected in the Survey;

        (ii) Deliver  originals (or true are and correct copies if the originals
are not available) of all Contracts affecting the Property.

        (iii)  Deliver  possession  of the  Property  and  deliver  keys  to the
Property and every lock thereon.

        (iv) To the extent  available,  deliver  originals  of all  Licenses and
Permits issued by appropriate  governmental  authorities  and utility  companies
relating to the Property;

        (b) At  Closing,  Seller  shall  execute,  acknowledge  and  deliver the
following documents:

        (i) A Warranty Deed conveying all Seller's right,  title and interest in
the Land to Buyer.

through the date  preceding  the Closing  Date.  Seller shall file all necessary
returns and petitions  required under state and local law so as to release Buyer
prior to or after Closing from any transferee liability with respect to any such
Sales Taxes.  Seller shall, within fifteen (15) days following the Closing Date,
file its final  returns  and pay all of the Sales  Taxes  due  through  the date
preceding the Closing Date.

        (c)     At Closing, Buyer shall:

        (i)  Deliver  to the Seller  duly  executed  shares of the Common  Stock
provided to be transferred under paragraph 2.

        (ii) Execute and acknowledge the note, mortgage and security agreement.

        (iii) A certificate  of adoption of amended  by-laws of Buyer  providing
that the  governing  Board of  Buyer,  until  the note to Seller is paid in full
shall be and remain  constituted  as  described  in  paragraph  2.01 (d) of this
Agreement.

        (iv) Execute and  acknowledge  the Bill of Sale (thereby  agreeing to be
bound by provisions thereof);

        (v) Execute and  acknowledge  releases  of  Seller's  liability  and the
liability  of any of its  members  from any of the debts or  guarantees  made by
Seller.

        (vi) Execute,  acknowledge and deliver to Seller the Assignment (thereby
agreeing to be hound by the provisions thereof);

        (vii)  Execute and deliver  such other  documents  as may be  reasonably
required  by  Seller  or  the  Title  Company,   including  evidence  reasonably
satisfactory  to  Seller  and the  Title  Company  that the  person  or  persons
executing the Closing Documents for Seller have full right,  power and authority
to do so

        (viii)  Certificate of resolution of Sooner Holdings,  Inc.  authorizing
the transfer of its Common Stock with the provisions  required by paragraph 2.01
of this Agreement.

        (d) At closing all prepaid expenses and obligations under Contacts which
are assigned to Buyer and accrued expenses with respect to the Property shall be
prorated as of the Closing  Date.  Ad valorem  taxes (real and personal) for the
year of Closing  shall be paid by Buyer.  All utility  deposits or deposits with
otter companies on behalf of Seller shall be returned to and retained by Seller.
All utility  meters  shall be read on the date prior to the Closing Date and all
utilities  thereafter  used shall be paid for by Buyer.  The  provisions of this
subsection (d) shall survive Closing.

        (e) Seller shall be entitled to all sums due to or earned by Seller with
respect to the Property  which accrued or were earned prior to the Closing Date.
In the event that through  inadvertency  or  otherwise,  Seller  should  receive
payment of sums due to or earned by Seller with

        (ii) A bill of sale  (the  "Bill of  Sale")  conveying  the  Personally,
subject  only to  personal  property  taxes  for the  year  of  Closing  and the
Permitted Exceptions, as applicable;

        (iii) An assignment  and  assumption  agreement  (the  "Assignment")  of
Seller's interest in and to any and all Contracts,  Licenses and Permits (to the
extent assignable and to the extent Buyer agrees to accept the assignment of any
specific  Contract,  License  or  Permit  in  accordance  with the terms of this
Agreement),  subject to the  Permitted  Exceptions,  and whereby  Buyer  assumes
Seller's obligations under the Contacts:

        (iv) All right,  title and  interest  of Seller,  if any,  in and to all
warranties (the "Warranties") applicable to the Facility or Personalty, but only
to the extent transferable.

        (v) An  affidavit  stating  that Seller is not a foreign  person as that
term is defined in Section 1445 of the Internal Revenue Code of 1986 as amended,
which affidavit shall contain Seller's tax identification number;

        (vi)  Certificates  of such  resolutions  in form and  content as Buyer.
Buyer's lender or the Title Company may reasonably request  evidencing  Seller's
existence,  power and authority to enter into and execute this  Agreement and to
consummate the transactions contemplated hereby:

        (vii) Written representation signed by each of the members of Seller and
acknowledged that they,  individually and jointly ratify this Agreement and that
they waive any rights any of them nay have that are inconsistent  with the terms
of this Agreement. (Exhibit F)

        (viii) A closing  statement  setting  forth the  Purchase  Price and all
credits.  adjustments and prorations  between Seller and Buyer, and the net cash
to close due from Buyer;

        (ix)  Certificate(s)/registrations(s)  of title (if any) to any vehicles
owned by Seller and used in connection with the Property;

        (x) Withdrawal of fictitious  name in form and substance  acceptable for
recordation with the applicable governmental offices;

        (xi) Such otter documents as may be reasonably  required by Buyer or the
Title Company; and

        (xii)  Certificate(s)  under seal, issued by the appropriate official of
the state and any other  governmental  authority  having  jurisdiction  thereof,
reflecting  that Seller (or the management  company,  as may be applicable)  has
paid all required  sales taxes,  use taxes and state  unemployment  compensation
contributions  or other taxes required of its as an employer with respect to the
Property  (including  any  penalties  and  interest  due   thereon)(collectively
referred  to as "Sales  Taxes")  through the Closing  Date,  If Seller  fails to
deliver such  certificate,  or if such certificate is dated prior to the Closing
Date, a portion of the Purchase Price  sufficient to pay all  outstanding  Sales
Taxes shall be  escrowed  with the Title  Company  until such time as Seller has
filed its final returns and delivered updated  certificates  confirming  payment
has been made respect to the Property  which accrued or were earned prior to the
Closing  Date,  Seller  agrees  to  promptly  pay such sums to the  Buyer.  This
subsection (e) shal survive the closing of this transaction.

        (f) All  amounts  paid  or  payable  under  service  contracts,  license
agreements,  advertising agreements, reservation agreements, leases, maintenance
contracts and other  accounts  payable  incurred  prior to and for the period of
time prior to the Closing  Date,  shall be assumed by Buyer and Seller  shall be
held harmless and indemnified therefore by Buyer. Buyer shall be responsible for
amounts due and payable under service  contacts,  management  contracts,  leases
maintenance  contract  and other  accounts  payable with respect to the Property
incurred  prior to and also after the Closing Date.  This  subsection  (f) shall
survive the closing of this transaction.

        6.03 Closing Costs,  Any escrow fee or other expenses or charges charged
by the Title  Company  shall be paid by Buyer.  Buyer shall pay the cost for the
Title  Policy  and the cost of the  Survey.  Buyer  shall  pay the  costs of all
inspections or tests  undertaken by Buyer.  Buyer shall pay all costs associated
with financing the acquisition of the Property. All other costs shall be paid by
Buyer at closing. Except as otherwise provided in Section 5.03, each party shall
be responsible for the payment of its own attorney's fees incurred in connection
with the transaction which is the subject of this Agreement.

        6.04 Real Estate  Commission.  Seller and Buyer represent and warrant to
each other that, no broker, finder or auctioneer was instrumental in submitting,
showing,  or selling the  Property  to Buyer.  Seller  hereby  agrees to defend.
indemnify. and hold harmless Buyer, and Buyer hereby agrees to defend indemnify,
and hold  harmless  Seller  from and  against  any  claim by third  parties  for
brokerage,  commission,  finders or other fees relative to this Agreement or the
sale of the Property, and alleged to be due by authorization of the indemnifying
party,  and any court costs.  attorneys' fees or other costs or expenses arising
therefrom.  The  indemnification  provisions  of this Section  shall survive the
termination hereof or the Closing.

        6.05  Sales  Tax.  All sales  tax,  if any,  resulting  from the sale of
property, shall be paid by Buyer.

                                      VII

                                  RISK OF LOSS
                                  ------------

        7.01 Risk of Loss.  Until  Closing.  Seller alone shall bear the risk of
loss should  there be damage to any of the  Property  by fire or other  casualty
which  occur  after the  Effective  Date  (collectively  "Casualty").  After the
execution of this  Agreement and prior to the Closing any of the Property  shall
be damaged by fire or other  casualty,  Seller shall  promptly  deliver to Buyer
written notice ("Casualty Loss Notice") of such casualty.

        7.02 Material  Loss. If prior to the Closing there shall occur damage to
the Property  caused by fire or other  casualty which would cost $25,000 or more
to repair, then in any such event, Buyer may, at its option,  elect to terminate
this  Agreement by written  notice to Seller  within  twenty (20) days after the
date of Seller's notice to Buyer of the casualty or at the Closing, whichever is
earlier,  in which case the  Earnest  Money  shall be  delivered  to Buyer,  and
neither party shall have any further rights or obligations hereunder, other than
as set forth  herein  with  respect  to rights  and  obligations  which  survive
termination.  If Buyer  fails to timely  make its  election  to  terminate  this
Agreement,  then the  Closing  shall  take  place  as  provided  herein  without
reduction of the Purchase Price (except that the Purchase Price shall be reduced
by the amount of any deductible on Seller's insurance policies). and there shall
be  assigned  to Buyer at the  Closing  all  interest  of  Seller  in and to any
casualty  insurance  proceeds  which may be  payable to Seller an account of any
such  occurrence  and the  Purchase  Price shall be reduced by the amount of any
deductible on Seller's insurance policies.

        7.03 Nonmaterial  Loss. If prior to the Closing there shall occur damage
to the  Property  caused by fire or other  casualty  which  would cost less than
$25000 to repair, then in any such event, Buyer shall have no right to terminate
this Agreement,  but there shall be assigned to Buyer at Closing all interest of
Seller in and to any casualty  insurance proceeds which may be payable to Seller
an account of any such occurrence.

                                      VIII

                          OPERATIONS PRIOR TO CLOSING
                          ---------------------------

        8.01 Maintenance of Business.  Seller agrees that, from the execution of
this  Agreement to the Closing  Date it will:  (i) manage and operate the assets
comprising  the Property only in the ordinary and usual manner so as to maintain
the good will it now enjoys and use all reasonable efforts to keep available the
services of its present  employees;  and  preserve  its  relations  with guests,
patrons, suppliers,  customers and others having business dealings with it; (ii)
maintain the Property and Personalty in good repair,  order and  condition,  and
permit no further damage or  deterioration  other than may occur in the ordinary
course of operation of the Property and  Personalty;  (iii) not remove or permit
to be removed from the Land any of the buildings or structures  constituting the
Property  without the prior written consent of Buyer;  (iv) not remove or permit
to  be  removed  from  the  Land  or  Property  any  of  the  personal  property
constituting  any of the Personalty  (unless replaced with an item of comparable
value) other than those consumables expended in the ordinary course of business,
which  consumables  shall be  replenished  to meet normal  consumable  inventory
quantities;  (v) not  file,  transfer,  convey,  lease,  mortgage  or  otherwise
encumber the Land or Personalty,  it being expressly  agreed that all mortgages,
deeds of trust,  financing agreements and other financial encumbrances affecting
the Land and  Personalty  shall be paid in full at Closing  unless the liability
therefor is assumed by Buyer; (vi) not grant any.  licenses,  easements or other
uses or enter into any contractual agreements affecting the Property.  (vii) not
make  any  commitment  or  incur  any  liability  to any  labor  union,  through
negotiations or otherwise;  (vii) not materially  alter,  cancel or amend any of
the Contracts  except as approved by Buyer in writing prior to such  alteration,
cancellation  or amendment;  (viii) not enter into or renew any of the Contracts
affecting the  management,  operation,  franchise or  maintenance  of the assets
constituting  the Property  without  prior  written  consent of Buyer;  (ix) not
suffer or permit  any  default  to exist or occur  under the terms of any of the
Contracts; (x) enforce the provisions of the Contacts, but shall take no written
action  against any party  thereto based on a default  thereunder  without first
obtaining  the written  approval  of Buyer;  and (xi) fully  cooperate  with all
reasonable  requests  of Buyer to  accomplish  transfer  and  assignment  of all
Licenses and Permits.

        8.02  Maintenance  of  Insurance.  Seller  shall  keep in full force and
effect  through the Closing  Date such  insurance  policies as are  currently in
effect covering or in any way pertaining to each and all of the insurable assets
comprising the Property.

        8.03 Operating Supplies. At the Closing, normal operating supplies shall
be on hand at the Property for Buyer's use.

        8.04  Survival.  The  foregoing  agreements  of Seller shall survive the
Closing for a period of one year following the Closing Date.

                                       IX

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

        9.01 Seller's  Representations and Warranties.  Seller hereby represents
and warrants to Buyer the following:

        (a) Due  Diligence  Deliveries.  To Seller's  knowledge,  the  Documents
delivered or made available to Buyer by Seller  pursuant to Section 3.02 of this
Agreement are true. accurate and complete in all material respects.

        (b) Compliance with Laws. To Sellers knowledge,  Seller has not received
any written  notice that the  construction  or use of the Property  will or does
violate any  applicable  laws or any  restrictive  covenant or deed  restriction
affecting the Property.

        (c) Foreign Status.  Seller is not a "foreign person" within the meaning
of Sections 1445 and 1701 of the Internal Revenue Code of 1986, as amended.

        (d) Authority.  Seller is a corporation  organized and validly  existing
under the laws of the State of  Oklahoma.  Seller has the full  legal  right and
power and all authority and approval  required to enter into execute and deliver
this Agreement and all other agreements  contemplated by this Agreement.  and to
perform  fully its  obligations  under this  Agreement  and all other  agreement
contemplated  by  this  Agreement.  This  Agreement  and  all  other  agreements
contemplated  by this Agreement have been or will be duly executed and delivered
and are or will be upon  execution the valid and binding  obligations  of Seller
enforceable  in accordance  with their terms except as such  enforcement  may be
limited by  bankruptcy,  insolvency,  moratorium or other similar laws affecting
creditors'  rights generally or by the principles  governing the availability of
equitable remedies.

        (e) Litigation.  To Seller's knowledge,  Seller has not been served with
any   lawsuits   presently   pending   affecting   the   Property   except  Case
No.CJ-98-1344-61  filed in the District  Court of Oklahoma  County,  Oklahoma by
David Talbot and others.  As a condition of this Agreement and upon execution of
this  Agreement,  Seller will cause Plaintiff to dismiss the case with prejudice
and furnish to all parties a common law release of all asserted  cause of action
or causes of action which could have been asserted by Plaintiffs  against any of
the Defendants.

        (f) Material  Compliance.  To Seller's knowledge,  Seller is in material
compliance with all of its material  obligations  under the Contracts,  Licenses
and Permits.

        (g)  Contracts.  To  Seller's  knowledge,  as of the  Closing,  the only
Contracts in effect at the Property will be those which Buyer is assume.

        (h) No Rights to  Purchase.  No person or entity  has or on the  Closing
Date  shall  have any right or  option  to  acquire  all or any  portion  of the
Property, other than Buyer.

        (i) Easements. To Seller's knowledge, here are no pending street changes
which would widen the streets  contiguous to the Property or alter access and/or
routes in the immediate vicinity of the Property.

        (j)  Hazardous  Material.   To  Seller's  knowledge,   but  without  any
investigation of any kind whatsoever,  except as disclosed to Buyer by Seller in
writing,  neither  Seller  nor any  previous  owner of the  Property  has  used,
generated,  processed, stored, disposed of, released or discharged any Hazardous
Substances (defined below) on, under or about the Property other than negligible
quantities  of  any  Hazardous  Substances  typically  contained  in  commercial
cleaning  and  construction  products  which have been used and  disposed  of in
accordance with all applicable laws. As used herein, "Hazardous Substance" shall
mean all substances (including, without limitation, asbestos) which are included
under or regulated by any Environmental Law.

        (k) Taxes. To Seller's knowledge,  Seller has paid, or will have paid at
Closing,  all accrued  sales,  and other taxes relating to the Property prior to
their delinquency and will pay all such taxes attributable to Seller's ownership
of the Property.

        (l)  Material  Change.  Seller  shall  immediately  notify  Buyer of any
material chance with respect to the Property  occurring after the Effective Date
and on or prior to the Closing Date.

        (m) Title/Liens. Seller is the rightful owner and holder of the Land and
the sole Owner of the Property free and clear of any and all liens, encumbrances
and restrictions of any kind,  except the Permitted  Exceptions and any mortgage
to be assumed by Buyer. ("Liabilities").

        (n)  Employee  Benefit  Plans and  Employment  Matters.  Seller does not
maintain or contribute to any employee  benefit  plans,  as defined in Section 3
(3) of the  Employee  Retirement  Income  Security Act of 1974,  as amended.  To
Seller's  knowledge,  there are no employees of Seller or any management company
at the  Property  or  otherwise  who, by reason of any legal  requirement  or by
reason of any union or other employment contract,  written or otherwise,  or any
other  reason  whatsoever,  would  become  employees or Buyer as a result of the
purchase of the Property by Buyer.

