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                                                                   Exhibit 10.2


                              AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is entered into effective the 4th day of November 2004 by and
between The GEO Group, Inc. (the "Company") and Wayne H. Calabrese (the
"Executive" and, together with the Company, the "Parties").

         WHEREAS, the Executive and the Company have previously entered into an
Executive Employment Agreement, dated March 7, 2002 (the "Prior Employment
Agreement"), and an Executive Retirement Agreement, dated March 7, 2002 (as
amended by the Amended Executive Retirement Agreement, dated January 17, 2003,
the "Amended Retirement Agreement"), which set forth the Parties' rights and
obligations with respect to the Executive's employment with the Company and
retirement benefits, respectively;

         WHEREAS, the Executive is scheduled to turn age 55 on November 5, 2005,
upon which date he is eligible to retire from the Company and receive the
benefits provided for under the terms of the Amended Retirement Agreement;

         WHEREAS, the Executive and the Company wish to amend and restate the
Prior Employment Agreement to facilitate the continued employment of the
Executive as Vice Chairman, President & Chief Operating Officer of the Company
under restructured terms and conditions that will provide the Executive with
additional incentive to remain in the employ of the Company by, among other
things, increasing the amount of the Annual Incentive Bonus (as defined below)
which the Executive is eligible to receive during the term of his employment
with the Company; and

         WHEREAS, the terms of this Agreement have been reviewed and approved by
the members of the Compensation Committee of the Board of Directors of the
Company (the "Board") and the independent directors of the Board, respectively,
with the assistance of their own separate legal, financial and other advisers;

         NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other valuable consideration the receipt and adequacy
of which is hereby acknowledged, the Parties hereby agree as follows:

1.       POSITION AND DUTIES. The Company hereby agrees to continue to employ
         the Executive and the Executive hereby accepts continued employment and
         agrees to continue to serve as Vice Chairman, President & Chief
         Operating Officer of the Company. The Executive will perform all duties
         and responsibilities and will have all authority inherent in the
         position of Vice Chairman, President & Chief Operating Officer.

2.       TERM OF AGREEMENT AND EMPLOYMENT. The term of the Executive's
         employment under this Agreement will be for an initial period of three
         (3) years, beginning on the effective date of this Agreement, and
         terminating three years thereafter. The term of employment under this
         Agreement will be automatically extended by one day every day such that
         it has a continuous "rolling" three-year term, unless otherwise
         terminated pursuant to Section 7 of this Agreement.

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3.       DEFINITIONS.

         A.       CAUSE. For purposes of this Agreement, "Cause" for the
                  termination of the Executive's employment hereunder shall be
                  deemed to exist if, in the reasonable judgment of the
                  Company's Board of Directors: (i) the Employee commits fraud,
                  theft or embezzlement against the Company; (ii) the Employee
                  commits a felony or a crime involving moral turpitude; (iii)
                  the Employee breaches any non-competition, confidentiality or
                  non-solicitation agreement with the Company or any subsidiary
                  or affiliate thereof; (iv) the Employee breaches any of the
                  terms of this Agreement and fails to cure such breach within
                  30 days after the receipt of written notice of such breach
                  from the Company; or (v) the Employee engages in gross
                  negligence or willful misconduct that causes harm to the
                  business and operations of the Company or a subsidiary or
                  affiliate thereof.

         B.       GOOD REASON. Termination by the Executive of his employment
                  for "Good Reason" shall mean a termination by the Executive
                  upon:

                  (i) A material reduction in the Executive's title or
                  responsibilities;

                  (ii) Any reduction in the Executive's Annual Base Salary (as
                  defined below) or Annual Incentive Bonus;

                  (iii) A diminution in the Executive's eligibility to
                  participate in bonus, stock options, incentive awards and
                  other compensation plans or a diminution in the Executive's
                  Benefits (as defined below); or

                  (iv) A change in the location of the Executive's principal
                  place of employment by the Company of more than 50 miles from
                  the location at which he was principally employed.

