AMENDMENT NO. 5 TO SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT

     AMENDMENT  NO.  5,  dated as of May 30,  2001  (this  "Amendment"),  to the
Existing Credit  Agreement (as defined below),  among EVERCOM,  INC., a Delaware
corporation  (the  "Borrower"),   each  of  the  Borrower's   Subsidiaries  (the
"Consenting  Obligors"),  Canadian Imperial Bank of Commerce,  as Administrative
Agent for the Lenders,  and the Lenders party hereto (such  capitalized term and
other capitalized terms used in this preamble and the recitals below to have the
meanings set forth in, or as defined by reference in, Article I).

                                                    W I T N E S S E T H:


     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to the Second Amended and Restated  Credit  Agreement,  dated as of December 19,
1997 (as heretofore modified,  the "Existing Credit Agreement",  and as modified
by this Amendment, the "Credit Agreement");

     WHEREAS, the Borrower desires to amend the Existing Credit Agreement as set
forth herein; and

     WHEREAS,  the  Required  Lenders  have  agreed,  subject  to the  terms and
conditions  hereinafter  set forth,  to amend the Existing  Credit  Agreement in
certain respects as provided below;

     NOW, THEREFORE, the parties hereto hereby agree as follows.

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1.  Certain  Definitions.  The  following  terms  (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):

         "Amendment" is defined in the preamble.

         "Borrower" is defined in the preamble.

         "Consenting Obligors" is defined in the preamble.

         "Credit Agreement" is defined in the first recital.

         "Existing Credit Agreement" is defined in the first recital.

         "Fifth Amendment Effective Date" is defined in Section 4.1.

<PAGE>

     SECTION 1.2.  Other  Definitions.  Terms for which meanings are provided in
the Existing  Credit  Agreement  are,  unless  otherwise  defined  herein or the
context otherwise requires, used in this Amendment with such meanings.

                                   ARTICLE II
                         AMENDMENTS TO CREDIT AGREEMENT

     Effective  on  (and  subject  to the  occurrence  of) the  Fifth  Amendment
Effective  Date, the Existing  Credit  Agreement is hereby amended in accordance
with this  Article II;  except as so  expressly  amended,  the  Existing  Credit
Agreement shall continue in full force and effect.

     SECTION 2.1.  Amendments  to Article I.  Article I of the  Existing  Credit
Agreement is hereby amended as follows:

     SECTION  2.1.1.  Section 1.1 of the  Existing  Credit  Agreement  is hereby
amended  by  inserting  the  following   definitions  in  such  Section  in  the
appropriate alphabetical sequence:

     "Amendment  No. 5" means  Amendment No. 5, dated as of May 30, 2001, to the
Second  Amended  and  Restated  Credit  Agreement,   among  the  Borrower,   the
Administrative  Agent and the Lenders  party  thereto,  and  consented to by the
Consenting Obligors listed therein.

     "Fifth Amendment Effective Date" is defined in Section 4.1 of Amendment No.
5.

     "FortuneLinx" means FortuneLinx, Inc., a California corporation.

     "FortuneLinx  Acquisition"  means any  acquisition of FortuneLinx or all or
substantially all of its assets by the Borrower or any of its Subsidiaries.

     "New Equity  Issuance"  means the  issuance and sale by the Borrower of its
common stock (which may include  warrants) to the  Investors in exchange for net
cash proceeds of at least  $7,500,000 on terms and  conditions  set forth in the
Rights Offering Documents or other terms satisfactory to the Required Lenders.

     "Rights Offering Documents" means the Subscription Agreement and each other
agreement delivered to consummate the transaction contemplated thereunder.


     "Subscription  Agreement"  means  a  Subscription  Agreement,  sent  to the
Subscribers (as defined  therein) from time to time prior to the Fifth Amendment
Effective Date substantially in the form of the Subscription Agreement, dated as
of April 26, 2001,  from the Borrower  and sent to each  Subscriber  (as defined
therein).