        (o) Insurance  Policies.  Seller has maintained all requisite  insurance
coverage on the  Property,  and any and all such  policies are currently in full
force and effect,  Seller has received no written notice from any insurer of the
Property or any portion thereof, with respect to any portion of the Property, or
by any board of fire underwriters (or other body exercising  similar  functions)
requesting  the  performance  of any repairs,  alterations  or other work on the
Property.

        (p) Fictitious  Name Filings.  Except as disclosed to Buyer,  Seller has
not filed any fictitious name filings or registrations with respect to any names
used in connection  with the  Property.  This  includes,  but is not limited to,
names used in connection with any restaurants,  lounges, bars. or any portion of
the Property.

        (q) License Agreement. The License Agreement is in full force and effect
as of the date hereof, has not been modified or amended,  as Seller has received
no written notice that it is in default thereunder.

The foregoing  representations  and warranties shall be deemed to be repeated by
Seller on the  Closing  Date and shall  survive  the Closing for a period of one
year following the Closing Date. As used in this  Agreement the words  "Seller's
knowledge"  or words or  similar  import  shall be deemed to mean,  and shall be
limited to, the actual (as distinguished from implied,  imputed or constructive)
knowledge of Seller after, and based solely upon, making reasonable inquiry.

                                       X

                               BUYER'S WARRANTIES
                               ------------------

         10.01 Buyer's Warranties,

        (a) Buyer  warrants that it has a commitment for a loan of not less than
$300,000  and that  the  funds  will be used  solely  for  repair,  remodel  and
rehabilitation of the property.

        (b) Buyer warrants that all information provided to Seller in the Sooner
Holdings.  Inc. Ratification  Agreement and Letter of Investment Intent, Private
Disclosure Memorandum, is true and correct.

        (c) Buyer warrants that it is the owner of the Stock of Sooner  Holdings
Inc., to be transferred to Seller hereunder and that the stock is free and clear
of any liens,  encumbrances,  and charges and that Seller has full power to sell
and transfer the Stock to Buyer.

        (d) Buyer  represents  and warrants  that One Millions  Shares of Common
Stock  represents  8% of the issued and  outstanding  stock of Sooner  Holdings,
Inc.,

                                       XI

                       CONDITIONS TO BUYER'S OBLIGATIONS
                       ---------------------------------

        11.01  Conditions  to  Buyer's  Obligations,  It  shall  be a  condition
precedent to Buyer's obligations to consummate the purchase of the Property that
on the Closing Date all of the following conditions shall exist:

        (a) Buyer shall have obtained  financing for the  rehabilitation  of the
Property to permit it to remodel and  rehabilitate  the  Property and obtain ACA
Accreditation as required by the Oklahoma Department of Corrections on or before
July 1. 1998.

        (b) Buyer shall have  obtained a consent of the Oklahoma  Department  of
Corrections to transfer to Buyer the Department's Contract with Seller.

                                      XII

                                  MICELLANEOUS
                                  ------------

        12.01 Binding Effect and Assignability.  This Agreement,  and the terms,
covenants. and conditions herein contained,  shall be covenants running with the
land and shall insure to the benefit of and be binding upon the  successors  and
permitted  assigns of each of the parties  hereto.  Buyer shall have no right to
assign all or any portion of its rights,  interest,  or  obligations  under this
Agreement without the prior written consent of Seller;  provided,  however, that
notwithstanding the above restriction,  Buyer shall have the right to assign all
of its rights  and  interests  under  this  Agreement  and  delegate  all of its
obligations  under this  Agreement to any entity  controlled  by or under common
control with Buyer.

        12.02  Notice.  Any notice,  communication,  request,  reply,  or advice
(collectively,  "Notice") provided for or permitted by this Agreement to be made
or accepted by either  party must be in writing.  Notice may,  unless  otherwise
provided herein,  be given or served by depositing the same in the United States
mail,  postage  paid,  registered  or certified and addressed to the party to be
notified, with return receipt requested; by delivering the same to such party or
an agent of such party; or by sending a telecopy or a post-paid  telegram,  when
appropriate,  addressed to the party to be notified.  Notice given in the manner
hereinabove  described shall be effective only if and when received by the party
to be notified.  For the purposes of notice, the addresses of the parties shall,
until changed as hereinafter provided be as follows:

        Seller:                New Directions Centers of America, LLC
                               3115 N, Lincoln Blvd.
                               Oklahoma City, Oklahoma 73105
                               Fax No: (405) 525-5668
                               Attn: Ron Alexander

        With Copies to:        B. Wayne Dabney
                               Holloway. Dobson,  Hudson, Bachman,
                                Alden, Jennings & Holloway
                               One Leadership Square - Suite 900
                               211 North Robinson
                               Oklahoma City, Oklahoma 73102-7102
                               Telecopier No: (405) 235-1707

        Buyer:                 ND Acquisitions, Inc.
                               2680 West 1-40
                               Oklahoma City, OK 73108
                               Fax No: (405) 236-3922
                               Atm: R, C, Cunningham

        Copies to:             John Hudson, Esq.
                               1601 N.W. Expressway St., Suite 1910
                               Oklahoma City, OK 73118
                               Fax No: (405) 840-4671

        12.03  Time.  Time is of the  essence  in all things  pertaining  to the
performance of this Agreement.

        12.04 Governing Law, This Agreement shall be construed in accordance wit
the laws of Oklahoma.

        12.05  Authority of Seller and Buyer.  Seller  represents,  warrants and
covenants to and with Buyer that Seller has full right,  power and  authority to
enter into this  Agreement  and,  at Closing,  will have full  right,  power and
authority to consummate the sale provided for herein. Buyer represents, warrants
and covenants to and with Seller that Buyer has full right,  power and authority
to enter into this  Agreement  and at Closing,  will have full right,  power and
authority to consummate the sale provided for herein.

        12.06  Waiver.  No waiver of any of the  terms  and  conditions  of this
Agreement  or of the  exercise of any right or remedy  hereunder  shall be valid
unless  signed by the party  against whom such waiver is asserted.  A failure to
delay to enforce  the rights  set out  herein by the  holder  thereof  shall not
constitute a waiver of said rights or be considered as a basis for estoppel. The
holder  may  exercise  his  rights  hereunder  despite  said delay or failure to
enforce said rights.

        12.07 Invalidity or Unenforceability. The invalidity or unenforceability
of any  particular  provision  of this  Agreement  shall  not  affect  the other
provisions  hereof,  and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision was omitted.

        12.08  Arbitration.  Any dispute  arising under this  Contract  shall be
subject to and resolved by  Arbitration  conducted  pursuant to THE RULES OF THE
AMERICAN ARBITRATION ASSOCIATION.

        EXECUTED AT OKLAHOMA CITY, OKLAHOMA, THE YEAR AND DATE ABOVE WRITTEN:

                                SELLER:

                                NEW DIRECTION CENTERS OF AMERICA, L.L.C.

                                By:     /s/
                                   -------------------------------------
                                   HORIZON LODGES OF AMERICA, INC.

                               By:     /s/
                                   -------------------------------------
                                   ROBERT GRAHAM

                               By:
                                   -------------------------------------

                               By:
                                   -------------------------------------

                               BUYER:

                               ND ACQUISITIONS CORP.

                               By:     /s/
                                   -------------------------------------
                                   R. C. CUNNINGHAM

                                LIST OF EXHIBITS
                                ----------------

                A.      LEGAL DESCRIPTIONS OF THE LAND

                B.      LIST OF PERSONALTY

                C.      CONTRACTS

                D.      LICENSES & PERMITS

                E.      INTANGIBLES

                F.      LIST Of MEMBERS OF NEW DIRECTION CENTERS OF
                        AMERICA, L.L.C. AND HORIZON LODGES OF AMERICA, INC.

                G.      AMENDMENT OF PURCHASE AGREEMENT

                                  EXHIBIT "A"

                               LEGAL DESCRIPTION

                             3115 N. LINCOLN BLVD.

                            OKLAHOMA CITY, OKLAHOMA

A part of the Northwest Quarter of Section Twenty-two (22), Township Twelve (12)
North,  Range Three (3) West of the Indian  Meridian,  Oklahoma  City,  Oklahoma
County,  Oklahoma,  according  to  the  U.S.  Government  Survey  thereof,  more
particularly  described as: BEGINNING at a point the East line of said Northwest
Quarter (NW/4),  130.00 feet North of the Southeast corner of the said Northeast
Quarter  (NW/4):  Thence  North  along the East line of said  Northwest  Quarter
(NW/4) a distance of 230.00 feet:  Thence West and parallel to the South line of
said  Northwest  Quarter  (NW/4) a distance  of 585.00  feet:  Thence  South and
parallel to the East line of said Northwest  Quarter (NW/4) a distance of 230.00
feet:  Thence  East and  parallel  to the South line of said  Northwest  Quarter
(NW/4) a distance of 585.00 feet; to the point or place of beginning.

                                  EXHIBIT "B"

                               LIST OF PERSONALTY

VEHICLES:

1984 Dodge Ram 15 Passenger Van
I988  Chevrolet Astro Van 7 Passenger
1992 Ford 15 Passenger Van

COMPUTERS:

Acer Two Gig Hard Drive VGA Color Monitor
PC & Custom Two Gig Hard Drive VGA Color Monitor
HP DeskJet 722 C Printer

BEDS:

125 Twin Regular Beds (must be replaced will not meet ACA)

AIR CONDITIONERS:

46 Through the wall units (must be replaced due to age and seer rating)

BEDDING AND TOWELS:

200 Sets of Linens
260 Towels and 250 Wash Cloths

DESKS:

Two Secretarial Desks
Three Executive Desks

Four Folding Conference Tables
Four Filing Cabinets Four Drawer
One Lateral Three Drawer

All kitchen  equipment is leased or a part of the  equipment  that came with the
property when leased. All of the chairs and other miscellaneous office equipment
belongs to the property.

                                   EXHIBIT C

                                   CONTRACTS

Halfway House Service Contract (Oklahoma Department of Corrections)
Public Works Contract (Oklahoma Department of Corrections)

Office of the State Fire Marshal

                         HALFWAY HOUSE SERVICE CONTRACT

        THIS  AGREEMENT,  made and entered into this 19th day of June,  1997, by
and  between  the  OKLAHOMA  DEPARTMENT  OF  CORRECTIONS,  Chief  of  Staff  and
Operations,  hereinafter  called the "DEPARTMENT" and New Directions of America,
hereinafter called the CONTRACTOR.

        WHEREAS,  the DEPARTMENT  desires to purchase the services of CONTRACTOR
for those purposes and duties hereinafter enumerated on paragraph I and 2 below,
and;

        WHEREAS,  the  CONTRACTOR is willing to provide such services  under the
tenns and conditions hereinafter set forth.

        NOW  THEREFORE,  in  consideration  of  these  premises  and  agreements
hereinafter set forth, the parties hereby agree as follows:

I.      Conditions and Services
        -----------------------

A.      Shall provide three nutritionally  balanced meals daily per correctional
        client.

B.      Shall  provide,  at a minimum,  60 square feet of living  space for each
        individual  living area.  Shall provide at least one on duty alert staff
        for each 40 clients  for  supervision  and  assistance  to  correctional
        clients at all times. One individual  should be a roving patrol when all
        other staff are absent.

C.      Shall provide  procedures to maintain all client  information  in strict
        confidence and shall not release such  information,  be that information
        pertinent to a presently or previously  assigned  client,  without first
        receiving  clear;mce  from  the   superintendent/designee  of  the  host
        facility  and/or  release  from  the  subject  client.  Exception:  host
        facility staff,  showing proper  identification,  are guaranteed  inmate
        record  accessibility  at any  time.  Shall  maintain  facility  in such
        condition so as to comply with 'all applicable  local and state fire and
        health codes,  as well as compliance  with Life Safety Codes.  Copies of
        each  inspection  shall be provided to the DEPARTMENT at the time of the
        contract signing.

D.      Shall provide recreational facilities on grounds (i.e. pool tables, card
        tables,  weight room, etc.) and/or weekly  transportation  to facilities
        for  additional  recreational  activities.  (i.e.  team  sports,  use of
        gymnasium, etc.).
E.

F.

Shall maintain  facility in compliance with written standards as provided by the
department.  (Attachment A) The vendor must show  compliance  with 95 percent of
the standards.  Failure to comply shall result in a 90 day probationary  period,
after which the department will again review the standards ensuring  compliance.
If at the  end  of the 90 day  probationary  period  the  facility  again  shows
noncompliance,  the Department  shall reduce the bed  utilization 20 percent for
the remainder of the contracting period.

ff.     Shall  provide a  reintegration  counselor to provide  guidance and make
        appropriate  community  referrals for employment and budgeting services.
        If PPCS homeless  inmates are provided  housing at the  facility,  there
        must be assistance from staff to help the offender find a job within 3 0
        days and a home within 60 days.

Shall provide such  additional  services as the DEPARTMENT may require and which
are necessary to maintain the health and safety of the inmate(s)  serviced under
this contract. Shall ensure a case manager/counselor  maintains individual files
documenting  each client's  program  goals,  place of  employment,  programmatic
leaves, and any other significant events. A.

All medical and/or dental  services  shall be provided by the DEPARTMENT  unless
alternate services are approved by the DEPARTMENT or such service is a result of
a medical and/or dental emergency. The CONTRACTOR shall notify the DEPARTMENT of
any  medical/dental  emergency  immediately  after such  emergency or within the
first working day after said emergency.

I.

J.

K.      Shall  ensure  that each  client  budgets  earned  income  according  to
        Department  of  Corrections  policy and that time credits are  submitted
        monthly on each client in a timely manner.

Shall provide all transportation for offenders for program,  employment, and all
other departmental activities except from one Department of Corrections facility
to another.

M.      Shall provide  information  to  departmental  staff of the arrest of any
        employee of the halfway  house.  Each halfway  house  employee  shall be
        fingerprinted by the host facility of the department.

N.      At a minimum,  those vendors  contracting  for 20 or more  bedspaces per
        day,  shall  enter  into  candidate  status  for  American  Correctional
        Association  accreditation for Standards for Adult Community Residential
        Services,  Second  Edition,  within six months  after the signing of the
        contract  and  receive  such  accreditation  within  18  months  of  the
        aforementioned date, if accreditation has not been obtained prior to the
        signing of the contract.

1I.     Area of Performance
        -------------------

The  services  of  the   CONTRACTOR   shall  be  performed   under  the  general
administration  of David C.  Miller,  chief of Staff  and  Operations,  Oklahoma
Department  of  Corrections.  The  CONTRACTOR  will be inspected  quarterly  and
audited annually to ensure that the conditions and services are being adequately
provided.

III.    Medical Responsibilities
        ------------------------

4

1       Medical  emergency shall be defined as danger or threat of the loss of
        life or extremity.

2.      Dental  emergency shall be defined as acute problems in mouth exhibiting
        symptoms of pain, swelling, bleeding, and/or elevation of temperature.

B .

IV.     Pgyment for Service
        ------------------

A.      As  consideration  for such services as outlined in Section I above, the
        DEPARTMENT shall pay CONTRACTOR $3 1.00 per man-day,  excluding dates of
        arrival and departure.

B.      The DEPARTMENT  shall not be liable for and shall not pay CONTRACTOR for
        expenses incurred by CONTRACTOR, except those herein expressly provided.

V.      Termination of Convenience
        --------------------------

        Either party may terminate  this AGREEMENT at any time by giving written
        notice  to the  other  party  of such  termination  and  specifying  the
        effective date thereof,  at least 30 days prior to the effective date of
        such termination, and such written notice shall be by registered mail to
        the  DEPARTMENT  at 3400  Martin  Luther  King  Avenue,  Oklahoma  City,
        Oklahoma 73136, or to the CONTRACTOR at 3115 North Lincoln Blvd.,
4,- 1-2 -)
DATE
Ujj\--- -
David C. Miller, Chief of Staff and Operations
day of  1997.

NOTARY PUBLIV
b4~
day of  1997.

41

Oklahoma  City,  OK 73105.  Notice  given  pursuant  to the  ~rovisions  of this
paragraph shall be deemed sufficient for all purposes.

VI.     Duration of Aareement
        ---------------------

This  contractual  AGREEMENT shall be in effect to June 30, 1998, the end of the
current fiscal year for the state of Oklahoma.

VIL     Regulations

This AGREEMENT and all rights and duties arising thereunder,  shall be governed,
interpreted, and construed under the laws of the state of Oklahoma.

IN WITNESS  WHEREOF,  the parties have executed this  AGREEMENT in triplicate on
the day and year first written above.