4.       COMPENSATION.

         A.       ANNUAL BASE SALARY. Executive shall be paid his current annual
                  base salary of $525,000.00 for the remainder of calendar year
                  2004 (as such may be amended from time to time, the "Annual
                  Base Salary"). The Company shall increase the Annual Base
                  Salary paid to the Executive by applying a cost of living
                  increase to be determined by the Board of Directors, such
                  increase to be made effective the 1st day of January of each
                  year of the employment term. However, under no circumstances
                  shall the cost of living increase be less than 5% per annum.
                  The Annual Base Salary shall be payable at such regular times
                  and intervals as the Company customarily pays its Executives
                  from time to time.

         B.       ANNUAL INCENTIVE BONUS. For each fiscal year of employment
                  during which the Company employs the Executive, the Executive
                  shall be entitled to receive a target annual incentive bonus
                  in accordance with the Senior Management Incentive Plan
                  established by the Board of Directors for determining the
                  Executive's annual bonus (the "Annual Incentive Bonus"), such
                  Annual Incentive Bonus to be paid effective the 1st day of
                  January of each year of the employment term with respect to
                  the immediately preceding year.




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5.       EXECUTIVE BENEFITS. The Executive will be entitled to four weeks of
         vacation per fiscal year. The Executive, the Executive's spouse, and
         qualifying members of the Executive's family will be eligible for and
         will participate in, without action by the Board of Directors of the
         Company or any committee thereof, any benefits and perquisites
         available to executive officers of the Company, including any group
         health, dental, life insurance, disability, or other form of Executive
         benefit plan or program of the Company now existing or that may be
         later adopted by the Company (collectively, the "Executive Benefits").

6.       DEATH OR DISABILITY. The Executive's employment will terminate
         immediately upon the Executive's death. If the Executive becomes
         physically or mentally disabled so as to become unable for a period of
         more than five consecutive months or for shorter periods aggregating at
         least five months during any twelve month period to perform the
         Executive's duties hereunder on a substantially full-time basis, the
         Executive's employment will terminate as of the end of such five-month
         or twelve-month period and this shall be considered a "disability"
         under this Agreement. Such termination shall not affect the Executive's
         benefits under the Company's disability insurance program, if any, then
         in effect.

7.       TERMINATION. Either the Executive or the Company may terminate the
         Executive's employment under this Agreement for any reason upon not
         less than thirty (30) days written notice.

         A.       TERMINATION OF EMPLOYMENT OTHER THAN BY RESIGNATION OF
                  EXECUTIVE OR TERMINATION FOR CAUSE. Upon the termination of
                  the Executive's employment under this Agreement for any reason
                  (including termination of employment by the Executive for Good
                  Reason, termination of employment by the Company without
                  Cause, or the death or disability of the Executive) other than
                  by the resignation of Executive without Good Reason or a
                  termination by the Company for Cause, the following shall
                  apply:

                  (i) TERMINATION PAYMENT. The Executive shall be entitled to
                  and paid a termination payment (the "Termination Payment")
                  equal to two years' Annual Base Salary and target level Annual
                  Incentive Bonus as set forth in Section 4 based upon the then
                  current salary level, together with any Equalization Payment
                  required to be paid in accordance with Section 7(A)(iv). The
                  Termination Payment and the Equalization Payment shall be made
                  within 10 days of any termination pursuant to this Section
                  7(A).

