PROXY

CORRECTIONAL SYSTEMS, INC.

Proxy for 2003 Annual Meeting of Shareholders

June 26, 2003

THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Correctional Systems, Inc. (the  "Company") hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders for the 2003 Annual Meeting of Shareholders of the Company on Thursday, June 26, 2003, at 10:00 a.m. C.S.T., at the Crowne Plaza Hotel, 7800 Alpha Road, Dallas, Texas 75240, (972) 233-7600, and hereby revokes all previous proxies and appoints William Garrison and John Forren, or either of them, with full power of substitution, Proxies and Attorneys-in-Fact, on behalf and in the name of the undersigned,  to vote and otherwise represent all of the shares registered  in the  name of the undersigned at said Annual  Meeting, or any adjournment thereof, with the same effect as if the undersigned were present and voting such shares, on the matters and in the manner specified on the reverse side.

1.  Election of Directors:

         |_|     FOR all the nominees listed below (except as indicated).

         |_|     WITHHOLD authority to vote for all nominees listed below.

If you wish to withhold authority to vote for any individual nominee, strike a

line through that nominee's name in the list below:

                William Garrison, John Forren, Gary Maynard, James Macdonald, James Chapman

In their discretion, the Proxies are entitled to vote upon such other matters as may properly come before the Annual Meeting or any adjournments thereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ABOVE NOMINEES AND PROPOSALS, AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM ADVISABLE.

I plan to attend the meeting.      |_|

                                      Dated_____________________________, 2003

                                      Signature:

                                      Print Name:

(This proxy should be marked, dated and signed by each shareholder exactly as such stockholder's name appears hereon, and returned promptly in the enclosed envelope.  Persons signing in a fiduciary capacity should so indicate.  A corporation is requested to sign its name by its President or other authorized officer, with the office held designated.  If shares are held by joint tenants or as community property, both holders should sign.)

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE TO:

Correctional Systems, Inc.

7805 Arjons Drive, Suite A

San Diego, CA 92126

ATTN: PROXY SERVICES