OKLAHOMA DEPARTMENT OF CORRECTIONS

SUBSCRIBED and SWORN to before me this

MY COMMISSION EXPIRES:
f-2

4

New Directions of America

DATE    (Name of Contractor and Title)

SUBSCRIBED and SWORN to before me this

MY COMMISSION EXPIRES:
F - 2 Z- - - Co Ci

NOTARY PUBLfC/

Written  policy,  procedure,  and  practice  provide  that the  facility and its
programs are managed by a single administrative officer. (3-ACRS-IA-06)

Written policy,  procedure,  and practice  provide for operating and maintaining
the  facility as  specified  in a manual that is  aceessible  to all  employees.
(3-ACRS-lA-1  1) The  facility  has a written  policy  concerning  conflicts  of
interest. (3-ACRS-lA-23)

DEPARTMENT OF CORRECTIONS
HALFWAY HOUSE REQUIREMENTS

An  annual  audit  of the  below  listed  standards  shall be  conducted  by the
Department  of  Correctiorfs  staff during the first two quarters of each fiscal
year.  At a minimum  95 percent of all  standards  must be found in  compliance.
Additional  reviews of standards  may occur on a random  basis during  quarterly
inspections  by the department  staff.  Any deviation from the provisions of the
list  of  requirements  (LOR)  shall  be  requested  by  the  contractor  to the
Department of Corrections through the supervisor of the host facility.

                   CHAPTER 1 - ADMINISTRATION AND MANAGEMENT

Written  policy,  procedure,  and  practice  provide  that the  sole  proprietor
operating a facility is able to document that necessary legal measures have been
taken  to  provide   continuity   of   service  in  the  event  of   bankruptcy,
incapacitation, retirement, or death. (3-ACRS- I A-02)

2.

4.

8.
4

There is a document that describes the facility's organization.  The description
includes an organizational  chart that groups similar functions,  services,  and
activities in administrative  subunits.  The chart is reviewed at least annually
and updated if needed.  (3-ACRS-IA-08) 0 Written policy, procedure, and practice
provide that  policies  are  reviewed at least  annually and that new or revised
policies and procedures are  disseminated  to designated  staff and  volunteers.
(3-ACRS-IA-12)  6. Written policy,  procedure,  and practice provide for regular
meetings, at least monthly,

between the administrator and key staff members. (3-ACRS-lA-14)
Written policy,  procedure,  and practice  provide for a system of communication
between all levels of staff and offenders. (3-ACRS-lA-15)

                         CHAPTER 2 - FISCAL MANAGEMENT

I Written policy,  procedure, and practice provide that the facility prepares an
annual written budget of anticipated  revenues and expenditures that is approved
by the appropriate governing authority. (3-ACRS-IB-03)

Writteft policy,  procedure,  and practice specify that the methods used for the
receipt,  safeguarding,  disbursing, and recording of funds comply with accepted
accounting procedures. (3-ACRS-IB-08) 2.

Written  policy,   procedure,   and  practice   specify  that  equal  employment
opportunities exist for all positions. (3-ACRS-IC-04)

Written  policy,  procedure,  and  practice  provide that there are written j ob
descriptions  and j ob  qualifications  for all positions.  Each job description
includes,  at a minimum: job title,  responsibilities of the position,  required
minimum experience, and education. (3-ACRS-lC07)

2.

Written  policy,  procedure,  and practice  provide for insurance  coverage that
includes,  at a minimum,  property insurance and comprehensive general liability
insurance;  such  insurance  is provided  either  through  private  companies or
self-insurance. (3-ACRS-lB-14)

Written policy,  procedure, and practice provide that the facility administrator
or designee is responsible for the collection and disbursement of offender funds
within the facility. (3-ACRS-IB-18)

5. Written  policy,  procedure,  and practice  provide  that  offenders  pay for
program  services  rendered at a reasonable  rate as determined by the authority
having jurisdiction. (3-ACRS

1B-19)

                               CHAPTER3-PERSONNEL

1.      Written  policy,  procedure,  and  practice  require  employees  to sign
        statements  acknowledging  access to and awareness of personnel policies
        and regulations. (3-ACRS-lC-03)

Written policy,  procedure, and practice prohibit sexual harassment.  (3-ACRS- I
        C-05) 4
4.      Written policy,  procedure, and practice specify support for a drug-free
        workplace for all empl9yees that is reviewed annually and includes, at a
        minimum, the following:

prohibition of the use of illegal drugs
prohibition  of  possession of any illegal drug,  except in the  performance  of
official  duties  procedures  to be used to ensure  compliance  I  opportunities
available for treatment and/or counseling for drug abuse penalties for violation
of the policy

(3-ACRS-lC-06)

5.

Written policy,  procedure,  and practice prbvide that  compensation and benefit
levels for all personnel are  comparable to similar  occupational  groups in the
community. (3-ACRS-IC-08) Written policy, procedure, and practice provide that a
criminal  record check is  conducted  on all new  employees  and  volunteers  in
accordance  with state and  federal  statutes.  (3-ACRSIC-1  1) Written  policy,
procedure,   and  practice  provide  that  the  facility's  training  and  staff
development program uses community resources. (3-ACRS-ID-04)

4

Written policy,  procedure,  and practice provide that all training programs are
pres(~nted  by persons  who are  qualified  in the areas in which  they  conduct
training. (3-ACRS-ID-05)

Written policy,  procedure,  and practice provide that all new employees receive
40  hours  of  orientation   training  before   undertaking  their  assignments.
Orientation  training  includes,  at a  minimum,  the  following:  a  historical
perspective of the facility,  facility goals and  objectives,  program rules and
regulations, job responsibilities, personnel policies, offender supervision, and
report  preparation.  The employee signs and dates a statement  indicating  that
orientation has been received. (3-ACRS-ID-08)

6.

8.

2.

3.

4.

Written  policy,  procedure,  and  practice  provide  that the  agency  does not
discriminatt  against  or  exclude  from  employment   qualified   ex-offenders.
(3-ACRS-IC-10)

Written policy, procedure, and practice provide that employees, consultants, and
contract  personnel  are informed in writing  about the  facility's  policies on
confidentiality   of  information  and  agree  in  writing  to  abide  by  them.
(3-ACRS-IC-17)  10. Written  policy,  procedure,  and practice  provide that the
facility administrator and/or governing authority  systematically  determine and
review  staffing  requirements  at least  annually.  (3-ACRS-IC-19)  CHAPTER 4 -
TRAINING AND STAFF DEVELOPMENT Written policy,  procedure,  and practice provide
that the staff  development and training  program is planned,  coordinated,  and
supervised  by a qualified  employee.  The training  plan is reviewed  annually.
(3-ACRS-lD-01)

5. Written  policy,  procedure,  and practice  provide that all  administrative,
managerial,  and  professional  specialist staff receive 40 hours of training in
addition to  orientation  training  during the first year of  employment  and 40
hours of training each year thereafter.  At a minimum,  this training covers the
following areas: general management, labor law,  employee-management  relations,
the criminal  justice system,  and  relationships  with other service  agencies.
(3-ACRS-lD-09)

SUMMARY OF ORIENTATION AND MINIMUM TRAINING HOURS

The following  description of general job  categories  job categories  should be
used in determining minimum training  requirements as outlined in the standards.
Contract or part-time  employees  shouid receive  training  similar to full-time
employees in their  particular  category and  pertinent to their role in working
with adults.

CATEGORY        TYPICAL                 BASIC           TRAINING        TRAINING
                POSITION                ORIENTATION     HOURS-          HOURS-
                TITLES                                  FIRST           EACH
                                                        YEAR ON         YEAR
                                                        THE JOB         THERE-
                                                                        AFTER

CLERICAL/       secretaries, clerks,    40              16              16
SUPPORT         typists,
(Minmum         computer/warehouse
 Contact)       personnel,
                accountants,
                personnel staff

SUPPORT         Food service,           40              40              40
(Regular        industry work
or Daily        supervisors,
Contact)        maintenance work
                supervisors

PROFESSIONAL    Case managers,          40              40              40
SPECIALIST      counselors, social
                workers, teachers,
                psychologists,
                librarians, medical
                personnel, chaplains,
                recreation specialists

ALL OFFENDER    All staff assigned to   40              40              40
SUPERVISION     full-time supervision
STAFF           duties

ADMINISTRATIVE  Superintendents,        40              40              40
MANAGEMENT      deputy or assistant
PERSONNEL       superintendents,
                business managers,
                personnel directors,
                care supervisors,
                shift supervisors

Written  policy,   procedure,   and  practice  provide  that  all  new  offender
careworkers  receive an additional 40 hours of training  during their first year
of employment and an additional 40 hours of training each subsequent  year. At a
minimum, this training covers the following areas: t Written policy,  procedure,
and  practice  provide  that all  support  employees  who have  regular or daily
contact with  offenders  receive 40 hours of training in addition to orientation
training  during their first year of  employment  and 40 hours of training  each
year thereafter. (3-ACRS1D-1 1)

Trainihg:  An  organized  planned  and  evaluated  activity  designed to achieve
specific  learning  objectives.  Training  may occur  on-site,  at an academy or
training center, at an institution of higher learning, through contract service,
at professional  meeting,  or through closely  supervised  on-the-job  training.
Meetings of  professional  associations  are  considered  training when there is
clear evidence of specific learning objectives relative to the employee's career
track.

6.

7.

security procedure  supervision of offenders signs of suicide risks use-of-force
regulations  and  restraint   techniques   report  writing  offender  rules  and
regulations  rights  and   responsibilities  of  offenders  fire  and  emergency
procedures safety procedures key control interpersonal relations social/cultural
lifestyles of the offender population cultural diversity training  communication
skills  first  aid/cardiopulmonary  resuscitation  (CPR)  counseling  techniques
crisis intervention sexual harassment legalissues (3-ACRS-lD-10)

                            CHAPTER 5 - CASE RECORDS

1. Written policy,  procedure, and practice that a record is maintained for each
offender and includes, at a minimum, the following information:
0 initial intake information form

1. Written  policy,  procedure,  and  practice  provide for  recruiting  citizen
involvement  and  volunteers.  (3-ACRS-IG-01)  Written  policy,  procedure,  and
practice  provide  that each  volunteer  completes  an  appropriate,  documented
orientation and/or training program prior to assignment.  (3-ACRS-IG-07) Written
policy,  procedure zoning  ordinances.  (3-ACRS-2A-02) and practice provide that
the  facility  conforms  to all  applicable  I Written  policy,  procedure,  and
practice  provide that the facility  complies vAth the  regulations  of the fire
authority having jurisdiction. (3-ACRS-2A-03) 4

case information from referThl source, if available case history/social  history
medical  record,  when  available  individual  plan or program signed release of
information  forms  evaluation  and progress  reports  current  employment  date
program  rules and  disciplinary  policy,  signed by offender  documented  legal
authority to accept  offender  grievance and  disciplinary  record  referrals to
other agencies final discharge report

(3-ACRS-IE-02)

Written  policy,  procedure,  and practice  require that all entries in the case
record are signed and dated. (3-ACRS-IE-03)

3. Written policy,  procedure, and practice provide that records are safeguarded
from  unauthorized  and  improper  disc.losure  and  that  when  any part of the
information   system  is   computerized,   security   ensures   confidentiality.
(3-ACRS-IE-06)

                 CHAPTER 6 - CITIZEN INVOLVEMENT AND VOLUNTEERS

4

~2.

2.

3.

3. Written policy,  procedure,  and practice specify that volunteers may perform
professional  services  only  when  they are  certified  or  licensed  to do so.
(3-ACRS-lG-09)

                     CHAPTER 7 - BUILDING AND SAFETY CODES

Written policy,  procedure,  and practice provide that the facility  conforms to
all applicable building codes. (3-ACRS-2A-01)

Staff  offices  in  living  areas  are  located  so that the  staff  is  readily
actessible to offenders.  ACRS-2B-03)  The facility is located to facilitate the
use of community-based services. (New construction only.) (3-ACRS-2B-04)

The facility has, at a minimum,  one operable  toilet for every 10 olffenders in
male facilities and one for every eight offenders in female facilities.  Urinals
may be  substituted  for up to one-half  of the toilets in all male  facilities.
(3-ACRS-2C-05)

                  CHAPTER 8 - SIZE, LOCATION, AND ORGANIZATION

1 .

2.

3. The facility is either located within one mile of public  transportation,  or
other means of transportation are available. (3-ACRS-2B-05)

2.

Each sleeping room has, at a minimum, the following:

some degree of privacy for the offender 25-square feet of unencumbered space per
occupant  access to toilets and a wash basin with hot and cold running  water 24
hours a day a bed, mattress,  pillow,  desk, chair or stool, and hooks or closet
space natural light  temperatures  that are appropriate to the summer and winter
comfort zones. (3-ACRS-2C-02)

The  facility  has,  at a  minimum,  one  operable  wash basin with hot and cold
running water for every six offenders. (3-ACRS-2C-06)

4. The facility has, at a minimum,  one operable shower or bathing facility with
hot and cold running water for every eight  offenders.  Water  temperatures  are
thermostatically controlled. (3-ACRS-2C-07)

5. Written  policy,  procedure,  and practice  provide that the facility has one
operable  washer and one operable  dryer for every 16  offenders,  or equivalent
laundry capacity is available within one mile of the facility. (3-ACRS-2C-08)

6.  Written  policy,   procedure,  and  practice  provide  that  offenders  with
disabilities are housed in a manner that provides for their safety and security.
Appropriate  facility  programs and  activities are accessible to offenders with
disabilities according to applicable law. (3-ACRS

2C-09)

1.

Adequate  space is  provided  for storing the  personal  property of  offenders.
(3-ACRS-2C-10)

Written  policy,  procedure,  and practice  provide  that the  facility  permits
offenders  to  decorate  their  living  and  sleeping   quarters  with  personal
possessions.  Regulations  concerning the rules,  are available to all offenders
and  staff.  The  rules  are  reviewed  annually  and  revised,   if  necessary.
(3-ACRS-2C-1 1) Adequate space and furnishings to accommodate  activities,  such
as group meetings of the offenders, are provided in the facility. (3-ACRS-2E-01)

Adequate private counseling space is provided in the facility. (3-ACRS-2E-02)

Written  policy,  procedure,  and practice  provide for adequate and appropriate
areas for visiting and recreation programs. (3-ACRS-2E-03) Adequate dining space
is provided for offenders.  (3-ACRS-2E-04) When the facility has a kitchen,  the
kitchen,  dining,  and food  storage  areas are  properly  ventilated,  properly
furnished, and clean. (3-ACRS-2E-05)

Written policy,  procedure,  and practice require that offender careworker staff
maintain  a  permanent  log  and  prepare  shift  reports  that  record  routine
information, emergency situations, and occur in the facility. (3-ACRS-3A-04)

7.

8.

4

2.

3.

4

5.

2.

                     CHAPTER 10 - ENVIRONMENTAL CONDITIONS

Written policy,  procedure,  and practice provide that all sleeping  quarters in
the facility are well-lighted and properly  ventilated.  Natural lighting should
be  provided  wherever   possible.   Documentation   shall  be  provided  by  an
independent,  qualified  source that lighting is at least 20 footcandles at desk
level and in personal  grooming  areas and air  circulation is at least 15 cubic
feet  of  outside  or   recirculated   filtered   air  per  minute  per  person.
(3-ACRS-2D-01)  CHAPTER 11 - PROGRAM  AND  SERVICE  AREAS  Toilet and wash basin
facilities  are  available  to food  service  personnel  and  offenders in close
proximity  to the food  preparation.  (3-ACRS-2E-06)  CHAPTER  12 -  SUPERVISION
Written  policy,  procedure,  and practice  provide  that the  staffing  pattern
concentrates staff when most offender are in the facility. (3-ACRS-3A-03)

Writtenpolicy,  procedure,  and  practice  provide  that  staff  conduct a daily
       inspection,  including  holidays and weekends,  of all areas  occupied by
       offenders   and   submit  a  daily   written   report  to  the   facility
       administrator.   Unoccupied   areas   are   to   be   inspected   weekly.
       (3-ACRS-3A-09) provision for an adequate fire protection service a system
       of fire  inspections  and testing of equipment  at least  quarterly or at
       intervals

        approved by the authority having jurisdiction,  following the procedures
        stated for variances,  exceptions, or equivalencies an annual inspection
        by local or state fire official or other qualified person(s)

availability of fire protection  equipment at appropriate  locations  throughout
the facility The  facility has a fire  protection  alarm system and an automatic
detection  system that is approved by the  authority  having  jurisdiction.  All
system elements are tested on a quarterly  basis;  adequacy and operation of the
systems are  approved  by a state fire  official  or other  qualified  authority
annually. (3-ACRS-3B-02)

Written  policy,  procedute,  and  practice  limit the use of physical  force to
instances of selfprotection, protection of the offender or others, prevention of
property  damage,  prevention  of escape,  and in  accordance  with  appropriate
statutory authority. In no event is physical force justifiable as punishment.  A
written  report is prepared  following all uses of force and is submitted to the
facility administrator. (3-ACRS-3A-05)

4. Written policy,  procedure,  and practice  provide that persons injured in an
incident receive immediate medical examination and treatment. (3-ACRS-3A-06)

6.

Written  policy,  procedure,  and  practice  provide that the use of firearms is
prohibited in the facility except in case of emergency. (3-ACRS-3A-07)

7. Written policy,  procedure,  and practice  provide that the staff monitor the
movement of offenders into and out ofthe facility. (3-ACRS-3A-1 1)

8.  Written  policy,  procedure,  and  practice  provide for searches to control
contraband and its disposition at a level commensurate with security needs. This
policy is made  available  to staff and  offenders.  Policy  and  procedure  are
reviewed at least annually and updated, if necessary.