                  (ii) TERMINATION BENEFITS. The Company shall continue to
                  provide the Executive (and if applicable, his beneficiaries)
                  with the Executive Benefits (as described in Section 5), at no
                  cost to the Executive in no less than the same amount and, on
                  the same terms and conditions as in effect on the date on
                  which the termination of employment occurs for a period of 10
                  years after the date of termination of the Executive's
                  employment with the Company, or, alternatively, if the
                  Executive (or his estate) elects at any time in a written
                  notice delivered to the Company to waive any particular
                  Executive Benefits, the Company shall make a



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                  cash payment to the Executive within 10 days after receipt of
                  such election in an amount equal to the present value of the
                  Company's cost of providing such Executive Benefits from the
                  date of such election to the end of the foregoing 10 year
                  period, and such present value shall be determined by
                  reference to the Company's then-current cost levels and a
                  discount rate equal to 120 percent of the short-term
                  applicable Federal rate provided for in Section 1274(d) of the
                  Internal Revenue Code (the "Code") for the month in which the
                  Termination occurs. In addition, the Company shall pay to the
                  Executive, within 10 days after said termination, an amount
                  equal to the sum of (a) the dollar value of vacation time that
                  would have been credited to the Executive pursuant to the
                  Company's Vacation Policy (the "Vacation Policy") if the
                  Executive had remained employed by the Company through the
                  "Anniversary Date" (as defined in the Vacation Policy)
                  immediately following his termination of employment,
                  multiplied by a fraction, the numerator of which is the number
                  of days which elapsed from the Executive's Anniversary Date
                  immediately preceding the date of termination through the date
                  of such termination, and the denominator of which is 365, plus
                  (b) the dollar value of vacation time which the Executive was
                  entitled to have taken immediately prior to the Executive's
                  termination, which was not in fact taken by the Executive; the
                  dollar value of vacation time referred to above shall be equal
                  to the amount which would have been paid to the Executive by
                  the Company during such vacation time had the vacation time in
                  fact been taken by the Executive immediately prior to the
                  Executive's termination. If the Executive dies during the
                  10-year period following the termination of this Agreement for
                  any reason (including termination of employment by the
                  Executive for Good Reason, or the death or disability of
                  Executive) other than by the resignation of Executive without
                  Good Reason or a termination by the Company for Cause, the
                  Company shall provide the Executive Benefits, to the extent
                  applicable, to the Executive's estate, or make any applicable
                  cash payments in lieu thereof to said estate. The Executive
                  shall be deemed to be employed by the Company if the Executive
                  is employed by the Company or any subsidiary of the Company in
                  which the Company owns a majority of the subsidiary's voting
                  securities;

                  (iii) TERMINATION AUTOMOBILE. The Company shall transfer all
                  of its interest in any automobile used by the Executive
                  pursuant to the Company's Executive Automobile Policy (the
                  "Executive Automobile Policy") and shall pay the balance of
                  any outstanding loans or leases on such automobile (whether
                  such obligations are those of the Executive or the Company) so
                  that the Executive owns the automobile outright (in the event
                  such automobile is leased, the Company shall pay the residual
                  cost of such lease).

                  (iv) EQUALIZATION PAYMENTS. If any of the Termination Payment
                  will be subject to the tax (the "Excise Tax") imposed by
                  Section 4999 of the Internal Revenue Code of 1986, as amended
                  (the "Code") (or any similar tax that may hereafter be
                  imposed), the Company shall pay to the Executive in cash
                  additional amounts (the "Gross-Up Payments") such that the net
                  amount retained by the Executive after deduction from the
                  Termination Payment and the Gross-Up Payments of any Excise
                  Tax imposed upon the Termination Payment and any federal,
                  state and



