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                AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

                                       OF

                           AMERICA SERVICE GROUP INC.


         1. Purpose. America Service Group Inc., a Delaware corporation (the
"Company"), hereby adopts this Employee Stock Purchase Plan (the "Plan"). The
purpose of the Plan is to provide an opportunity for the employees of the
Company and any designated subsidiaries to purchase shares of Common Stock
("Common Stock") of the Company through voluntary automatic payroll deductions,
thereby attracting, retaining and rewarding such persons and strengthening the
mutuality of interest between such persons and the Company's stockholders.

         2. Shares Subject to Plan. An aggregate of 500,000 shares (the
"Shares") of Common Stock of the Company may be sold pursuant to the Plan. Such
Shares may be authorized but unissued shares, treasury shares or shares
purchased in the open market. If there is any change in the outstanding shares
of Common Stock by reason of a stock dividend or distribution, stock split,
recapitalization, combination or exchange of shares, or a merger, consolidation
or other corporate reorganization in which the Company is the surviving
corporation, the number of Shares available for sale shall be equitably adjusted
by the Committee appointed to administer the Plan to give proper effect to such
change.

         3. Administration. The Plan shall be administered by a committee (the
"Committee") which shall be the Incentive Stock Committee of the Board of
Directors or another committee consisting of not less than two directors of the
Company appointed by the Board of Directors, all of whom shall qualify as
Non-Employee Directors within the meaning of Securities and Exchange Commission
Regulation Section 240.16b-3(b)(3) or any successor regulation. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make such determinations and interpretations and to take such action in
connection with the Plan and any Shares made available hereunder as it deems
necessary or advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and their legal
representatives. No member of the Board, no member of the Committee and no
employee of the Company shall be liable for any act or failure to act hereunder,
by any other member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or, except in
circumstances involving his or her bad faith, gross negligence or fraud, for any
act or failure to act by the member or employee.

         4. Eligibility. All regular employees of the Company, and of each
qualified subsidiary of the Company designated for participation by the Board of
Directors, other than:

                  (a)      employees whose customary employment is 20 hours or
                           less per week; and

                  (b)      employees whose customary employment is for not more
                           than 5 months per year





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shall be eligible to participate in the Plan. For the purpose of this Plan, the
term "qualified subsidiary" means any subsidiary, 50% or more of the total
combined voting power of all classes of stock in which is now owned or hereafter
acquired by the Company or any such qualified subsidiary.

         5. Participation. An eligible employee may elect to participate in the
Plan as of any "Enrollment Date." Enrollment Dates shall occur on the first day
of an Offering Period (as defined in paragraph 8). Any such election shall be
made by completing and forwarding to the Company an enrollment and payroll
deduction authorization form prior to such Enrollment Date, authorizing payroll
deductions in such amount as the employee may request but in no event less than
the minimum nor more than the maximum amount as the Committee shall determine. A
participating employee may increase or decrease his payroll deductions as of any
subsequent Enrollment Date by completing and forwarding to the Company a revised
payroll deduction authorization form; provided, that changes in payroll
deductions shall not be permitted to the extent that they would result in total
payroll deductions below the minimum or above the maximum amount specified by
the Committee. An eligible employee may not initiate, increase or decrease
payroll deductions as of any date other than an Enrollment Date except by
withdrawing from the Plan as provided in paragraph 7.

         6. Payroll Deduction Accounts. The Company shall establish on its books
and records a "Payroll Deduction Account" for each participating employee, and
shall credit all payroll deductions made on behalf of each employee pursuant to
paragraph 5 to his or her Payroll Deduction Account. No interest shall be
credited to any Payroll Deduction Account.

         7. Withdrawals. An employee may withdraw from an Offering Period at any
time by completing and forwarding a written notice to the Company. Upon receipt
of such notice, payroll deductions on behalf of the employee shall be
discontinued commencing with the immediately following payroll period. Amounts
credited to the Payroll Deduction Account of any employee who withdraws shall be
refunded to the employee as soon as practicable after the withdrawal.

         8. Offering Periods. The Plan shall be implemented by consecutive
six-month Offering Periods with a new Offering Period commencing on the first
trading day on or after the first day of each January and July during the term
of the Plan, or on such other date as the Committee shall determine, and
continuing thereafter to the end of such period, subject to termination in
accordance with paragraph 17 hereof. The first Offering Period hereunder shall
commence on July 1, 1996. "Trading day" shall mean a day on which the NASDAQ
National Market System is open for trading. The Committee shall have the power
to change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings. The last trading day of each Offering
Period prior to the termination of the Plan (or such other trading date as the
Committee shall determine) shall constitute the purchase dates (the "Share
Purchase Dates") on which each employee for whom a Payroll Deduction Account has
been maintained shall purchase the number of Shares determined under paragraph
9(a). Notwithstanding the foregoing, the Company shall not permit the exercise
of any right to purchase Shares:

                  (a)      to an employee who, immediately after the right is
                           granted, would own shares possessing 5% or more of
                           the total combined voting power or value of all
                           classes of stock of the Company or any subsidiary; or





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                  (b)      which would permit an employee's rights to purchase
                           shares under this Plan, or under any other qualified
                           employee stock purchase plan maintained by the
                           Company or any subsidiary, to accrue at a rate in
                           excess of $25,000 in fair market value for each
                           calendar year.

For the purposes of subparagraph (a), the provisions of Section 424(d) of the
Internal Revenue Code shall apply in determining the stock ownership of an
employee, and the shares which an employee may purchase under outstanding rights
or options shall be treated as shares owned by the employee.