(3-ACRS-3A-13)

                  CHAPTER 13 - SAFETY AND EMERGENCY PROCEDURES

4

1 Written policy,  procedure,  and practice specify fire prevention  regulations
and  practices to ensure the safety of staff,  offenders,  and  visitors.  These
include, but are not limited to:

2.
(3-ACRS-3B-01)

Written  policy,  procedure,  and  practice  govern the  control  ahd use of all
flammable,   toxic,  and  caustic  materials.   (3-ACRS-3B-03)  Written  policy,
procedure,  and practice  provide that evacuation  drills are conducted at least
monthly.  (3-ACRS-3B-08)  Written policy,  procedure,  and practice  provide for
informal resolutions of minor infractions of facility rules. (3-ACRS-3C-04)

Written  policy,  procedure,  and  practice  require  that  employees  prepare a
disciplinary  report when they have a  reasonable  belief  that an offender  has
committed a major violation of facility rules. (3-ACRS-3C-05)

3.

Written  policy,   procedure,   and  practice  provide  that  where  smoking  is
perinitted,  noncombustible  receptacles  for  smoking  materials  and  separate
containers for other combustible  refuse are accessible at locations  throughout
living quarters.  Special  containers are provided for flammable liquids and for
rags used with flammable liquids. All receptacles and containers are emptied and
cleaned daily. (3-ACRS-3B-05)

The facility has a written  evacuation  plan  prepared in the event of a fire or
major emergency that is certified by an independent,  outside  inspector trained
in the application of national fire safety codes. The plan is reviewed annually,
updated if  necessary,  and  reissued to the local fire  jurisdiction.  The plan
includes the following:

location of  building/room  floor plan use of exit signs and directional  arrows
for traffic flow location of publicly posted plan

(3-ACRS-3B-06)
4

6. Written policy,  procedure,  and practice provide that all facility personnel
are trained in the  implementation of written  emergency plans.  Emergency plans
are disseminated to appropriate local authorities. (3-ACRS-3B-07)

7.

4

8.  For  those  programs  providing  mass-transport  vehicles,  written  policy,
procedure,  and practice require,  at a minimum,  an annual safety inspection by
qualified  individuals.  Documentation of immediate completion of safety repairs
shall be on file. (3-ACRS-3B-09)

CHAPTER 14 - RULES AND DISCIPLINE

1 Written policy,  procedure,  and practice provide for disciplinary regulations
governing offender rule violations, sanctions, and penalties that can be imposed
for various  degrees of  violation.  These are  reviewed at least  annually  and
updated, if necessary. (3-ACRS-3C-01)

2.

3.

Written  policy,  procedure,  and practice ensure the right of offenders to have
access to courts. (3-ACRS-3D-01)
I
Written  policy,  procedure,  and practice  provide that  program  access,  work
assignments,  and administrative decisions are made without regard to offenders'
race,  religion,   national  origin,  sex,   disability,   or  political  views.
(3-ACRS-3D-03)  Written policy,  procedure,  and practice provide that offenders
are not subjected to corporal or unusual punishment,  humiliation, mental abuse,
or punitive  interference with the daily functions of living,  such as eating or
sleeping. (3-ACRS-3D-05)

Written  policy,  procedure,  and practice  specify the personal  property  that
offenders  can  retain  in  their   possession   and  governs  the  control  and
safeguarding  of such property.  Personal  property  retained in the facility is
itemized  in a  written  list that is kept in a  permanent  file;  th~  offender
receives a copy listing the property retained for storage. (3-ACRS-3D-06)

                          CHAPTER 15 - OFFENDER RIGHTS

Written policy, procedure, and practice ensure and facilitate offender access to
counsel and assist offenders in making  confidential  contact with attorneys and
their authorized representatives.  Such contact includes, but is not limited to:
telephone communications, uncensored correspondence, and visits. (3-ACRS-3D-02)

3.

4.

5.

6. A written offender  grievance  procedure is m*ade available to all offenders.
(3-ACRS-3D-07)

4

                     CHAPTER 16 - RECEPTION AND ORIENTATION

The facility has clearly defined  written  policies,  procedures,  and practices
governing admission. (3-ACRS-4A-01)

2. The  facility  records  information  on each  offender  to be  admitted  that
includes, at a minimum, the following:

name  address  social  security  number date of birth sex race or ethnic  origin
reason for referral who to notify in case of emergency date information gathered
name of referring agency or committing authority social history, where available

Written policy,  procedure,  and practice provide that staff design and complete
the offender's  personalized program plan within 14 days of admission.  The plan
includes  measurable  criteria of expected behavior and  accomplishments,  and a
time schedule for achieving  specific  goals.  The plan is documented with staff
and offender signatures. (3-ACRS-4B-01) 4

 special medical problems or needs
 personal physician, if applicable
 legal status, including jurisdiction, length and conditions of placement
 signature of both interviewee and employee gathering information

(3-ACRS-4A-03)

3.  Written  policy,  procedure,  and  practice  that the  program  advises  the
referring facility when a prospective offender is not accepted into the program,
stating specific reasons. (3-ACRS

4A-05)

CHAPTER 17 - CLASSIFICATION

1 .

2. Any change in a personalized  program plan is reviewed and discussed with the
offender.  This review is dated and documented by staff and offender signatures.
(3-ACRS-4B-04) 4

3. Written policy,  procedure, and practice define the authority of the facility
administrator to remove or transfer an offender form the program. (3-ACRS-4B-07)

                           CHAPTER 18 - FOOD SERVICE

1. A nutritionist,  dietician,  or physician  annually  approves the nutritional
value of the food served. (3-ACRS-4C-02)

2.  Written  policy,  procedure,  and  practice  provide  for  special  diets as
prescribed by appropriate medical or dental personnel. (3-ACRS-4C-03)

3.  Written  policy,  procedure,  and  practice  provide for  special  diets for
offenders  whose religious  beliefs  require the adherence to religious  dietary
laws. (3-ACRS-4C-04)

4. Food service  staff comply with all  sanitation  and health codes  enacted by
state or local authorities. (3-ACRS-4C-05)

5. The facility has adequate space to provide for food  preparation and service,
and  provides  an eating  area and  seating  for all who dine at the same  time.
(3-ACRS-4C-06)

0

The facility's  potable water source and supply,  whether self-owned or operated
by the public water department, is approved by an independent, outside source to
be in  compliance  with  jurisdictional  laws  and  regulations.  (3-ACRS-4D-05)
Written  policy,  procedure,  and  practice  provide  that  a  housekeeping  and
maintenance  plan is in effect to ensure that the  facility is clean and in good
repair. (3-ACRS-4D-06)

q

signs and  symptoms  and  action  required  in  potential  emergency  situations
administration of first aid and cardiopulmonary resuscitation (CPR)

                      CHAPTER 19 - SANITATION AND HYGIENE

The facility  complies with the sanitation and health codes of the  jurisdiction
having authority. (3-ACRS-4D-02)

2. The  facility  provides for a waste  disposal  system in  accordance  with an
approved plan by the appropriate regulatory agency. (3-ACRS-4D-03)

3. Written policy,  procedure, and practice provide for vermin and pest control.
(3-ACRS-4D-04)
4.

5.

6. Written policy,  procedure,  and practice  provid6 for the issue of suitable,
clean  bedding and linen,  including  two  sheets,  pillow and  pillowcase,  one
mattress,  and sufficient blankets to provide comfort under existing temperature
controls.

7. Written policy,  procedure,  and practice require that articles necessary for
maintaining  proper  personal  hygiene are provided  and are readily  available.
These articles include at least the following:

soap shampoo toothbrush toothpaste or powder a comb toilet paper special hygiene
items for female offenders

(3-ACRS-4D-10)

CHAPTER 20 - HEALTH CARE

I Written  policy,  procedure,  and  practice  that  careworker  staff and other
personnel  are  trained  to  respond  to  health-related   situations  within  a
four-minute  response time. A training program is established by the responsible
health  authority in cooperation with the facility  administrator  that includes
the following.

0

       methods of obtaining assistance
       signs  and  symptoms  of  mental  illness,   retardation,   and  chemical
dependency procedures for patient transfers to appropriate medical facilities or
health-care  providers 0 Written policy,  procedure,  and practice  provide that
staff  members  are  available  to~  counsel  offenders;  provision  is made for
counseling on an emergency basis. (3-ACRS-4F-03)

0

0

0

offender diagnosis identified problem areas individual treatment objectives
 treatment goals
 counseling needs

(3-ACRS-4E-18)

2. First aid kits are  available in  designated  areas of the facility  based on
need. (3-ACRS-4E-19)

3.  Written  policy,   procedure,   and  practice  provide  that  the  program's
health-care  plan  adheres to state and federal laws and  regulations  regarding
distribution of medications. (3-ACRS-4E

20)

                          CHAPTER 21 - SOCIAL SERVICES

I Written policy,  procedure, and practice provide for a social services program
that makes  available a range of resources  appropriate  to the program needs of
offenders, including, individual, group, and family counseling, drug and alcohol
treatment,   HIV  afid  AIDS   education,   and  special   offender   treatment.
(3-ACRS-4F-01)

2.

In its use of community resources, the agency maintains and periodically updates
a directory of functioning community agencies. (3-ACRS-4F-05)

4. Written policy,  procedure, and practice provide that the staff use community
resources,  either through referrals for service or by contractual agreement, to
provide offenders with the services to meet their program needs. (3-ACRS-4F-06)

5.  Where a drug  treatment  program  exists,  written  policy,  procedure,  and
practice provide that the alcohol and drug abuse treatment program has a written
treatment  philosophy within the context of the total correctional  system. This
treatment program has written goals and measurable  objectives.  These documents
are reviewed at least annually and updated as needed. (3-ACRS-4F-08)

6.  Where a drug  treatment  program  exists,  written  policy,  procedure,  and
practice  provide for an  appropriate  range of primary  treatment  services for
alcohol  and other  drug-abusing  offenders  that  include,  at a  minimum,  the
following:

CHAPTER22-RELEASE

Written  policy,  procedure,  and practice  provide that facility  resources are
available to assist employable offenders in locatingjobs. (3-ACRS-5A-04)

drug  education  plan relapse  prevention  and  management  culturally-sensitive
treatment  objectives,  as appropriate  the provision of self-help  groups as an
adjunct to treatment  prerelease  and  transitional  service needs  coordination
efforts with community  supervision and treatment staff during  prerelease phase
to ensure a continuum of supervision and treatment

(3-ACRS-4F-09)

7. Where a drug and alcohol treatment program exists, written policy, procedure,
and practice  provide that the facility  uses a  coordinated  staff  approach to
deliver  treatment  services.   This  approach  to  service  delivery  shall  be
documented in treatment  planning  conferences and individual  treatment  files.
(3-ACRS-4F-10)

Of a urine surveillance  program is in effect,  written policy,  procedure,  and
practice  provide  instructions for the collection and processing of samples and
the interpretation of results. (3-NCRS-4F-12)

4

I Written policy,  procedure, and practice provide that references are available
to assist offenders in locating suitable housing. (3-ACRS-4G-02)

2.  Each  offender  should  be given  gradual  increased  responsibility  in the
community   prior  to  release,   dependent  upon  his/her   ability  to  accept
responsibility. (3-ACRS-4G.04)

CHAPTER 23 - ACADEMIC AND VOCATIONAL TRAINING

Written policy,  procedure, and practice provide that offenders employed outside
the program comply with all legal and regulatory requirements. (3-AICRS-5A-03)

2.

CHAPTER 24 - RECREATION

Written  policy,   procedure,  and  practice  provide  for  indoor  and  outdoor
recreation and leisure time needs of offenders. (3-ACRS-5B-01)

I

Written  policy,   procedure,   and  practice  provide  for  the  forwarding  of
first-class letters and packages after transfer or release. (3-ACRS-5C-05)

CHAPTER 25 - MAIL, TELEPHONE, VISITING

I Written policy,  procedure,  and practice provide that indigent offenders,  as
defined in policy,  receive a specified postage allowance to maintain  community
ties. (3-ACRS-5C-02)

2. Written policy,  procedure,  and practice  provide that offenders' mail, both
incoming and outgoing, may be opened and inspected for contraband. When based on
legitimate  facility  interests  of  order  and  security,  mail  may be read or
rejected.  The offender is notified  when  incoming mail is returned or outgoing
mail is withheld. (3-ACRS-5C-04)

3.

4. Written policy, procedure, and practice provide that offenders have access to
a telephone to initiate and receive personal calls. (3-ACRS-5C-06)

Written policy,  procedure, and practice provide that offenders receive approved
visitors  except where there is  substantial  evid6nce  that the visitor poses a
threat  to  the  safety  of  the  offender  or  the  security  of  the  program.
(3-ACRS-5C-07)

4

6.  Written  policy,   procedure,  and  practice  provide  for  special  visits.
(3-ACRS-5C-08)

7. The facility has a written plan to monitor and control  movement of visitors.
(3-ACRS-5C-09)

                        CHAPTER 26 - RELIGIOUS PROGRAMS

4

Written  policy,  procedure,  and  practice  provide  that  offenders  have  the
opportunity to participate in practices of their  religious  faith in accordance
with legislation of the authority having jurisdiction. (3-ACRS-5D-01)

2.  Written  policy,  procedure,  and  practice  provide  that a staff person is
assigned to coordinate religious activities. (3-ACRS-5D-02)

                             CHAPTER 27-DISCIPLINE

The contractor shall comply with Department of Corrections prescribed policy and
procedure for inmate  discipline as contained in  OP-060125.  No deviation  from
this policy will be permitted.

I . General

The Department of Corrections shall provide training to the  contractor/staff to
ensure compliance with these procedures.  A coordination  between  Department of
Corrections  and the  contractor  shall  take  place  to  determine  how much of
disciplinary process will be

Upon the  reasonable  belief of any staff  member that a violation  of rules has
been committed which cannot be handled informally, such person will complete the
"Offense Report (DOC Form 062001)." All "Offense Reports" will be entered on the
"Misconduct  Report  Record (DOC Form 06203 1)." The  "Offense  Report"  will be
specific enough for the inmate to be aware of the offending behavior, as well as
the date and  approximate  time of the behavior,  to allow for  preparation of a
proper defense.  The shift  supervisor/unit  manager/team  supervisor/designated
contractor  staff may  dispose  of a Class B or C  "Offense  Report"  informally
through a verbal  warning or dismissal  due to lack of evidence.  In such cases,
the inmate and appropriate staff will be notified.

If confidential witness testimony  constitutes a portion otthe "Offense Report,"
the name and testimony of the  confidential  witness will be documented and will
thoroughly  state the facts as  submitted by the witness and the manner in which
knowledge of those facts was acquired.  Such documentation will be signed by the
confidential witness, placed in an envelope, and sealed.

conducted by the  contractor.  The  contractor  staff shall be  responsible  for
preparing clear, concise reports in accordance to the following guidelines:

A. Filina of "Qffense Report"

1 .

4.

5.

6.

The "Offense Reports" will be filed with the shift super-visor/unit manager/team
supervisor  in  a  timely  manner.   The  shift   supervisor/unit   manager/team
supervisor/designated  contractor  staff  will  ensure the  "Offense  Report" is
complete,  correct,  legible , and  understandable.  If necessary,  the "Offense
Report" will be corrected.  If more than one infraction  occurs as a result of a
single  behavior,  the im-nate will only be charged on the most serious offense.
Sequential infractions may be the basis for additional charges and sanctions.

a.      An evaluation regarding the reliability of the confidential witnesses
will be prepared by staff and attached to the sealed confidential
witness testimony.

b.      Use of confidential information will be to protect the innocent or
vulnerable. Confidential information will not be accepted in exchange
for avoiding charges, the granting or denial of privileges, or
intervening in an inmate's correctional plan.   I

Should a facility  emergency  occur or if an inmate is detained  elsewhere which
would  preclude  service of the  "Offense  Report"  within the  required 24 hour
period,  service will be  accomplished  as soon as reasonably  possible and such
exception  will be documented in writing and attached to the completed  "Offense
Report." It will be the responsibility of the originating facility to ensure the
disciplinary  process is completed within reasonable time frames.  Upon delivery
of the "Offense  Report" to the inmate,  the employee will ensure  Section Il of
the "Offense Report" is completed before a copy is given to the inmate.

I.

B. Service of "Offense Report"

The "Offense Report" will be served to the inmate within 24 hours after approval
and acceptance by the shift supervisor/unit manager/team,  supervisor/designated
contractor staff.

If the inmate is unable or unavailable to receive a copy of the "Offense Report"
within the 24 hour time limit, "it will be documented in writing and attached to
the completed  "Offense  Report." The "Offense  Report" will be presented to the
inmate within 24 hours after availability occurs.

3.

4.

4

1:\MISCPUBS\980062.WPD

The  in-mate  may waive  the right to a  disciplinary  hearing.  The  presenting
officer will ensure the inmate  understands  that waiving the right to a hearing
will constitute a plea of guilty,  and the inmate will be unable to attend.  the
hearing for the  disposition of the  misconduct.  Waivers will be documented and
reviewed  by the  facility  head/designee.  If the  hearing is not  waived,  the
im-nate is entitled to a 24 hour preparation  period,  beginning ~t the time the
inmate is served with a copy of the "Offense Report."