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                  local income tax and Excise Tax and any other tax imposed upon
                  the Gross-Up Payments shall be equal to the original amount of
                  the Termination Payment, prior to deduction of any Excise Tax
                  imposed with respect to the Termination Payment. The Gross-Up
                  Payments are intended to place the Executive in the same
                  economic position he would have been in if the Excise Tax did
                  not apply. The Gross-Up Payments shall be paid to the
                  Executive at the earlier of the time that the Termination
                  Payment is paid to the Executive, or the time when any Excise
                  Tax relating to said Termination Payment becomes due and
                  payable. For purposes of determining the Gross-Up Payments
                  pursuant to this Section 3.B.(i), the Termination Payment
                  shall also include any other amounts which would be considered
                  "Parachute Payments" (within the meaning of Section 280G(b)(2)
                  of the Code) to the Executive, including, but not limited to,
                  the value of any Executive Benefits and Retirement Payments
                  made pursuant to the terms of the Amended Retirement Agreement
                  to the extent provided for by Code Section 280G and final,
                  temporary or proposed regulations thereunder, and Gross-Up
                  Payments relating to said amounts shall be paid to the
                  Executive at the earlier of the time that said amounts are
                  paid to the Executive, or the time when any Excise Tax
                  relating to said amounts becomes due and payable.

                  (v) TAX RATES. For purposes of determining the amount of the
                  Gross-Up Payment, the Executive shall be deemed to pay Federal
                  income taxes at the highest marginal rate of Federal income
                  taxation in the calendar year in which the Gross-Up Payment is
                  to be made, and state and local income taxes at the highest
                  marginal rate of taxation in the state and locality of the
                  Executive's residence on the date of termination, net of the
                  maximum reduction in Federal income taxes which could be
                  obtained from deduction of such state and local taxes.

                  (vi) TAX CALCULATION. Simultaneously with the Company's
                  payment of the Termination Payment, the Company shall deliver
                  to the Executive a written statement specifying the total
                  amount of the Termination Payment and the Gross-Up Payment,
                  together with all supporting calculations. If the Executive
                  disagrees with the Company's calculation of either of said
                  payments, the Executive shall submit to the Company, no later
                  than 30 days after receipt of the Company's calculations, a
                  written notice advising the Company of the disagreement and
                  setting forth his calculation of said payments. The
                  Executive's failure to submit such notice within such period
                  shall be conclusively deemed to be an agreement by the
                  Executive as to the amount of the Termination Payment and the
                  Gross-Up Payment. If the Company agrees with the Executive's
                  calculations, it shall pay any shortfall to the Executive
                  within 20 days after receipt of such a notice form the
                  Executive, together with interest thereon accruing at the rate
                  of 18 percent per annum, compounded monthly, from the original
                  due date of the Termination Payment through the actual date of
                  payment of said shortfall. If the Company does not agree with
                  the Executive's calculations, it shall provide the Executive
                  with a written notice within 20 days after the receipt of the
                  Executive's calculations advising the Executive that the
                  disagreement is to be referred to an independent accounting
                  firm for resolution. Such disagreement shall be referred to an
                  independent "Big 4" accounting firm which is not the regular
                  accounting



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                  firm of the Company and which is agreed to by the Company and
                  the Executive within 10 days after issuance of the Company's
                  notice of disagreement (if the Parties cannot agree on the
                  identity of the accounting firm which is to resolve the
                  dispute, the accounting firm shall be selected by means of a
                  coin toss conducted in Palm Beach County, Florida by counsel
                  to the Executive on the first business day after such 10 day
                  period in such a manner as such counsel may specify). The
                  accounting firm shall review all information provided to it by
                  the Parties and submit a written report setting forth its
                  calculation of the Termination Payment and the Gross-Up
                  Payment within 15 days after submission of the matter to it,
                  and such decision shall be final and binding on all of the
                  Parties. The fees and expenses charged by said accounting firm
                  shall be paid by the Company. If the amount of the Termination
                  Payment or Gross-Up Payment actually paid by the Company was
                  less than the amount calculated by the accounting firm, the
                  Company shall pay the shortfall to the Executive within 5 days
                  after the accounting firm submits its written report, together
                  with interest thereon accruing at the rate of 18 percent per
                  annum, compounded monthly, from the original due date of the
                  Termination Payment through the actual date of payment of said
                  shortfall.