     SECTION  2.1.2.  Section 1.1 of the  Existing  Credit  Agreement  is hereby
amended by (a) amending the definition of "Applicable  Margin" appearing therein
by adding  0.50% to each of the  percentages  set forth  therein,  and  adding a
proviso  thereto  stating  that the  Applicable  Margin  in  effect on the Fifth
Amendment Effective Date, as adjusted by the 0.50% described above, shall remain
in effect until June 30, 2002,  notwithstanding  any decreases in the Total Debt
to EBITDA Ratio;

<PAGE>


     (b) amending  and  restating  the  definition  of "EBITDA to Fixed  Charges
Ratio" to read in its entirety as follows:

          "EBITDA  to  Fixed  Charges  Ratio"  means,  as at the last day of any
     Fiscal Quarter, the ratio of (a) EBITDA for the Rolling Period ended on the
     last day of such  Fiscal  Quarter to (b) (i) Debt  Service  for the Rolling
     Period  ended on the last day of such  Fiscal  Quarter,  plus (ii)  Capital
     Expenditures  made during the Rolling  Period ended on the last day of such
     Fiscal Quarter, plus (iii) Taxes paid in cash or accrued during the Rolling
     Period ended on the last day of such Fiscal  Quarter,  plus (iv) the amount
     expended for  Permitted  Acquisitions  for the Rolling  Period ended on the
     last day of such Fiscal Quarter;  provided  however,  that for each Rolling
     Period ending on or prior to December 31, 2001,  clause (b) will be reduced
     by the amount of  proceeds  received  by the  Borrower  from the New Equity
     Issuance.

          and (c) amending the definition of "Permitted Acquisition" by deleting
     the "and" at the end of clause (g) thereof,  deleting the "." at the end of
     clause (h)  thereof and  replacing  it with "; and" and adding a new clause
     (i) thereto to read as follows:

               (i) in the  case of the  FortuneLinx  Acquisition,  the  Borrower
          shall not consummate  the  FortuneLinx  Acquisition  unless it has (x)
          provided  additional  information  satisfactory to the  Administrative
          Agent and theRequired Lenders relating to the FortuneLinx Acquisition,
          including information on the structure of the FortuneLinx Acquisition,
          on the cost of  additional  Capital  Expenditures  to be  expended  in
          connection  with  the  acquisition  and  on  the  added  value  to the
          Borrower's  existing business and (y) certified to the  Administrative
          Agent and the Lenders that it has received at least  $8,500,000 in net
          proceeds  from the New Equity  Issuance and applied  such  proceeds to
          repay outstanding Revolving Loans.

     SECTION 2.2.  Amendments to Article III. Clause (f) of Section 3.1.1 of the
Existing  Credit  Agreement  is hereby  amended by deleting  the "or"  following
clause  (i) and  replacing  it with a ","  and  inserting  "or  (iii)  arise  in
connection with the New Equity  Issuance,  no prepayment of the Term Loans shall
be required so long as the proceeds of the New Equity Issuance are used to repay
outstanding Revolving Loans" following clause (ii) thereof.

     SECTION 2.3.  Amendments to Article VII. Article VII of the Existing Credit
Agreement is hereby amended as follows:

     SECTION  2.3.1.  New  Sections  7.1.13 and  7.1.14 are hereby  added to the
Existing Credit Agreement, following Section 7.1.12, to read in their entireties
as follows:

     SECTION 7.1.13 New Equity Issuance. The Borrower will, (a) prior to June 1,
2001,  have  received  commitments  from  Investors  sufficient  to  allow it to
consummate the New Equity Issuance, (b) on or prior to June 1, 2001, have issued
an irrevocable notice to its Investors  participating in the New Equity Issuance
to fund the New Equity Issuance,  (c) by June 4, 2001, receive the full proceeds
of the New Equity Issuance,  (d) immediately upon receipt of the proceeds of the
New Equity Issuance,  use such proceeds to repay outstanding Revolving Loans and
(e) on or within 5 Business  Days after the date of the receipt of proceeds from
the  New  Equity   Issuance,   deliver  (or  cause  to  be   delivered)  to  the
Administrative Agent supplements to

<PAGE>


the Investor  Pledge  Agreement,  duly  executed and  delivered by each Investor
pledging all additional  common or preferred  stock (and any warrants  issued in
connection therewith) of the Borrower comprising the New Equity Issuance.