2.      Contractor's Conditions and Services:
I

A. Shall provide services for a program to operate a client  residential  center
as  authorized  in 57 O.S.  1991,  Section 563 as amended.  Shall  provide three
nutritional  balanced  meals,  according  to  a  menu  approved  by  a  licensed
dietician, daily per correctional client.

                             PUBLIC WORKS CONTRACT
                           (Based on Fixed Rate Fee)

I '     I_*-
This  contract  made and  entered  into this 31st day of  August,  1998,  by and
between the Oklahoma Department of Corrections,  Chief of Population  Management
and Fiscal Operations,  hereinafter "DOC",  acting pursuant to the provisions of
57 O.S. 1991, Section 561 as amended, and New Directions of America, hereinafter
"Contractor".

WITNESSETH

Whereas,  DOC  desired to purchase  the  services  of the  Contractor  for those
purposes and duties hereinafter enumerated on paragraphs numbered I and 2 below,
and;

Whereas,  the Contractor is willing to provide such services under the terms and
conditions hereinafter set forth.

Now,   therefore,   in  consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties agree as follows:

I       Facility Location:

A.    Contractor agrees to house the inmates assigned under this contract in the
facility located at 3115 N. Lincoln, Oklahoma City, Oklahoma.

B.      The Contractor shall not be allowed to house any inmates at another
location or building under this contract without first receiving written
permission form DOC.
4

B.

C. Shall  provide at least one on duty alert  staff for each forty (40)  clients
for  supervision  and  assistance  to'correctional  clients  at all  times.  One
individual shall be a roving patrol when all other staff are absent.

D.     Shall provide at least twenty-five (25) square feet of unencumbered space
per occupant living area, and maintain clean, safe and healthy living areas
and grounds.

Shall provide recreational facilities on grounds (i.e. pool tables, card tables,
weight room,  etc.) and/or  facilities  for additional  recreational  activities
(i.e. team sports,. use of gymnasium, etc.).

Shall provide case management  services to the assigned clients (I to 50) and to
maintain all client  information in strict confidence and shall not release such
information  pertinent to a presently or  previously  assigned  clierit  without
first  receiving  clearance  from the  supervisor/designee  of the host facility
and/or release from subject  client.  One exception  being host facility  staff,
after showing proper identification,  shall have access to client records at all
times.

Shall,  at a minimum,  maintain  the  facility  in  compliance  with the written
standards as set out on Attachment A hereto and incorporated by reference.  Each
contractor must establish a file for each standard which contains information to
show  compliance 95 percent of the  standards at the time of the initial  audit.
Failure to comply shall result in a sixty (60) day  probationary  period,  after
which DOC will again review the standards in question to ensure  compliance.  If
at the end of said  probationary  period the facility again shows non compliance
with the 95  percent  of  standards,  DOC shall at its  option,  reduce  the bed
utilization  for the remainder of the contract period by twenty percent (20%) or
cancel the contract in its entirety. 4

E.

F.

4

G.  Shall  maintain  facilities  in such  condition  so as to  comply  with  all
applicable local and state fire and health codes, as well as compliance with the
Life Safety  Codes.  Copies of each  inspection  shall be provided to DOC within
seven (7) days of occurrence with a plan of corrective action.

1.      Shall provide a. reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.

J.      Shall provide such additional services as DOC may reasonably require
which are necessary to maintain the health and safety of the client(s)
serviced under this contract.

K.     The Contractor shall attend and participate in an annual meeting/training
session with the Department of Corrections host facility/contract office
staff in order to maximize contract performance.

L.      Shall ensure a case manager/counselor, trained by the host facility,
maintains individual files documenting each client's crew assignment,
evaluations and any other significant events.

M.      Shall provide transportation in staff driven vehicles or insure
transportation by crew supervisors to and from work site location(s) or a

Shall  provide  regular and periodic  work site  inspections  and document  such
inspections in a permanent log.

common  drop   offJpick  up  site  as  may  be  agreed  upon  by  the   parties.
Transportation  shall  also  be  provided  by  the  Contractor  for  clients  to
medical/counseling  appqi~qtments,  emergency  leaves,  and all other activities
except form one Department of Corrections facility to another.

N. The Contractor shall require clients to clean their  respective  living areas
to include sweeping,  mopping,  washing windows, etc.: as well as communal group
programs such as visiting rooms,  group rooms, etc. Clients may also be used for
lawn mowing, trash dumping and minor maintenance of the facility.  The intent is
that clients will not be used in lieu of paid workers.

0. Shall provide  information  to DOC staff of the arrest of any employee of the
halfway house. All of the Contractor's employees who perform regular work at the
facility  shall be  finger  printed  and a  background  check  conducted  by the
Oklahoma State Bureau of  Investigation  at the expense of the Contractor.  This
check shall occur when an employee is initially hired or upon the effective date
of this contract if the facility is operating.

P.

The Contractor shall provide the clients three sets of work clothes,  to include
coat, work shoes, caps, and gloves.

The Contractor  shall be  responsible  for the costs of DOC required forms (i.e.
budgeting,  leave  itineraries,  disciplinary,  medical payment  authorizations,
etc).

3.      Areas of Performance:

The  services  of  the   Contractor   shall  be  performed   under  the  general
administration  of David C. Miller,  Chief of Population  Management  and Fiscal
Operations, Oklahoma Department of Corrections. The Contractor will be inspected
quarterly and audited  annually to ensure the  conditions and services are being
adequately provided.

4.      Medical Responsibilities:

A. All medical and/or dental services shall be provided by DOC unless  alternate
services  are  approved  by DOC or such  services  are as a result  of a medical
and/or dental emergency.

i. Medical emergency shall be defines as danger or threat of the loss of life or
extremity.
I

The contractor  has a minimum  number of 65 inmates that it will accept.  Should
the number of inmates  fall below this  number and remain at that level for more
than 30 days, the Contractor may at his option, waive the minimum number or give
notice of his intent to terminate the contract pursuant to paragraph 6 below. 4

ii.     Dental emergency shall be defines as cute -problems in the mouth
exhibiting symptoms of pain, swelling, bleeding and/or elevation
of temperature. _ . _

B.      The Contractor shall notify DOC of any medical/dental emergency
immediately after such emergency or within the first working day after
said emergency occurs.

5.      PUMent for Services:

A.      As consideration for such services as outlines above, DOC agrees to pay
to pay the Contractor the sum of $ 27.88 per inmate per day, excluding the
day of arrival.

B.      DOC shall not be liable for and shall not pay the Contractor for any
expenses not herein expressly provided for.

C.

D.      This contract is for an indefinite number of inmates and days. DOC
makes no representations or guarantee that any number of inmates will be
housed by the Contractor for any amount of time.

6.      Termination of Convenience:

Either party may terminate  this  agreement at any time by giving written notice
to the other party,  of such  termination  and  specifying  the  effective  date
thereof at least 30 days prior to the effective date of such  termination.  Such
written  notice shall be by  registered  mail to DOC in care of David C. Miller,
Chief of Population  Management and Fiscal  Operations,  Oklahoma  Department of
Corrections  3400  M. L.  King  Avenue,  Oklahoma  City,  OK  73136  and,to  the
Contractor at 3115 N. Lincoln,  Oklahoma  City,  Oklahoma,  73105.  Notice given
pursuant to the provisions of this paragraph shall be deemed  sufficient for all
purposes.

7.      Duration of Agreement:

This  contractual  Agreement shall be in effect to June 30, 1999, the end of the
fiscal year for the State of Oklahoma.

Contractor

4

ss

8.      Regulations:

A.      This Agreement and all-rights and duties arising -thereunder shall be
governed, interpreted and construed according to the provisions of and
under the laws of the State of Oklahoma.

B.      This document represents the entire agreement between the parties. Any
modification, amendment or addition thereto must be in writing, executed
by the parties and specifically referencing this Agreement.

In Witness  Thereof,  the parties have executed this  Agreement in triplicate on
the
day and year first written above.

Oklahoma Department of Corrections

David C. Miller, Chief of Population
Management and Fiscal Operations

Approved:
Ltlm
Vincent L * K~ight General Counsel

Affidavit of Non Collusion

STATE OF OKLAHOMA )

COUNTY OF

of lawful age, being first duly sworn, on oath says:

1. (s)he is the duly authorized  agent of u) 9;ee e- t 1',4 the Contractor under
the contract which is attached to this statement,  for the purpose of certifying
the facts pertaining to the giving of things of value to government personnel in
order to procure said contract;

2. (s)he is fully aware of the facts and circumstances surrounding the making of
the contract to which this  statement is attached  and has been  personally  and
directly  involved  in the  proceedings  leading  to  the  procurement  of  said
contract; and

Subscribed and sworn to before me this 3        day of  19

Notary Public (or Clerk,-& Judge)
(Seal)

3. neither the Contractor nor anyone  subject to the  Contractor's  direction or
control  has paid,  given or  donated  or  agreed to pay,  give or donate to any
officer  or  employee  of the State of  Oklahoma  any money or othe'r . thing of
value,  either  directly or indirectly,  in procuring the contract to which this
statement is attached.

        Z       Lula_~
Name/Title)
4

4

I

purposes and duties hereinafter enumerated on paragraphs numbered I and 2 below,
 and;

Whereas, the Contractor is conditions hereinafter set forth.

willing to provide such services under the terms and
4

Now,   therefore,   in  consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties agree as follows:

The Contractor  shall not be allowed to house any inmates at another location or
building under this contract without first receiving written permission from the
DOC contract monitor.

HALFWAY HOUSE/PUBLIC WORKS EXPANDED SERVICE CONTRACT
(Based on Fixed Rate Fee)

,R'evised 11-19-98

This  contract,  made and  entered  into this l't day of December  1998,  by and
between the Oklahoma Department of Corrections,  Chief of Population  Management
and

Fiscal Operations,  hereinafter  "DOC",  acting pursuant to the provisions of 57
O.S. 1991,
Section  561 as  amended,  and New  Direction  Centers of  America,  hereinafter
"Contractor".

WITNESSETH

Whereas, DOC desired to purchase the services of the Contractor for those

I .     Facility Location:

0

1. 1. Contractor agrees to house the clients assigned under this contract in the
facility located at 3 115 N; Lincoln Blvd., Oklahoma City, Oklahoma.
1.2

2.      Contractor's Conditions and Services:

2.1     Shall provide three  nutritionally  balanced meals,  according to a menu
        approved by a licensed dietician, daily per correctional client.

2.2     Shall  provide at least one on duty  alert  staff for each  forty-  (40)
        clients for supervision  and assistance to  correctional  clients at all
        times.  One individual  shall be a roving patrol when all other staff is
        absent.  In the  alternative,  the  contractor  may  submit  a  written'
        staffing  plan for its  location(s)  which if  accepted  by DOC shall be
        attached hereto and incorporated by reference.

I

2.6     Shall  maintain  facilities  in such  condition so as to comply with all
        applicable  local and state fire and health codes, as well as compliance
        with the Life Safety Codes.  Copies of each inspection shall be provided
        to the local district  office/contract  morfitor office within seven (7)
        days  of  occurrence  with  a  plan  of  corrective  action  to  address
        deficiencies attached.

i

2.3     Shall  provide at least  twenty-five  (25) square  feet of  unencumbered
        space per occupant  living area,  and maintain  clean,  safe and healthy
        living areas and grounds.

     2.4  Shall provide  recreational  facilities on grounds (i.e.  pool tables,
          card tables,  etc.) and/or  additional  recreational  activities (i.e.
          team sports, use of gymnasium, etc.).

2.5     Shall provide  procedures to maintain all client  information  in strict
        confidence  and  shall  not  release  such  information  pertinent  to a
        presently  or  previously   assigned   client  without  first  receiving
        clearance  from the  supervisor/designee  of the local  district  office
        and/or release from subject client.  One exception being district office
        staff and the contract  monitor,  after showing  proper  identification,
        shall have access to client records at all times.

2.7     Shall maintai~ the facility in compliance with the written  standards as
        set out in  Attachment  A hereto  and  incorporated  by  reference.  The
        contractor  must  establish  a file for each  standard,  which  contains
        information  to show  compliance 95 percent of the standards at the time
        of the initial  audit.  Failure to comply  shall result in a sixty- (60)
        day probationary period, after which DOC will again review the standards
        in question  to ensure  compliance.  If at the end of said  probationary
        period,  the facility again shows non compliance  with the 95 percent of
        standards,  DOC shall at its option,  reduce the bed utilization for the
        remainder of the contract  period by twenty  percent (20%) or cancel the
        contract in its entirety.  Shall maintain documentation proving that the
        standards in the Department of Corrections Haffway Housing  Requirements
        are being met. The  Contractor  shall  conduct an internal  audit of the
        standards in the first  quarter of the fiscal year. A copy of this audit
        shall be forwarded  to the contract  monitor  office.  Written  plans of
        corrective  action by the contractor  shall be forwarded to the contract
        office within 15 days of the contractor's audit.

2.8     Shall  provide a  reintegration  counselor to provide  guidance and make
        appropriate community referrals for employment and budgeting services.

2

2.9     Shall ~rovide such  additional  services as DOC may  reasonably  require
        which are  necessary to maintain the health and safety of the  client(s)
        serviced under this contract.

I

2.10    The   Contractor   shall   attend   and   participate   in   an   annual
        meeting/training  session with the  Department of  Corrections  district
        office/contract office staff in order to maximize contract performance.

2.11    Shall insure a case  manager/counselor,  trained by the district office,
        maintains  individual  chronological  files  documenting  each  client's
        program  goals,  crew  assignment,   evaluations,  compliance  with  DOC
        policies governing  classification  status,  earned credit level, parole
        board summaries,  individual case plans, budgeting, release preparation,
        place of employment  verification checks,  programinatic leaves, and any
        other  significant  events.  This  information  shall be  submitted in a
        timely manner to the district  office for review to ensure  accuracy and
        timeliness of  information.  The facility  shall employ one case manager
        for each 50 clients it houses

2.12    Shall ensure that each client  budgets  earned  income  according to the
        Departrhent of Corrections policies, ensures jobs are monitored and that
        time credits are submitted  monthly to the local district office on each
        client in a timely manner.
i

2.13    Shall provide all transportation to medical/counseling  appointments for
        all clients in  Oklahoma  City and Norman;  also  transportation  of all
        clients  scheduled  to  appQar  at the  monthly  parole  board  meeting,
        transportation  for program,  employment,  emergency leaves, to and from
        the district office and all other activities  except from one Department
        of  Corrections  facility  to  anotherr  If the  destination  point  for
        transported  clients exceeds 50 map miles, one way, the contractor shall
        be paid an additional fifteen dollars per hour per employee required for
        transport.  Separate  billings must be submitted for the travel  charges
        under this section. If the contractor charges for more than one employee
        per trip, the billing must adequately  describe the reason more than one
        employee was necessary.

2.14    Contractor shall require clients to clean their respective  living areas
        to include sweeping,  mopping, washing windows, etc: as well as communal
        group programs such as visiting  rooms,  group rooms,  etc.  Clients may
        also be used for lawn mowing, trash dumping and minor maintenance of the
        facility. Nothing contained herein shall prohibit the use of trustees as
        provided for by law and the payment of their  wages.  The intent is that
        clients will not be used in lieu of paid workers

2.15    Shall provide  information to DOC staff of the arrest of any employee of
        I the halfway house. All of the Contractor's employees who perform

3

At a minimum,  the facility shall  continuously  maintain  accredited status for
American  Correctional  Association  Standards for Adult  Community  Residential
Services, Third Edition.  Accreditation shall be continuously maintained for the
term of this contract and any extensions  thereof Failure to comply shall result
in termination of this contract.  The facility shall operate in accordance  with
and keep  Sections 3, 6, 9 and 12 of the  Department of  Corrections  Operations
Policies  updated as they are issued:  2.17.3.  Section 9 governs  public  works
programs,  inmate  grievance  process,  reintegration,  and  off~nder  financial
responsibility, etc.

The facility shall provide space for medical treatment to be administered to the
clients when necessary.

I

regular work at the  facility  shail be finger  printed and a  background  check
conducted by the Oklahoma  State Bureau of  Investigation  at the expense of the
Contractor.  This check shall occur when an employee is initially  hired or upon
the effective date of this contract if the facility is operating.

2.16

2.17

i

4

2.17.1. Specifically,  Section 3 governs the inmate pass program, chemical abuse
testing,  escorted leave  program,  inmate  property  procedures,  etc.  2.17.2.
Section 6 covers  classification  and case  management,  custody  assessment and
transfer  procedures,  pre-parole  procedures  and earned credit  classes,  etc.
2.17.4. Section 12 covers inmate pay programs and trust fund procedures, etc.

2.19

The Contractor  shall be  responsible  for the costs of DOC required forms (i.e.
leave itineraries, disciplinary, budgeting, grievances, parole summaries, etc.)

2.20    The facility shall provide office space and  equipment/filniishings  for
        the district  office/contract  monitor staff in close proximity to other
        administrative offices and reasonably comparable.  The office shall have
        a lock,  which is not master  keyed and shall be  provided  with a desk,
        chairs, access to telephone/fax/computer lines.