                  (vii) SUBSEQUENT RECALCULATION. In the event the Internal
                  Revenue Service imposes an Excise Tax with respect to the
                  Termination Payment that is greater than the Excise Tax
                  calculated hereunder, the Company shall reimburse the
                  Executive for the full amount necessary to made the Executive
                  whole in accordance with the principles set forth above,
                  including any interest and penalties which may be imposed.

                  (viii) INTEREST ON UNPAID TERMINATION PAYMENT. In the event
                  that the Company does not pay the Termination Payment by the
                  due dates specified in this Agreement, then any unpaid amount
                  shall bear interest at the rate of 18 percent per annum,
                  compounded monthly, until it is paid.

         B.       TERMINATION OF EMPLOYMENT BY RESIGNATION OF EXECUTIVE OR BY
                  THE COMPANY WITH CAUSE. Upon the termination of the
                  Executive's employment by the resignation of the Executive
                  without Good Reason or by the Company with Cause, the
                  Executive shall be due no further compensation under this
                  Agreement related to Annual Base Salary, Annual Incentive
                  Bonus, Executive Benefits, or Termination Payment than what is
                  due and owing through the effective date of Executive's
                  resignation. Termination of the Executive's employment under
                  this Agreement for any reason (whether by the resignation of
                  the Executive with or without Good Reason or by the
                  termination of the Company with or without Cause) shall not
                  affect Executive's rights under the Amended Retirement
                  Agreement.





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8.       RESTRICTIVE COVENANTS.

         A.       GENERAL. The Company and the Executive hereby acknowledge and
                  agree that (i) the Executive is in possession of trade secrets
                  (as defined in Section 688.002(4) of the Florida Statutes) of
                  the Company (the "Trade Secrets"), (ii) the restrictive
                  covenants contained in this Section 8 are justified by
                  legitimate business interests of the Company, including, but
                  not limited to, the protection of the Trade Secrets, in
                  accordance with Section 542.335(1)(e) of the Florida Statutes,
                  and (iii) the restrictive covenants contained in this Section
                  8 are reasonably necessary to protect such legitimate business
                  interests of the Company.

         B.       NON-COMPETITION. During the period of the Executive's
                  employment with the Company and until three years after the
                  termination of the Executive's employment with the Company,
                  the Executive will not, directly or indirectly, on the
                  Executive's own behalf or as a partner, officer, director,
                  trustee, executive, agent, consultant or member of any person,
                  firm or corporation, or otherwise, enter into the employ of,
                  render any service to, or engage in any business or activity
                  which is the same as or competitive with any business or
                  activity conducted by Company or any of its majority-owned
                  subsidiaries; provided, however, that the foregoing shall not
                  be deemed to prevent the Executive from investing in
                  securities of any company having a class of securities which
                  is publicly traded, so long as through such investment
                  holdings in the aggregate, the Executive is not deemed to be
                  the beneficial owner of more than 5% of the class of
                  securities that are so publicly traded. During the period of
                  the Executive's employment and until three years after the
                  termination of the Executive's employment, the Executive will
                  not, directly or indirectly, on the Executive's own behalf or
                  as a partner, shareholder, officer, executive, director,
                  trustee, agent, consultant or member of any person, firm or
                  corporation or otherwise, seek to employ or otherwise seek the
                  services of any executive of Company or any of its majority
                  owned subsidiaries.

         C.       CONFIDENTIALITY. During and following the period of the
                  Executive's employment with the Company, the Executive will
                  not use for the Executive's own benefit or for the benefit of
                  others, or divulge to others, any information, Trade Secrets,
                  knowledge or data of a secret or confidential nature and
                  otherwise not available to members of the general public that
                  concerns the business or affairs of the Company or its
                  affiliates and which was acquired by the Executive at any time
                  prior to or during the term of the Executive's employment with
                  the Company, except with the specific prior written consent of
                  the Company.

