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AMERICA SERVICE GROUP INC.
1999 AMENDED AND RESTATED INCENTIVE STOCK PLAN
STOCK GRANT CERTIFICATE
  AMERICA SERVICE GROUP INC.By: TERMS AND CONDITIONS
 § 1. Plan and Stock Grant Certificate .
 § 2. Stockholder Status .
 § 3. Vesting and Forfeiture .
 a.
    
    Vesting. Subject to § 3(b), Employees interest in the Stock subject
to this Stock Grant shall become nonforfeitable in accordance with Exhibit B.b.
    
    Forfeiture. If the employees employment is terminated for any reason,
except as set forth below, before his or her interest in the shares shall have become
nonforfeitable (as set forth in § 3(a) above), then he or she
shall forfeit all of the shares.




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1.
    
    If there is Change in Control of America
Service Group Inc., the shares shall become fully nonforfeitable
immediately upon the occurrence of the event causing the Change in
Control. For purposes of this Agreement, the term Change in
Control shall have the meaning ascribed to it in Section 2 of the
Plan; provided, however, that if any Employee has a separate
written employment agreement that specifically defines Change in
Control, such definition shall be used for that Employee only.2.
    
    If the Employees employment with the Company
or any of its affiliates, parents or subsidiaries, is terminated
due to the death of the Employee, the shares shall become fully
nonforfeitable upon the date of death.3.
    
    If the Employees employment with the Company
or any of its affiliates, parents or subsidiaries is terminated due
to the Disability of the Employee, the shares shall become fully
nonforfeitable upon such date of termination. For purposes of this
Agreement, the term Disability shall be defined as the Employee
failing to or being unable to perform the duties required of his or
her job because of any physical or mental infirmity, and such
failure or inability shall continue for any six consecutive months;
provided, however that if any Employee has a separate written
employment agreement that specifically defines Disability, such
definition shall be used for that Employee only.4.
    
    If the Employees employment with the Company
or any of its affiliates, parents or subsidiaries is terminated due
to any reason other than as set forth above or other than for a
Termination for Cause, the shares shall become fully
nonforfeitable upon the date of such termination. For purposes of
this Agreement a Cause shall mean: (i) intentional commission of
an act, or failure to act, in a manner which constitutes dishonesty
or fraud or which has a direct material adverse effect on the
Company or any of its affiliates, parents or subsidiaries or their
respective businesses; or (ii) Employees conviction of or a plea
of guilty to any felony or crime involving moral turpitude;
provided, however that if any Employee has a separate written
employment agreement that specifically defines Cause, such
definition shall be used for that Employee only.
 § 4. Stock Certificates .
 2




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Exhibit A
 § 5. Nontransferable .
 § 6. Other Laws .
 § 7. No Right to Continue Service .
 § 8. Governing Law .
 § 9. Binding Effect .
 § 10. Headings and Sections .
 § 11. Tax Withholding .
 3




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Exhibit A
   Signature [Print Name] Date 4