2.21    At least 5 percent of the client  population shall be tested monthly for
        THC  amphetamines,  PCP, cocaine or opiates and a summary of the results
        ftirnished  to the district  office.  Suspect  drug and alcohol  testing
        shall be in addition to the random 5 percent testing.

4

2.26

Shall provide  transportation in staff driven vehicles or ensure  transportation
by crew  supervisors to and from work site location(s) or a common drop off/pick
up site as may be agreed upon by the parties. 4

2.22    The facility  shall  provide  restrictive  housing (RHU) space for those
        offenders,  which it deems inappropriate for its facility. This space is
        to be provided within the structure by construction of a unit or through
        the  payment  to the  local  city/county  jail  for the  housing  of the
        offender(s).  If an inmate is placed in RHU, the contractor shall notify
        DOC and request a transfer of the  inmate.  DOC will become  responsible
        for the inmate  (including RHU contract  costs) if he is not transferred
        within 7 days of the District Office's approval of Transfer.

2.23    Inmates  shall enter  halfway  house  status only from the public  works
        center  population with the following two exceptions (the offender has a
        parole board  stipulation or has completed a vo-tech  program at another
        facility).

2.24    The contractor  shall notify the  Department  regarding use of force and
        serious  incidents.  The facility will notify the local district  office
        during business hours  immediately by telephone of all serious incidents
        and will fax  copies  of all  reports  prepared  within  24 hours to the
        district  office  and  contract  office  on the  forms  provided.  After
        business hours,  the local district office /contract office will receive
        the notice and reports.

2.25    Shall  provide  services  for a program to operate a client  residential
        center  as  authorized  in  57  O.S.  1991,   Section  563  as  amended.
        Additionally  the  Contractor  shall be  responsible  for  acquiring the
        necessary  Public Works Contracts to fulfill the needs and  requirements
        of its Public Works clients.  All Public Works Contracts entered into by
        the contractor must be approved in writing by DOC.

2.27    Shall provide  regular and periodic work site  inspections  and document
        such inspections in a permanent log.

2.28    The Contractor shall provide the public works clients three sets of work
        clothes,  to include a coat,  work  shoes/boots,  caps and  gloves.  The
        Contractor  shall have 90 days from the effective  date of this contract
        to comply with this  sub-section  and clothe clients in compliance  with
        the  Departments   community  work  centers  and  community  corrections
        centers.

2.29    The  Contractor  shall  provide all clients on site for the public works
        program and those  utilized on site for  maintenance  and food  service,
        monthly pay in accordance with OP-120202, 20% of which must be placed in
        the  client's  mandatory  savings.  If the  clients  are  working  under
        existing  contracts  negotiated through DOC, DOC will continue w collect
        and handle the inmate pay until that contract is terminated.

5

2.31.2 Complete,  accurate, detailed reports of the disciplinary actions against
clients are provided to the local district  office within seven (7) working days
of  the  date  the  action  is  finalized  or  the   punishments   administered.
Administration  of the  disciplinary  sanction which affects time calculation or
sentence length must be in accordance  with  Departmental  policy  OP-060125'and
approved  by the  local  district  office  supervisor/designee.  Loss of  earned
credits must be approved by the department and may be adjusted.  2.32 Contractor
agrees  to  maintain  general  liability  insurance  and  workers   compensation
insurance  in an  amount  acceptable  to DOC for all  employees  and  activities
performed under this contract. A certificate of insurance acceptable to DOC will
be furnished within 15 days of the execution of this agreement.

0

2.30    The  facility  will  initially  place  all  clients  received  from  the
        department  in the  prisoner  public  works  program for a minimum of 30
        days.

2.31    The Contractor  will afford clients access to reasonable,  impartial and
        nondiscriminatory  grievance and misconduct  procedures addressed in the
        Departments  Operations  Policies,  including a final level of appeal as
        provided in this  section.  Misconduct  procedures  and  penalties  must
        reflect  the   department's,   since  it  affects   security  level  and
        classification.
i

I

2.3 1.1 The  facility is  responsible  to respond to  grievances  and appeals on
matters  occurring  during the client's  incarceration  in the facility,  except
sentence  administration  issues and  classification to lower or higher security
status in accordance with DOC policy.

I

Areas of Performance:

The general operations of the contractor shall be overseen by the local district
office  supervisor/designee  to  include  review  of  classification  paperwork,
disciplinary  actions,  attendance of staff meetings,  review of policy changes,
review of both incoming and outgoing  transfer requests and changes in a clients
status on center.  The services of the Contractor  shall be performed  under the
general  administration of David C. Miller,  Chief of Population  Management and
Fiscal Operations,  Oklahoma  Department of Corrections.  The Contractor will be
inspected  quarterly and audited  annually to ensure the conditions and services
are being adequately provided.

4.      Medical Responsibilities:

6

5.1. The State agrees to pay as compensation for the services provided hereunder
a fixed  rate of $31.75  times the  number of  client  days,  excluding  date of
arrival,  in  a'single  monthly  payment  which may be  adjusted  in  accordance
herewith.

4.1 DOC shall provide all medical,  mental health and/or dental  services unless
DOC approves  alternate  services or such  services are as a result of a medical
and/or dental emergency.

4. 1. 1. Medical  emergency  shall be defined as danger or threat of the loss of
life or extremity.

4.1.2.  Dental  emergency  shall be  defined  as  acute  problems  in the  mouth
exhibiting symptoms of pain, swelling, bleeding and/or elevation of temperature.

The  Contractor  shall notify DOC as prescribed in section 2.25 and the DOC CHSA
of any medical/dental  emergency  immediately after such emergency or within the
first working day after said emergency occurs.

5.      Payment for Services:

i

The fixed rate shall be reviewed at a public hearin,- attended by all interested
parties. Pursuant to statute and any amendments thereto, any increase shall -not
exceed the previous years Consumer Price Index for all .Urban Consumers  (CPI-U)
as prepared by the United States Bureau of Labor  Statistics or as otherwise may
be provided by State law.

DOC shall not be liable for and shall not pay the  Contractor  for any  expenses
not herein expressly provided for.

5.4.  The  contractor  has  agreed to a minimum  number  of 140  clients  plus 5
trustees  that it will  accept.  Should the  number of  clients  fall below this
number and remain at that level for more than 30 days, the Contractor may at his
option,  waive the minimum  number or give notice of his intent to terminate the
contract pursuant to paragraph 6 below.

5.5. This contract is for an indefinite number of clients and days. DOC makes no
representations  or  guarantee  that the  Contractor  will  house any  number of
clients for any amount of time.

6.      Liquidated Damages Non-Performance Penalties:

7

Termination of Convenience:

6.1     In the event of non-compliance by the contractor, the State may withhold
        as  liquidated  damages the amounts  designated in Attachment B from any
        amounts  owed to the  contractor.  The  parties  agree  that  due to the
        complicated nature of the contractors obligations under this contract it
        would be difficult to  specifically  designate a monetary amount for the
        Breach by the contractor  designated in Attachment B as said amounts are
        likely to be uncertain and not easily proven.

6.2     The State  shall  notify  the  contractor  in  writing of the Breach and
        afford 30 days time to cure the  breach  unless the matter is so serious
        that  immediate  correction  is needed or unless a longer time period is
        mutually agreed upon.

6.      The State shall notify the contractor in writing of the amounts to be
        withheld as liquidated damages.

6.4     Liquidated damages shall be assessed for each day the Breach remains
        uncured.

7.

6.5     The State is not obligated to assess liquidated  damages before availing
        itself of any otheor remedy.

6.5     The State may choose to discontinue  liquidated damages and avail itself
        of any  other  remedy  available  under  this  contract  or at law or in
        equity.

Either party may terminate  this  agreement at any time by giving written notice
to the other party of such termination and specifying the effective date thereof
at least 3 )0 days prior to the effective date of such termination. Such written
notice shall be by registered  mail to DOC in care of David C. Miller,  Chief of
Population Management and Fiscal Operations, Oklahoma Department of Corrections,
Private Prison Unit 2200 Classen Blvd,  Suite 1200,  Oklahoma City, OK 73106 and
to the  Contractor at 3115 N. Lincoln Blvd.,  Oklahoma  City,  Oklahoma 73 10 1.
Notice  given  pursuant  to the  provisions  of this  paragraph  shall be deemed
sufficient for all purposes.

8.      Duration of Agreement:

This contractual  Agreement shall be in effect through June 30, 1999, the end of
the fiscal year for the State of Oklahoma.

8

New Direction Centers of America
Ron Alexander

9.      Reizulations:

9.      1. This Agreement and all rights and duties arising  thereunder shall be
        governed  interpreted  and construed  according to the provisions of and
        under the laws of the State of Oklahoma.

9.2.    This document  represents the entire agreement between the parties.  Any
        modification, amendment or addition thereto must be in writing, executed
        by the parties and specifically referencing this Agreement.

9.3.    In  accepting  this  contract  the  Contractor  agrees that their books,
        records, documents, accounting procedures or any other items relevant to
        this  contract  are  subject to  examination  by the other party and the
        State Auditor and Inspector.

9.4.    The  contractor  shall  perform  all the duties  herein  through its own
        employees.  None of the duties  required  by this  agreement,  including
        restrictive  housing space,  shall be performed by another contractor or
        subcontractor unless the agreement has been first approved in writing by
        the DOC.

i

0

In Witness  Thereof,  the parties have executed this  Agreement in triplicate on
the
- day of December 1998.

Oklahoma Department of Corrections

David C. Miller, Chief of Population Management and Fiscal Operations

I

Approved as to form:

9

Ross Johnson
General Counsel Office

i

4

I

10

) ss

1. (s)he is the duly authorized agent of , the Contractor under the
contract which is attached to this statement,  for the purpose of certifying the
facts  pertaining  to the giving of things of value to  government  personnel in
order to procure said contract; (Name/Title) 5 19-.

Notary Public (or Clerk or Judge)
Cp

Affidavit of Non Collusion

STATE OF OKLAHOMA

COUNTY OF

, of lawful age, being first duly sworn, on oath says:

2. (s)he is fully aware of the facts and circumstances surrounding the making of
the contract to which this  statement is attached  and has been  personally  and
Idirectly  involved  in the  proceedings  leading  to the  procurement  of  said
contract; and C)

neither the  Contractor  nor anyone  subject to the  Contractor's  directi~n  or
control  has paid,  given or  donated  or  agreed to pay,  give or donate to any
officer or employee of the State of Oklahoma  any money or other thing of value,
either directly or indirectly, in procuring the contract to whigh this statement
is attached.

4

Subscribed and sworn to before me this  day of

(Seal)

I

I I

12

APPENDIX B

LIQUIDATED DAMAGES

Liquidated damages for each day of a breach will be calculated as follows:

Z~

V x B x $25.00 when

V = Relative value of Service Area
B = Relative value of the Breach

Service  Area 1: Value = 5:  Security  and Control,  ACA  Accreditation,  Health
Services, Use of Force, Escapes, Contract Monitoring,

Operator Breach

B

Failure to Provide Service

5

Failure to Document

2

Failure to Report

2

Failure to Comply with Other

5

Applicable Requirements

i

Service Area 2: Value = 4: Sanitation and Hygiene, Food Service, Mail, Religion,
Access to Court, Inmate Discipline,  Grievance, Visitation, Records and Reporfs,
Employee Qualifications & Training

Operator Breach

B

Failure to'Provide Service

4

Failure to Document

2

Failure to'Report

2

Failure to Comply with Other

4

Applicable Requirements

Service Area 3: Value = 3:  Operating  Standards,  Transportation,  Maintenance,
Repairs and Replacements,  Inmate Work, Academic & Vocational Training, Sentence
Computation    Data,    Classification    &   Case    Management,    Commissary,
Policies/Procedures/Post Orders, Inmate Management Fund/Bank Accounts

Operator Breach

B

Failure to Provide Service

3

Failure to Document

I

Failure to Report

1

Failure to Comply with Other

3

Applicable Requirements

I

I

APPENDIX B (continued)

Service  Area 4: Value = 2:  Laundry and Irunate  Clothing,  Telecommunications,
Supplies/Perisha~les, Recreation

Operator Breach

B

Failure to Provide Service

Failure to Document

I

Failure to Report

I

Failure to Comply with Other

3

Applicable Requirements

i

A.      The cost of transportation of the prisoners to and from the project;

~Jity of ya-on

~-.L i T        k-)[    , -i -i I       I --    " "

07/06/98        17: 15  '2405 948 1402  KATE BANNARD CTC        (107

PRISONERS PUBLIC WORKS CONTRACT
OKLAHOMA DEPARTMENT OF CORRECTIONS

"ATTACHMENT A"

S-

B.      The cost of lodging and food for the prisone-rs and correctional
personnel assigned to the, project;

The cost of guarding the prisoner;

$ - -- D. The cosT of all  tools  and  mztcriE~s  furnished  by the  DEPARTMENT;
$-.210-OC E. The cost of the salaries of the assigned  prisoner;  U' to fourteen
(14) p
                        irimaLes at Paygrade 3 ($15,00)

S 210.00 SUBTOTAL

x 10%   (S21,00)
Other miscellaneous.

$- 2121.00 TOTAL COST PLLIS 10% TO BE BILLED "viONTHLY
DATE:

,~eniiy Holloway, Dlstnict SuperV1130T

The number  of='Iat--&s  on each crew and the number of Crews can be expanded at
the above listed  facilities upon the agreement of the Depamiient of Corrections
mid the  City of  Yukon  as  long as the  said  expansion  does  not  aJier  the
cmiditions of this Agreement. IN WITNESS THEREOF, the parties have executed this
agreement in duplicate on the dale and year first above written.

Date

T .~

        no              -
For the Kat~e Barnard CCC
Subscribed and sworn to before Me this          9 q5,
        da-",)o f (~2dvl -7 1 -
        -7-/
        tap 1,

My. ~on-imissioii expires
y,otary Public

,-F

~ Cir4f Yukon

19

~:Fxe LZ,       el
t-
N6tar'y Public

i ~e ~~ / i J 14. j:~   4 O!D z Z; U ( 0 J b  k-; i I Y Ur ~ LrLA A   rA1,1L U )

07,106/08       17: 14  '2405 948 i402  KATE BARNARD CTC        zooe

~UPPLEMENTAL TO PRISONERS PUBLIC WORKS PROJECT CONTRACT

I

This  Agrecinew is intended to  supplement  and make more definite and cortami a
prior  agrceinent  heretofore  entered  into by the  parties  the  City of Yukon
heTeinafter   "AGENCY"  and  the  Kate  Bwmard  Community   Corrections   Center
hereinafter "DEPARTMENT" dated the 6tfi day of June 1998.

For the term  provided for U*1 the original  agreement  between the  above-named
palties,  specifically from July 1, 1998,  through June 30, 1999, the DEPARTMENT
agrees to:

2.

Provide  die  agency  with up to a  fourteen  inmate  =-w from  die Kate  Bamard
Conimunity Corrections Centcr for the City of Y. ukDn.

This  Supplemental  Agreement  shall be in effect fpT the same period of time as
the Prisoner  Public Works  Project  Contract  and  Termination  of the P"Isonur
Public Works Project Contract sliall act as a teTTnination of this  Supplemental
Agreement. This Supplement, howevcr, may im modified by agreement of the parties
without effecting the validity of the Prisoner Public Works Project ContTact.

ca_,, ~,/-/ ~411
6b~a/ie __

Suhsc;ribed and sworn to before roe this

My r-orninission expires J - ,C_~

V405 948 1402
KATE SONARD CTC
sovereign  immunity  defense  for tbe State of Oklahoma  or tbc'  Department  of
~orrections.
City of Yukon
ATTN: City Cierk
P.O. Box 85D500
Yukon, OK 73085
ZI 005
Oklahoma Dep~;~erit of Corrections day 0

otarv/Public

        1
-.4- day of

19

I=      JeI.44
'~"Notarv' P u b I i c
I
4

07/0e/98        IT,14

I

21. Either party may terminate this conti-act for any reason by providing thirty
days written  notification to the other party by ccrtffled  mail,  Tlet= receipt
requested.  The nif m to ran upon the next day after the  return  receipt  is ot
ication period shall beg' signed.

22. All notices  required  'in tlis  oontract  shall be mailed,  certificd  mail
return receipt requested to the addresses of the parties sct forth herein-,

Kate Barnard CCC
ATTN: Accountant
3200 NW 39th Street
OKC, OK 73112

23,  The lam of this  contract  shall  for a period  begi~iiaing  on the date of
execution  set forth  below and ending on the.  last day of the  current  fiscal
year.  The term of this contract  shali not extend  beyon&die end of the current
fiscal year, but may be shorter if ageed in writing.

24. The parties shall  execute this contract in duplicate  originals by affixing
their signatures hereto in the place provided,  and by affixing their respective
siparares  shall warTant that each has tile  authority to execute and bmid their
agencies,

The parti"-  agrcc and  understand  that the  pnigoners  shall not  displace any
employee of the Public Agency nor shall reduce the employment  opportunities  of
any citizen eligible and qualified.