         D.       WORK PRODUCT. The Executive agrees that all programs,
                  inventions, innovations, improvements, developments, methods,
                  designs, analyses, reports and all similar or related
                  information which relate to the business of the Company and
                  its affiliates, actual or anticipated, or to any actual or
                  anticipated research and development conducted in connection
                  with the business of the Company and its affiliates, and all
                  existing or future products or services, which are conceived,
                  developed or made by the Executive (alone or with others)
                  during the term of this



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                  Agreement ("Work Product") belong to the Company. The
                  Executive will cooperate fully in the establishment and
                  maintenance of all rights of the Company and its affiliates in
                  such Work Product. The provisions of this Section 8(C) will
                  survive termination of this Agreement indefinitely to the
                  extent necessary to require actions to be taken by the
                  Executive after the termination of the Agreement with respect
                  to Work Product created during the term of this Agreement.

         E.       ENFORCEMENT. The parties agree and acknowledge that the
                  restrictions contained in this Section 8 are reasonable in
                  scope and duration and are necessary to protect the Company or
                  any of its subsidiaries or affiliates. If any covenant or
                  agreement contained in this Section 8 is found by a court
                  having jurisdiction to be unreasonable in duration,
                  geographical scope or character of restriction, the covenant
                  or agreement will not be rendered unenforceable thereby but
                  rather the duration, geographical scope or character of
                  restriction of such covenant or agreement will be reduced or
                  modified with retroactive effect to make such covenant or
                  agreement reasonable, and such covenant or agreement will be
                  enforced as so modified. The Employee agrees and acknowledges
                  that the breach of this Section 8 will cause irreparable
                  injury to the Company or any of its subsidiaries or affiliates
                  and upon the breach of any provision of this Section 8, the
                  Company or any of its subsidiaries or affiliates shall be
                  entitled to injunctive relief, specific performance or other
                  equitable relief, without being required to post a bond;
                  provided, however, that, this shall in no way limit any other
                  remedies which the Company or any of its subsidiaries or
                  affiliates may have (including, without limitation, the right
                  to seek monetary damages). In the event of any conflict
                  between the provisions of this Section 8 and Section 7 of the
                  Amended Retirement Agreement, the provisions of this Section 8
                  shall prevail.

9.       REPRESENTATIONS. Executive hereby represents and warrants to the
         Company that (i) the execution, delivery and full performance of this
         Agreement by the Executive does not and will not conflict with, breach,
         violate or cause a default under any agreement, contract or instrument
         to which the Executive is a party or any judgment, order or decree to
         which the Executive is subject; (ii) the Executive is not a party or
         bound by any employment agreement, consulting agreement, agreement not
         to compete, confidentiality agreement or similar agreement with any
         other person or entity; and (iii) upon the execution and delivery of
         this Agreement by the Company, this Agreement will be the Executive's
         valid and binding obligation, enforceable in accordance with its terms.

10.      ARBITRATION. In the event of any dispute between the Company and the
         Executive with respect to this Agreement (other than a dispute with
         respect to the calculation of the Executive's Termination Payment and
         Gross-Up Payment under sub-Paragraph 7(A)(vi) Tax Calculation, which
         dispute shall be resolved in accordance with the provisions set forth
         in such sub-Paragraph), either party may, in its sole discretion by
         notice to the other, require such dispute to be submitted to
         arbitration. The arbitrator will be selected by agreement of the
         Parties or, if they cannot agree on arbitrator or arbitrators within 30
         days after the giving of such notice, the arbitrator will be selected
         by the American Arbitration Association. The determination reached in
         such arbitration will be final and binding on



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         both Parties without any right of appeal. Execution of the
         determination by such arbitrator may be sought in any court having
         jurisdiction. Unless otherwise agreed by the Parties, any such
         arbitration will take place in West Palm Beach, Florida and will be
         conducted in accordance with the rules of the American Arbitration
         Association. If the Executive is the prevailing party in any such
         arbitration, he will be entitled to reimbursement by the Company of all
         reasonable costs and expenses (including attorneys' fees incurred in
         such arbitration).

