FEDERAL PRISON INDUSTRIES, INC.

BOARD OF DIRECTORS

May 13, 1999

Current Members Include:

Joseph X. Aragon - Retailers/Consumers
Chairman of the Board

Joseph Aragon of Colorado founded and continues to serve as President and Chief Executive Officer of ProServ Corporation, a support services management company. His company has been recognized for outstanding achievement by the U.S. Small Business Administration's Region V11I Office, Inc. Magazine and Hispanic Business Magazine. Prior to founding ProServ Mr. Aragon was the Director of the U.S. Bureau of Prisons Academy for food service programs in correctional institutions. He earned a B. S. in Management from Florida State University in 1978. Mr. Aragon was appointed to the Board August 8, 1994 and was elected Chairman in may, 1995.

Stephen R. Colgate - Attorney General

Mr. Colgate has been serving as Assistant Attorney General f or Administration since 1992, and represents the Attorney General with respect to Board matters. He received an M.P.A. in Public Finance from the American University in 1976, and a BS from the University of Arizona in 1975. Mr. Colgate was appointed to the Board August 8, 1994.

Susan Albert Loewenberg - Industry

Ms. Loewenberg has been in the communications industry since 1974. Throughout her professional career she has been involved with correctional issues at the local, state and federal levels and has developed various innovative programs, focusing on communications and educational training in many federal institutions, nationwide, and state prison systems in California.

Currently, she oversees a project for at risk youth in partnership with the Los Angeles County Juvenile Court Schools.

Ms. Loewenberg is a former Advisory Board member of the American Correctional Association and has served on the Task Force for Loyola Marymount University. She received her BA from Sarah Lawrence College, with additional. graduate study at the University of Southern California, Los Angeles. Ms. Loewenberg was appointed to the Board April 28, 1995.

Todd A. Weiler - Sect'y, of Defense

Mr. Weiler was appointed to the Board January 30, 1996 and is the Deputy Assistant Secretary of the Army for Reserve affairs, Mobilization, Readiness and Training. Previously, he served as the White House Liaison for the Secretary of Defense, until July, 1993.

Mr. Weiler served in the United States Army, working as an army

aviation officer and attack helicopter pilot-in-command from 1987 until 1991, and is a decorated combat veteran of Operation Desert Shield/Storm. Mr. Weiler, who is from Texas, earned a BA from Texas Christian University, Fort Worth, in 1987.

Richard G. Womack - Labor

Mr. Womack was appointed to the Board January 30, 1996 and is the current director of the AFL-CIO Department of Civil Rights, a position he assumed in 1986. In this capacity, Mr. Womack is the primary spokesperson for the AFL-CIO on a broad range of social issues involving worker, human and civil rights. Previously, he was Assistant Director of the AFL-CIO Human Resources Development Institute. Mr. Womack is a member of the NAACP's Board of Directors, and chairs its National Board of Director's Labor Committee and the Board of the National Coalition on Black Voter Participation. In addition, he is the Acting Executive Director of the Leadership Conference on Civil Rights. Mr. Womack is from Maryland,