DATE OF F-XF-CIJTION

        7

Date

Subscribed and swom to before me this

My commission expires   ILIOot

Subscribed. and swom to beforc me this

My coninliss ion expires
C:: ~or~ Citof Yukon

~~ I .
I ~1-1 I

1-/ ~ ~/ ~ -, J J               14 . . -        I U _-1 'J ~) . - -) I

07,106/98               17:13   V405 943 1402   KATE BARN.kRI) CTC      4

13. The  Department  shall  provide  the ?ublic  Agency  with COPiCS Of TeltVanr
Departnent  operational  policies and procedures  that are  applicable,  as well
as-.the  training  and  orientation  reqwired  for proper  implem  entation  and
security. ,

14. The Public Agency, urdess otherwise agree~d, shall pTo-vide work sli~ifts of
ro longei than cight  working  hours and to utilize  prisoners for no niore Than
eight hours per shift,  The normal  working hours shall be between 0700 and 1800
houTs each working  day.  Weekend or night  shifts are not  prohibittd  by tilis
contract but may be utilizcd  under the terms and  conditions of this  contract,
Any additional or different work sh~fts  required shaU be approved by the Warden
of the prisoner's correctional facility and attached as an addendum.

15, Either pany may  tcnTdnate  this contract for the failuie of the other party
to  pcr.Forrn as per the terms and  conditions  contaLincd  heTein,  Any damages
shall  be as  audiorized  by law in a  court  of  competent  juris4cidon  except
attorneys  fees and  related  legal  costs  which  shall  be bome by each  party
separately, Any n-&igaring circurristaric~es shall b~ considered by botb parties
in determining failu7e to perform.

16, In the evcnt a bona fide  dispute or a c=fllct of interest  arises  berwc-.n
the pardes which camnot be resolved thTough reasonable  dfligence,  tither party
may request  mediationunder  the Oklahoma  Dispute  Resolution Act, 12 O.S, 1989
Supp.  Sec 190 1 et seq, as  amended.  Such  rcqtiest  shall be agreed to by the
other party,  The pardes agree that this process shall bc bindiing and shall bar
any legal action in a judicial or quasi-judicial tribunal. All Costs Telaring to
this  proc;css  shall be bome  separately  by each party.  Any dispute shall noT
effect -lie performance  requirements and duties of this contract. The ccritract
shall remain in fall force and effcct uriless  odicrwise  tert-ninalcd or agreed
betwccn the parties.

The Public Agency shall  inauiltain  all records,  books of accotints,  and such
other  documents  roquired by law to be maintained  and accounted for, and shall
maintain  them in a safe  place,  and make them  available  to state wid fcderal
officials for inspection as  authoriz-.d-  by law,  including  Mispection by the
duly autborized officers of the Departnient.  The Public Agcncy shall retain all
records,  lbooks of accounts,  and such other documents mlcvant to this contract
for a period of three years and shall make thern  available  for  inspection  by
state and federal officials as required by law, including inspection by the duly
aud)orized officers of the Department,

18. If any  provision,  clause or  paragraph  of this  contact  or any  document
incorporated  by reference  shall be detzrrmned  invalid by a court of competent
jurisdiction,  sucb  deterrn~inztion  shall not  affect  the  other  provisions,
clauses  or  paragraphs  of  U-iis   contract  which  is  not  affected  by  the
deterriiization.  The  provisions,  Clauscs  or  paragr~phs  and &-iy  documents
incorporated by reference are declared severable.

19,      This contract shall be governed by the la~N,s of the State of Oklahoma,

-)0.

The parties  agree that the  Governmerital  Tort  Claims  Act, ', 1 ().8.  (1989
Supp,) Sect, v et sco is '~othjnv herem shall br constned is a wao.-cr of ~1~:

C.

The Wst of transportation of the prisoners to and from the project;  b. The cost
of lodgilig and food for the pTisoners and  correctional  persomiel  assigned to
the project;  The cost of guarding the  prisoneTS,  d, The cost of all tools and
materials funiished by the Department,  if azy, and; The cost of the salarics of
the  assigned  pnisoneTS.  f,  Ilyliscellaneous  11.  The  Dcpartment  shall  bo
responsible  for the  c~st of  mcdicaJ  and  denial  health  caxe  needs  of the
prisoners  including  emergencies  while  assi&med to the Public Works  Project,
uniess otherwise agreed in wniting. 6 I IJ2/ 2:~l 1 JIJ'J 14; 1 ~Z qu!Dj!)d It4d
clj~' Ur WKUN r~-~LU~4

I       -

01/06/98        17; 12  V405 948 1402   fUTE B.-kRNARD CTC

shall immediately notify t~e Department and the local 18W MfOMMent agency if any
prisoner is Tnissmg and believed to have escaped,  and shall 11nmeaiately report
any other serious rule  infraction.  Failure to return to the facility  shall be
deerried an ,escape and subject to penalty provided by law. The Department shall
have the ultimate responsibility for the security of the prisoners.

6. The Public  Agency  agrees to pay to the Departr iient the base cost plus ten
percent on a monthly billing basis,  tuiless othcrwise agreed. Ten percent above
ihe base cost shall be  charg.-d  to cover the cost,  if any,  of DOC  equipment
repair and replaccinent, The base cost may comprise the following categories:

I       - pl
No prisoner so assigned shah be  considered  as an em oyee of the  requesting or
Public Agcncy-,  nor shah any such prisoner come within any of the provisions of
the  State's  Labor  Code,  (40 O.S.  1991 see. I ct seq) or be  entitled to any
benefits  thereunder  wlietlicr on behal f of  him/berself  or that of any other
person

S. The Director of the  Department or his designee  shall at all =,es durmig the
term  of  this  contract  ha,,.,--   1,411jurisdiction  and  authonry  over  the
discipline  and conrrol of ~ie  prisoners  performing  WOTk On t1le Public works
project,  Unsat%isfactory  job performance  shall be docum.-nted and reported to
the Depar-cment  far discipline  which may inchide removal and forfeiture of any
earned CfCd~tS OT both.

9. The prisoners,  while assigned to the Public Works  project,  shall,  for the
purpose of punishment for escape,  be deemed to be on trusty status and shall be
=der the custody and control of the  Department of  Corrections.  The lirr~ts of
the place of cornzy~irm.ent  ai-e extended under the special  conditions of this
Prisoner  PubdcW07ks  Project Contract pursuant to 57 O.S. 1989 Supp. See, 501.1
(A) (4)

10, The Departnient  shall select and assign eligible  pi~soners to work for the
Public  Agency.  The  priisoneTs,  while  assi&rned to the Public Works Project,
shall be exempt from the provisions of the Worker's  Compcrisation Act, (85 O.S.
1981 sec. I et seq.)

I

12. The Depariment shall, iu~ess otherwise agreed, provide the transportation to
and from the wQrk site of the  prisoners  assigned to the Public Works  Project,
The Departrnerit shall vro~.Ide hinr.]),-~ tri t~,- -I.- -.L. . I

Lir- I L)t 1J1 I        r"Qr_UIL

07 / 00/ 0 8    17: 11  CZ405 948 1402  KATE BARNARD CTC

PRISONERS PUBLIC WORKS PROJECT CONTRACT
by and between
OKLAI-10;MA DEPARTMENT OF COkRECTIONS
KATE BARNARD COMMUNITY CORRECTIONS CENTER
and

CITY OF YUKON

This  contractual  agreement  is  entered  into  by  and  between  the  Oklahoma
Department  of  Corrections,  hereina~cr,  Depai-tment,  and the  City of  Yukon
hereinafter,  Public Agency, which has that prisoners be assigned to a prisoners
be assigned To a Public Works  Project  lierctofore  determined  by the Oklahoma
Board of Corrections to be of necessity for the public  well-being and conducive
to  rehabilitation  and die reductionof the recidivism  among the  participating
pnisoners.

This  contract is  authonzed  by 57 O.S.  1999 Supp.  'A 981 Sec 215 et seq, the
Prisoners Public Works Art.

For and in  consideration  of the fbUowing  terms,  conditions and covenants the
parties herein agree as follows:

The Public Agency shall submit a brief  description  of the Public Works Project
indicating  itit loca~on and type of work  required and shall request the number
of prisoncr.5 It needs to accomplish Lhe Public Works PTOject.  The Pubhu Agmicy
shall also prolyide work order5.  Job duties and assigriments,  and any training
to the  prisoners  and sha.]]  provide a safe working  enVironment  . The Public
Agency shall  ftaTiish all  matenals  and TooiS  necessary  for the ?"blic Works
ProJect.

2. The Public  Agency  a~Tecs to use  prisoners  assigned  to ihe  Public  Works
Project on public,  property  onfy,  except  that  =iTiate  labor may be used on
private  property for a pubhc  purpose.  Public  purpose  shall be defined -as a
purpose generally affecting the 0

public good of the  irl-abitants  of the state or political  subdMsion in aid of
exercising a  govenitliental  function.  The prison--rs  shall be utiliz-.d as a
group for this purpose and not as individuals.

3. 7"he Public Agency shaill not us-- thr, pnsoners to provide personal services
for private benefit not to supctvisc other iranates or prisoners, nor to operate
any motor  veh.icles.  The Public  Agency shall allow the  Department to conduct
unscheduled  pcriodir,  visits to the Public Works  Project work site To mon~tor
the prisoners and contract compliance.

The Public Agency ap-ees to comply with tbe Department's prisoncrs'vmrk force
        I d prisoner
racial balance  rtqwrement,  and shall, upon request,  relinquish any ass'Lpe to
the custody of the Department.

5. The Public Agency agrees to cooperate wid pro\11de  prisoner  counts at least
twic dAuv and v1,066c cl().se r)f th,, n, L1, . t

9       1 ..
 . -e
State of Oklahoma

Department of Central Services
Purchase Order
Agency

Reqn.#: 99-01237
PO# S033865
Terms: NET
Delivery

Date: 10/26/1998
Ship To:        131PE
        DEPARTMENT OF CORRECTIONS
        PRIVATE PRISONS UNIT
        2200 N CLASSEN BOULVARD
        OKLAHOMA CITY
Charge &        131PE
Invoice To:     DEPARTMENT OF CORRECTIONS
        PRIVATE PRISONS UNIT
        2200 N CLASSEN BOULVARD
        OKLAHOMA CITY
OK 73106
OK 73106
- Unit Price
Amount

30.500000       503,250.00
All in accordance with the attached agreement.
Prices exclusive of Federal and State Taxes.  Prices are FOB destination  unless
stated otherwise. VENDORS READ AND FOLLOW CLOSELY: This order void one year from
date of issuance.  The above order is issued in conformity  with your  quotation
and constitutes a contract.
3.      If payment is received in excess of 45 days
        after submitting proper invoice, vendor may be
        be entitled to claim interest penalty.
        For a copy of these regulations contact
                OFFICE OF STATE FIIJANCE
        Room 122, State Capitol Bldg, OKC, OK. 73105.

signed
Director/Designe-P title

Page    I

BUYER - IP      (405-52,~1-4058)

Date

Issued:10/27/98 Reqn.#: J035438
1. Vendor's office Copy

To:     731491219
        ATTN RON ALEXANDER
        NEW DIRECTION CENTERS OF AMERICA
        3115 N LINCOLN BLVD
        OKLAHOMA CITY OK 73105-5401

Item    Quantity Unit Commodity Code    Description

01      16,500.00       DAY 0952-49
Halfway Housing - General Halfway House Beds

TERMS:
Total Amount    $503,250.00

This contract  shall be considered to be in force until the  expiration  date or
until 30 days  after  notice  has been  given by either  party of its  desire to
terminate the contr-t.

Immediate  ca4cellation shall be administered when violations are found to be an
impediment to the function of the agency and  detrimental to its cause,  or when
conditions preclude the 30 day notice.

Contract Period:        9-1-98 thru 6-30-99

B.      The Contractor shall. not be allowed to house any inmates at another
location or building under this contract without first receiving written
permission form DOC.
Contractor's Conditions and Services: -

A.      Shall provide three nutritional balanced meals, according to a menu
approved by a licensed dietician, daily per correctional client.
 .9,

I, 7.7-i

HALFWAY HOUSE SERVICE CONTRACT
(Based an Fixed Rate Fee)

This  contract,  made and  entered  into this Tlst day of August,  1998,  by and
between the Oklahoma Department of Corrections,  Chief of Population  Management
and Fiscal Operations,  hereinafter "DOC",  acting pursuant to the provisions of
57 O.S. 1991, Section 561 as amended, and New Directions of America, hereinafter
"Contractor".

WITNESSETH

Whereas,  DOC  desired to purchase  the  services  of the  Contractor  for those
purposes and duties hereinafter enumerated on paragraphs numbered 1 and 2 below,
and;

Whereas,  the Contractor is willing to provide such services under the terms and
conditions hereinafter set forth.

Now,   therefore,   in  consideration  of  the  mutual  covenants  and  promises
hereinafter set forth, the parties agree as follows: I . Facility Location:

0

2.

A.  Contractor  agrees to house the inmates  assigned under this contract in the
facility located at 3115 N. Lincoln, Oklahoma City, Oklahoma.

B. Shall  provide at least one on duty alert  staff for each forty (40)  clients
for  supervision  and  assistance  to  correctional  clients at all  times.  One
individual shall be a roving patrol when all. other staff are absent.

C.    Shall provide at least twenty-five (25) square feet of unencumbered space
per occupant living area, and maintain clean, safe and healthy living areas
and grounds.

D.      Shall provide recreational facilities on grounds (i.e. pool tables, card
tables, weight room, etc.) and/or additional recreational activities' (i.e.
team sports, use of gymnasium, etc.).
0

P,
i;
I       I

E.  Shall  provide  procedures  to  maintain  all client  information  in strict
confidence  and shall not release such  information  pertinent to  apresently or
previously   assigned   client   without  first   receiving   cle~mce  from  the
supervisor/designee of the host facility and/or release from subject client. One
exception being host facility staff, after showing proper identification, -shall
have access to client records at all times.

F.  Shall  maintain  facilities  in such  condition  so as to  comply  with  all
applicable local and state fire and health codes, as well as compliance with the
Life Safety  Codes.  Copies of each  inspection  shall be provided to DOC within
seven (7) days of occurrence with a plan of corrective action.

Shall maintain the facility in compliance with the written  standards as set out
on Attachment A hereto and  incorporated  by  reference.  Each  contractor  must
establish a file for each standard which contains information to show compliance
95  percent  of the  standards  at the time of the - initial  audit.  Failure to
comply shall  result in a sixty (60) day  probationary  period,  after which DOC
will again review the standards in question to ensure compliance.  If at the end
of said probationary  period the facility again shows non compliance with the 95
percent of standards,  DOC shall at its option,  reduce the bed  utilization for
the  remainder  of the  contract  period by twenty  percent  (20%) or cancel the
contract in its entirety.

Shall  maintain  documentation  proving that the standards in the  Department of
Corrections  Halfway Housing  Requirements  are being met. The Contractor  shall
conduct an internal  audit of the  standards in the first quarter of each fiscal
year. A copy of this audit shal be forwarded  to the 6ontract  office  -oT-D-0-C
to-use as a guideline for the DOC audit:  Written plans of corrective  action by
the contractor shall be forwarded.  to the contract office within 15 days of the
contractor's audit.

I.      Shall provide a reintegration counselor to provide guidance and make
appropriate community referrals for employment and budgeting services.

J. Shall provide such  additional  services as DOC may reasonably  require which
are necessary to maintain the health and safety of the client(s)  serviced under
this  contract.  In accepting  this  contract the  Contractor  agrees that their
books, records, documents,  accounting procedures or any other items relevant to
this  contract  are  subject  to  examination  by the other  party and the State
Auditor and Inspector.

K.     The Contractor shall attend and participate in an annual meeting/trhining
session with the Department of Corrections host facility/contract office
staff in order to maximize contract performance.

14

11

Shall ensure a case manager/counselor,  trained by the host facility,  maintains
individual file~  documenting  each clients program goals,  place of employment,
programmatic leaves, and any other significant events.

M.  Shall  ensure  that each  client  budgets  earned  income  according  to the
'Department  of Corrections  policies,  ensures jobs are monitored and that time
credits are submitted monthly on each client in a timely manner.

N.  Shall  provide  all  transportation  of  clients  for  program,  employment,
medical/counseling appointments, emergency leaves, to and from the host facility
and all other activities  except form one Department of Corrections  facility to
another.

0. The Contractor shall require clients to clean their  respective  living areas
to include sweeping, mopping, washing windows, etc: Clients may also be used for
lawn mowing, trash dumping and minor maintenance of the facility.  The intent is
that clients will not be used in lieu of paid workers.

P. Shall provide  information  to DOC staff of the arrest of any employee of the
halfway house. All of the Contractor's employees who perform regular work at the
facility  shall be  finger  printed  and a  background  check  conducted  by the
Oklahoma State Bureau of  Investigation  at the expense of the Contractor.  This
check shall occur when an employee is initially hired or upon the effective date
of this contract if the facility is operating.