11.      ASSIGNMENT. The Executive may not assign, transfer, convey, mortgage,
         hypothecate, pledge or in any way encumber the compensation or other
         benefits payable to the Executive or any rights which the Executive may
         have under this Agreement. Neither the Executive nor the Executive's
         beneficiary or beneficiaries will have any right to receive any
         compensation or other benefits under this Agreement, except at the
         time, in the amounts and in the manner provided in this Agreement. This
         Agreement will inure to the benefit of and will be binding upon any
         successor to the Company and any successor to the Company shall be
         authorized to enforce the terms and conditions of this Agreement,
         including the terms and conditions of the restrictive covenants
         contained in Section 8 hereof. As used in this Agreement, the term
         "successor" means any person, firm, corporation or other business
         entity which at any time, whether by merger, purchase or otherwise,
         acquires all or substantially all of the capital stock or assets of the
         Company. This Agreement may not otherwise be assigned by the Company.

12.      GOVERNING LAW. This Agreement shall be governed by the laws of Florida
         without regard to the application of conflicts of laws.

13.      ENTIRE AGREEMENT. This Agreement and the Retirement Agreement
         constitute the only agreements between Company and the Executive
         regarding the Executive's employment by the Company. This Agreement and
         the Retirement Agreement supersede any and all other agreements and
         understandings, written or oral, between the Company and the Executive
         regarding the subject matter hereof and thereof. A waiver by either
         party of any provision of this Agreement or any breach of such
         provision in an instance will not be deemed or construed to be a waiver
         of such provision for the future, or of any subsequent breach of such
         provision. This Agreement may be amended, modified or changed only by
         further written agreement between the Company and the Executive, duly
         executed by both Parties.

14.      SEVERABILITY; SURVIVAL. In the event that any provision of this
         Agreement is found to be void and unenforceable by a court of competent
         jurisdiction, then such unenforceable provision shall be deemed
         modified so as to be enforceable (or if not subject to modification
         then eliminated herefrom) to the extent necessary to permit the
         remaining provisions to be enforced in accordance with the parties
         intention. The provisions of Section 8 (and the restrictive covenants
         contained therein) shall survive the termination for any reason of this
         Agreement and/or the Employee's relationship with the Company.

15.      NOTICES. Any and all notices required or permitted to be given
         hereunder will be in writing and will be deemed to have been given when
         deposited in United States mail, certified or registered mail, postage
         prepaid. Any notice to be given by the Executive



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         hereunder will be addressed to the Company to the attention of its
         General Counsel at its main offices, One Park Place, Suite 700, 621
         Northwest 53rd Street, Boca Raton, Florida 33487. Any notice to be
         given to the Executive will be addressed to the Executive at the
         Executive's residence address last provided by the Executive to
         Company. Either party may change the address to which notices are to be
         addressed by notice in writing to the other party given in accordance
         with the terms of this Section.

16.      HEADINGS. Section headings are for convenience of reference only and
         shall not limit or otherwise affect the meaning or interpretation of
         this Agreement or any of its terms and conditions.

17.      CANCELLATION OF EXECUTIVE EMPLOYMENT AGREEMENT DATED MARCH 7, 2002. The
         Executive Employment Agreement entered into by and between the
         Executive and the Company on March 7, 2002, is hereby cancelled and
         terminated as of the effective date of this Agreement.

         IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement under seal as of the date first above written.

                                       THE GEO GROUP, INC.



                                       By: /s/ John J. Bulfin
                                           -------------------------------------
                                       Name:  John J. Bulfin
                                       Title: Sr. Vice President & General
                                       Counsel


                                       EXECUTIVE



                                       By: /s/ Wayne H. Calabrese
                                           -------------------------------------
                                       Name: Wayne H. Calabrese
                                       Title: Vice Chairman, President & Chief
                                       Operating Officer
                                       The GEO Group, Inc.




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