         9.       Purchase of Shares.

                  (a)      Subject to the limitations set forth in paragraphs 7
                           and 8, each employee participating in an offering
                           shall purchase as many whole Shares (plus any
                           fractional interest in a Share) as may be purchased
                           with the amounts credited to his or her Payroll
                           Deduction Account seven days prior to the Share
                           Purchase Date (or such other date as the Committee
                           shall determine) (the "'Cutoff Date"). Employees may
                           purchase Shares only through payroll deductions, and
                           cash contributions shall not be permitted.

                  (b)      The "Purchase Price" for Shares purchased under the
                           Plan shall be not less than the lesser of (i) an
                           amount equal to 85% of the closing price of shares of
                           the Common Stock on the first day of the Offering
                           Period or (ii) an amount equal to 85% of the closing
                           price of shares of the Common Stock on the Share
                           Purchase Date. For these purposes, the closing price
                           shall be as reported on the NASDAQ National Market
                           System in the Wall Street Journal. The Committee
                           shall have the authority to establish a different
                           Purchase Price as long as any such Purchase Price
                           complies with the provisions of Section 423 of the
                           Code.

                  (c)      On each Share Purchase Date, the amount credited to
                           each participating employee's Payroll Deduction
                           Account as of the immediately preceding Cutoff Date
                           shall be applied to purchase as many whole Shares
                           (plus any fractional interest in a Share) as may be
                           purchased with such amount at the applicable Purchase
                           Price. Any amount remaining in an employee's Payroll
                           Deduction Account as of the relevant Cutoff Date in
                           excess of the amount that may properly be applied to
                           the purchase of Shares shall be refunded to the
                           employee as soon as practicable.

         10. Brokerage Accounts or Plan Share Accounts. By enrolling in the
Plan, each participating employee shall be deemed to have authorized the
establishment of a brokerage account on his or her behalf at a securities
brokerage firm selected by the Committee. Alternatively, the Committee may
provide for Plan share accounts for each participating employee to be
established by the Company or by an outside entity selected by the Committee
which is not a brokerage firm. Shares purchased by an employee pursuant to the
Plan shall be held in the employee's brokerage or Plan share account ("Plan
Share Account") in his or her name, or if the employee so indicates on his or
her payroll deduction authorization form, in the employee's name jointly with a
member of the employee's family, with right of survivorship.






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         11. Rights as Stockholder. An employee shall have no stockholder rights
with respect to Shares subject to any purchase rights granted under this Plan
until payment for such Shares has been completed at the close of business on the
relevant Share Purchase Date.

         12. Certificates. Certificates for Shares purchased under the Plan will
not be issued automatically. However, certificates for whole Shares purchased
shall be issued as soon as practicable following an employee's written request.
The Company may make a reasonable charge for the issuance of such certificates.
Fractional interests in Shares shall be carried forward in an employee's Plan
Share Account until they equal one whole Share or until the termination of the
employee's participation in the Plan, in which event an amount in cash equal to
the value of such fractional interest shall be paid to the employee in cash.

         13. Termination of Employment. If a participating employee's employment
is terminated for any reason, if an employee dies, if an employee becomes
disabled or if an employee otherwise ceases to be eligible to participate in the
Plan, payroll deductions on behalf of the employee shall be discontinued and any
amounts then credited to the employee's Payroll Deduction Account shall be
refunded as soon as practicable.

         14. Rights Not Transferable. Rights granted under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during an employee's lifetime only
by the employee.

         15. Employment Rights. Neither participation in the Plan, nor the
exercise of any right granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or any subsidiary.
Participation in the Plan does not limit the right of the Company or any
subsidiary to terminate a participating employee's employment at any time or
give to an employee any right to remain employed by the Company or any
subsidiary in any particular position or at any particular rate of remuneration.

         16. Application of Funds. All funds received by the Company for Shares
sold by the Company on any Share Purchase Date pursuant to this Plan may be used
for any corporate purpose.

         17. Amendments and Termination. The Board of Directors may amend the
Plan at any time, provided that no such amendment shall be effective unless
approved within 12 months after the date of the adoption of such amendment by
stockholder vote if stockholder approval is required for the Plan to continue to
comply with the requirements of Securities and Exchange Commission Regulation
ss. 240.16b 3 or Section 423 of the Internal Revenue Code. The Board of
Directors may suspend the Plan or discontinue the Plan at any time. Upon
termination of the Plan, all payroll deductions shall cease and all amounts then
credited to the participating employees' Payroll Deduction Accounts shall be
equitably applied to the purchase of whole Shares then available for sale, and
any remaining amounts shall be promptly refunded to the participating employees.

         18. Applicable Laws. This Plan, and all rights granted hereunder, are
intended to meet the requirements of an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code, as from time to time amended, and the
Plan shall be construed and interpreted to accomplish this intent. Sales of
Shares under the Plan are subject to, and shall be accomplished only in
accordance with, the requirements of all applicable securities and other laws.






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         19. Expenses. Except to the extent provided in paragraph 12, all
expenses of administering the Plan, including expenses incurred in connection
with the purchase of Shares in the open market for sale to participating
employees, shall be borne by the Company and its subsidiaries.

         20. Stockholder Approval. The Plan was adopted by the Board of
Directors on April 1, 1996, subject to stockholder approval. The Plan and any
action taken hereunder shall be null and void if stockholder approval is not
obtained at the next annual meeting of stockholders.




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