At a minimum,  those  Contractors who contract for 20 or more bed spaces per day
shall  enter  into  candidate  status  for  American  Correctional   Association
accreditation  for Standards for Adult  Community  Residential  Services,  Third
Edition,  'Withi&~e  months of the  effective  date of this contract and achieve
accreditation  of the  facility  within  thirty-six  months  of  this  contracVs
effective date. Thereafter,  accreditation shall be continuously  maintained for
the term of this contract and any  extensions  thereof.  Any  contractors  whose
facilities  are so accredited at the effective  date of this contract shall keep
said accreditation  current during the term of this agreement and any extensions
thereof. Failure to comply shall result in termination of this contract.

R~ The facility  shall operate in accordance  with and keep Sections 3, 6, 9 and
12 of the  Department of  Corrections  Operations  Policies  updated as they are
issued by the host facility.

810

S.      The Contractor shall be responsible for the costs of DOC required fbims
(i.e. budgeting, leave itineraries, disciplinary, medical payment
authorizations, etc).

Areas of Performance:

The~'  services  of  the  Contractor   shall  be  performed  under  the  general
administration  of David C. Miller,  Chief of Population  Management  and Fiscal
Operations, Oklahoma Department of Corrections. The Contractor will be inspected
quarterly and audited  annually to ensure the  conditions and services are being
adequately  provided.  Medical  Responsibilities:  Medical  emergency  shall  be
defines as danger or threat of the loss of life or extremity.  Dental  emergency
shall be defines as cute  problems  in the mouth  exhibiting  symptoms  of pain,
swelling, bleeding and/or elevation of temperature.

I

Termination of Convenience:

I

t

4.

A. All medical and/or dental services shall be provided by DOC unless  alternate
services  are  approved  by DOC or such  services  are as a result  of a medical
and/or dental emergency.

i.

ii.

B.      The Contractor shall notify DOC of any medical/dental emergency
immediately after such emergency or within the first working day after
said emergency occurs.

5.      PRIaent for Services:

A.      As consideration for such services as outlines above, DOC agrees to pay
to pay the Contractor the sum of $ 30.50 per inmate per #day, excluding the
day of arrival.

B.      DOC shall not be liable for dnd shall not pay the Contractor for any
expenses not herein expressly provided for.

The contractor  has a minimum  number of 35 inmates that it will accept.  Should
the number of inmates fall below thi~  number-And  remain at that level for more
than 30 days, the Contractor may at his option, waive the minimum number or give
notice of his intent to terminate the contract pursuant to paragraph 6 below.

D.      This contract is for an indefinite number of inmates and days. DOC
makes no representations or guarantee that any number of inmates will be
housed by the Contractor for any amount of time.

 . 6.

Either party may terminate  this  agreement at any time by giving written notice
to the other party of such termination and specifying the effective date thereof
at

1.2 NDCA agrees to deliver  such inmates to the Office of the State Fire Marshal
not later than 8:00  o'clock am.  each  morning and The Office of the State Fire
Marshal agrees to have the inmates So delivered available for return to NDCA not
later than 5:00 O'clock p.m.

THIS  AGREEMENT  made and  entered  into  thi3lidday  of 1~ Ili 9 199~7.  by and
between  the  State of  Oldahoma,  Office  of the  State  Fire  Marshal  add New
DirectIF0-n Centers of America (NDCA).

I

WITNESSETH

WHEREAS, The Office of the State Fire Marshal is in need of a method or means of
transporting  Department  of  Corrections  irunates from NDCA to its location at
4545 N. Lincoln Blvd., Oklahoma City, OK; and,

WHEREAS,  NDCA has the means of transporting  such inmates pursuant to the terms
and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the sums herelilatter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:

Terms and Conditions.

4

NDCA agrees to  transport  not more than  fifteen  (15) inmates From NDCA to the
State Fire Marshal's location and Return On a daily basis.

1.3 The Office of the Stafe Fire  Marshal  will pay to NDCA the sum of $1.50 per
round trip per day for  transporting  the inmates.  Round Trips shall not exceed
two (2) trips per day.

1.4 NDCA will invoice the State Fire Marshal's Office in a form  satisfactory to
the  State  Fire  Marshal's   Office  on  a  monthly  basis  for  the  described
transportation services.

2.      Representations and Warranties.

2,1     The State Fire Marshal's Office  represents and warrants that it has The
        power and authority to enter into this agreement and that this affeement
        is not in violation of any  ordinance,  regulation or statute  governing
        the City. State or its operation.

2.2     The State Fire Marshal's Office represents and warrants that any inmates
        who it will r~quest that NDCA transport will be those who have

I

Nothing herein shall constitute any warranty or representation by NDCA conceming
the abilities,  quality or character of any of the inmates  transported by it as
the parties hereto recognize that NDCA's sole Obligation under this agreement is
for the timely transportation of The designated inmates. 0

        13      A
I .             I , '.  0

2.3

been approved by the Department of Corrections to perfonn services for the State
Fire Marshal's Office pursuant to The State Fire Marshal's Office Agreement with
said Departjnent.

3.      Terms and Termination,

This  Agreement  shall be for a period not ir.  excess of one (1) year and shall
expire unless extended or renewed on the anni- I versary date of its execution.

is Agreement may upon thirty (30) days written notice be
3.2     Th'
Terminated by either party.

4.      Entire Agreement.
4.1 The document shall constitute the entire  agreement  between the Parties and
shall not be modified except in writing.

THE OFFICE OF THE STATE
FIRE MARSHAL -

BY: - qtjtll~--

NEW DIRECTION CENTERS OF AMERICA

BY

I
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I .     I
 .1

TUIS AGREEMENT madeand entered into thiodday of' 1997.

        N

by and between the State of  Oklahoma,  Office of the State Fire i tars-hal  add
New Direction Centers of America (NDCA).

WITNESSETEI

WEDEREAS,  The Office of the State Fire  Marshal is in need of a method or means
of transporting  Department of Corrections irimates from NDCA to its location at
4545 N. Lincoln Blvd., Oklahoma City, OK; and,

WHEREAS,  NDCA has the means of transporting  such inmates pursuant to the terms
and conditions hereinafter set forth.

NOW, THEREFORE,  for and in consideration of the sums hereinafter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:

Terms and Conditions.

1.1 NIDCA aarees to  transport  not more than fifteen (15) inmates From NIDCA to
the State Fire Marshal's location and Re-tum On a daily basis.

1.2 NDCA a-crees to deliver such inmates to the Office of the State Fire Marshal
not later than 8:00 o'clock a-m.  each morning and The Office of the  State'Fire
Marshal  agrees to have the inmates So delivered  available  for return to NTDCA
not later than 5-00 O'clock P.M.

1.3 The Office of the State Fire Marsfial Will pay to NDCA the sum of 5 1.50 per
round trip per day for  transporting  the inmates.  Round Trips shall not exceed
two (2) trips per day.

1.4 NDCA will invoice the State Fire N/farshal's  Office In a form  satisfactory
to the  State  Fire  Marshal's  Office  on a  monthly  basis  for the  described
transportation services.

2.      Representations and Warranties.

,)Il The State Fire  Marshal's  Office  represents  and warrants that it has The
power and authority to enter into this  agreement and that this aareement is not
in violation of any ordinance,  regulation or statute  governing the City. State
or its operation.

The State Fire Marshal's Office  represents and warrants that any i . nmates who
it.will request that NDCA transport will be those who have

 .       ~1
C-)
( I "-)
THE OFFICE OF THE STATE FIRE INLUISHA17

I

~r

been approved by the Department  oCCorrections to perform services for the State
Fire Marshal -s Office pursuant to The State Fire t\vlarshal's  Office Agreement
with said Department.

Nothing  herein  shall  constitute  any  warranty  or   representation  by  NDCA
concerning the abilities, quality or character of any of the inmates transported
by it as the parties  hereto  recognize that NDCA's sole  Obligation  under this
azeement is for the timely transportation of The Isignated inmates.

J.      Terms and Termination.

This  Agreement  shall be for a period not 1r.  excess of one (1) year and shall
expire unless extended or renewed on the anniversary date of its execution.

This Agreement may upon thirty (330) days written notice be Terminated by either
party.

4.      Entire Agreement.
4.1 The document shall constitute the entire a-ozeement  benveen the Parties and
shall not be modified except in writiliz

0

BY:

NEW DIRECTION CENTERS OF AMERICA

BY:

NDCA agrees to deliver  such inmates to the Office of the State Fire Marshal not
later  than 8:00  o'clock  a.m.  each  morning  and The Office of the State Fire
Marshal agrees to have the inmates So delivered available for return to NDCA not
later than 5:00  O'clock  P.M.  The Office of the State Fire Marshal will pay to
NDCA the sum of $1.50 per round trip per day for transporting the inmates. Round
Trips shall not exceed two (2) trips per day.  The State Fire  Marshal's  Office
represents  and warrants  that it has The power and authority to enter into this
agreement  and  that  this  ap-reement  is not in  violation  of any  ordinance,
regulation or statute governing the City. State or its operation.

I
0

i,)

THIS AGREEMENT made and entered into this       day of  .9199 - .
by and between the State of Oklahoma,  Office of the Staie-Pire  Marshal and New
Direction Centers of America (NDCA).

WIT-NESSETH

WHEREAS, The Office of the State Fire Marshal is in need of a method or means of
transporting Department of Corrections inmates from NDCA to its location at 4545
N. Lincoln Blvd., Oklahoma City, OK; and,

WHEREAS, NDCA has the means of transporting,  such inmates pursuant to the terms
and conditions hereinafter set forth.

NOW, THEREFORE,  for and in consideration of the sums hereinafter set forth, the
State Office of the Fire Marshal and NDCA hereby agree as follows:

Terms and Conditions.

1.2

1.3

NDCA agrees to  transport  not more than  fifteen  (15) inmates From NDCA to the
State Fire Marshal's location and Return On a daily basis.

1.4 NDCA will invoice the State Fire Marshal's Office in a form  satisfactory to
the  State  Fire  Marshal's   Office  on  a  monthly  basis  for  the  described
transportation services.

2.      RepresentatignN and Warranties.

2,1

2.2     The State Fire Marshal's Office represents and warrants that any inmates
        who it will request that NDCA transport will be those who have

Nothing  herein  shall  constitute  any  warranty  or   representation  by  NDCA
concerning the abilities, quality or character of any of the inmates transported
by it as the parties  hereto  recognize that NDCA's sole  Obliuation  under this
agreement is for the timely  transportation of The ~esignated  inmates. I I This
Agreement  shall be for a period not in excess of one (1) year and shall  expire
unless extended or renewed on the anni versary date of its execution.

2.3
I"      )
been approved by the Department of Corrections to perform services for the State
Fire Marshal's Office pursuant to The State Fire Marshal's Office Agreement with
said Qepartment.

3.      Terms and Termination.

This  Agreement may upon thirty (30) days written notice be Terminated by either
party.

4.      Entire Agreement.
4 1     The document shall constitute the entire agreement between the
Parties and shall not be modified except in writing.

THE OFFICE OF THE STATE FIRE MARSHAIL

BY:

NEW DIRECTION CENTERS OF ATMERICA

BY:

EXHIBIT D

LICENSES AND PERMITS

Accreditation from American Correctional Asssoication
Certified Alcohol and Drug Abuse Treatment Program
Oklahoma Department of Mental Health and Substance Abuse Services
Oklahoma State Department of Health License

0

Commission On Accreditation For Cuirections

and the
American Correctional Association
awards

 .-DITA

AMERICAN CORRECTIOPM ASSOCIATION to '1 1 1j4v New Direction Founbation, Inc.

A

New Direction Centers of America

0aahoma Cit~, okfafioma

1998-2001
an Muft Communit~ Resiaentict(Service

presented this lotfi -day of August 1998

0WWCR

COfiQISS*N CHAWMAN
,CIRE(~M STA14DARDS ANOILCIMMAILIN

in recognition of the attainment of excellence in the operation of

4

I

Oklagma Slate Department QUental Health &
        Substance Abuse gervices

MF--NTAI- HE    N
A U 1-1 A 11-

        RV I CF-S
SLJ13STANcr- APuysr-.SV-

Certified Alcohol and Drug Abuse,,
Treatment Program

THIS IS TO CERTIFY THAT

NEW DIRECTION CENTERSbF AMERICA

Meets the Standards and Criteria for an Alcohol and Drug Abuse Treatment Program
as prescribed by the Alcohol and Drug Abuse Prevention,  Training, Treatment and
Rehabilitation  Authority as vested in the Oklahoma  State  Department of Mental
Flealth and Substance  Abuse Services by Section 3-415,  Oklahoma  Statutes 43A,
1986.

DMHSAS Certification 499-1138AD
        March, 2002

Expiration Date

A.
Al'

~ I TO.

CertificaUon Numbor 067

Has been approved to provide

SERVICES FOR-DRINKING DRIVEROFFENDERS;:"~

From: QZ/18/98

Administrator.

EXPIRATION DATE 12/u5/99
LICENSE OKLAHOMA STATE DEPARTMENT OF HEALTH     ESTABLISHMENT
        1000 NE 10th Street     NUMBER
        Oklahomn City, OK 73117-1299    55 0016043
ISSUED FOR      (4050) 271-5243
RECEIPT NO.     FEE
042148  $00-ou
LICENSE NOT TRANSFERRABLE
OWNERS/OPEBATORS NAME:
UEW DIRECTION CYR Of AMERICA

if .

 .1.

45 IF   FOOD SERVICE5
NEW DIRECTION CENTER OF AMERIC
3115 N LINCOLN
OKLA CITY               OK 73105

LICENSE~ MUST BE POSTED

DATE ISSUED 12/05/98

ESTABLISHMENT

NEW DIRECTION CENTER OF AMERIG
3115 N LINCOLN
OKLA CITY       UK      73105
11

I       x
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 .       I
; I I :

J.R. Nida, M.D.

STATE COMMISSIONER OF HEALTH

I

Name:   New Direction Centers of America

EXHIBIT E

INTANGIBLES

EXHIBIT F

LIST OF MEMBRS OF NEW DIRECTION CENTERS OF AMERICA, L.L.C. AND
HORIZON LODGES OF AMERICA, INC.

Members of New Direction Centers of America, L.L.C.:

CCI-LLC
P 0 Box 720147
Norman, OK 73072

Fausta Bish
440 N Hill

Hobart, OK73651

Randall Brown
250 Holly Circle
Noble, OK 73068

Calvin Craft
6715 N Prospect

Oklahoma City, OK 73111

R C Cunningham Family Revocable Trust
2680 W 1-40 Service Road

Oklahoma City, OK 73108

Jack Doolittle
5201 SE 58h Place

Oklahoma City, OK 73135

William Francis
6231 NW 63 d Suite F
Oklahoma City, OK 73132

Saquita Frazier
12432 Trail Oak Drive
Oklahaoma City, OK 73120

Robert Graham

829 NW 69"
Oklahoma City, OK 73116

Ashley Properties
1432 SE 24h Street
Norman, OK 73071

Velma Hubbard
3600 N Forest Park Drive
Oklahoma City, OK 73121

Talbot Investment Co
5929 N May
Oklahoma City, OK 73112

I

Exhibit F
Page 2

David Talbot, 111; Talbot Investment Co
5929 N May

Oklahoma City, OK 73112

David Talbot, SR.
2713 Elmhurst
Oklahoma City, OK 73120

Douglas Wall, Attorney at Law
216 E Eufala

Norman, OK 73069

Donita Reeves
417 Dauphin
Edmond, OK 73034

Horizon Lodges of America, Inc.:

Sole Stockholder:
Timothy R Moore
10800 S Timberline Drive
Norman, OK 73071

EXHIBIT "G"

Amendment of Purchase Agreement
Between
ND Acquisition, Inc.
New Direction Centers of America, LLC
Dated March 5, 1998

Date of said agreement is March 3, 1998.  Effective date for accounting purposes
is June 1, 1998.

Liabilities  to be assumed under  section 2.01 (c) are as follows  effective May
31, 1998:

Accounts Payable ........................   $   189,669.35
Accrued Rent ............................   $    14,000.00
Accounts Payable IRS 940 ................   $     1,933.62
Accounts Payable IRS 941 ................   $    31,620.86
Accounts Payable OTC ITW ................   $     4,245.74
Accrued Interest ........................   $     3,113.52
Note Payable First Enterprise 15588 .....   $    25,212.34
Note Payable First Enterprise 15259 .....   $     3,525.15
Note Payable First Enterprise
(Mortgage Horizon Lodges of America, Inc.   $   602,508.28
Note Payable RC Cunningham ..............   $   227,000.00
Note Payable RC Cunningham ..............   $    91,268.71
Note Payable CR, LLC ....................   $     8,000.00
Note Payable Talbot .....................   $     4,090.00

Assumption  of Royalty  agreement  dated April  7,1997.  between  New  Direction
Centers of America, L.L.C. and Hal Ruppert,  Barbara Ruppen, and George Ruppert,
individuals. Accepted this 5th day of March, 1998

ND ACQUISITION, INC.    NEW DIRECTION CENTERS OF AMERICA, L.LC

By      S/                                      By              S/
        R.C. CUNNINGHAM, PRESIDENT     RONNIE M. ALEXANDER, SR., MANAGING PARTER

By              S/

By              S/

1

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