     SECTION  7.1.14  Blocked  Account  Agreements.   The  Borrower  will  cause
customary blocked account agreements to be entered into among the Borrower,  the
financial  institutions  where the Borrower or any of its Subsidiaries  maintain
any accounts, and the Administrative Agent, all in form and substance reasonably
satisfactory  to the  Administrative  Agent and the Required  Lenders as soon as
possible but no later than December 15, 2001;  provided that such  documentation
shall only become effective upon the occurrence and during the continuance of an
Event of Default;  provided,  further  however,  that upon the occurrence of any
Event of Default,  if the Borrower  has not entered  into such  blocked  account
agreements, it will do so immediately.

     SECTION 2.3.2. Clause (e) of Section 7.2.2 of the Existing Credit Agreement
is hereby amended by deleting the "$2,500,000"  appearing  therein and replacing
it with "$5,000,000".

     SECTION 2.3.3. Clause (b) of Section 7.2.4 of the Existing Credit Agreement
is hereby amended and restated to read in its entirety as follows:

          (b) the Senior  Secured  Debt to EBITDA  Ratio at any time  during any
     period set forth below to be greater than the ratio set forth opposite such
     period:


         Period                                  Senior Secured Debt
                                                 to EBITDA Ratio
         12/31/00 to (and
         including) 06/29/01                         2.50:1

         06/30/01 and thereafter                     1.75:1


     SECTION 2.3.4. Clause (e) of Section 7.2.4 of the Existing Credit Agreement
is hereby amended and restated to read in its entirety as follows:

     (e) EBITDA  for any  period set forth  below to be less than the amount set
forth opposite such period:

         Period                                       EBITDA

         Rolling Period ended 06/30/01               38,456,000
         Rolling Period ended 09/30/01               37,600,000
         Rolling Period ended 12/31/01               39,514,000
         Rolling Period ended 03/31/02               45,600,000
         Rolling Period ended 06/30/02               48,000,000
         Rolling Period ended 09/30/02               49,400,000
         Rolling Period ended 12/31/02               50,800,000


<PAGE>

     SECTION  2.3.5.  Clause  (ii) of  Section  7.2.16  of the  Existing  Credit
Agreement is hereby amended and restated to read in its entirety as follows:

          (ii)  the  Carry-Forward  Amount  may be used in any  Fiscal  Quarter;
     provided,  however that no portion of any Carry-Forward  Amount may be used
     in any Fiscal  Quarter until the entire amount of the Capital  Expenditures
     permitted to be made in such Fiscal  Quarter as provided in clauses (a) and
     (b) above shall have been used and no portion of the  Carry-Forward  Amount
     may be carried over for more than the following Fiscal Year.

     SECTION 2.4.  Amendments to Article VIII.  Section 8.1.3 of Article VIII of
the Existing Credit  Agreement is hereby amended by inserting ", Section 7.1.13,
Section 7.1.14," immediately after "Section 7.1.11" therein.


                                   ARTICLE III
                       LIMITED WAIVERS TO CREDIT AGREEMENT

     Effective  on  (and  subject  to the  occurrence  of) the  Fifth  Amendment
Effective  Date,  the limited  waivers  set forth  below  shall be granted  with
respect to the applicable provision of the Existing Credit Agreement;  except as
so expressly waived,  the Existing Credit Agreement shall continue in full force
and effect.

     SECTION 3.1. Limited Waiver of Section  7.1.1(b).  The Lenders hereby waive
the  requirement  that annual  financial  statements  for the  Borrower  and its
Subsidiaries  audited without  Impermissible  Qualification  for the Fiscal Year
ended December 31, 2000 be delivered to the Administrative Agent and the Lenders
by March 31, 2001,  provided that such annual  financial  statements  shall have
been  audited  without   Impermissible   Qualification   and  delivered  to  the
Administrative  Agent for the account of the Lenders (with sufficient copies for
each Lender) by June 1, 2001.

     SECTION 3.2.  Limited  Waiver of Section  7.2.4.  The Lenders  hereby waive
compliance  with  clauses (d) and (e) of Section  7.2.4 of the  Existing  Credit
Agreement,  in each case, for the Fiscal Quarter ending (and only for the Fiscal
Quarter ending) March 31, 2001.


                                   ARTICLE IV
                           CONDITIONS TO EFFECTIVENESS

     SECTION 4.1.  Amendment  Effective Date. This Amendment (and the amendments
and modifications contained herein) shall become effective, and shall thereafter
be referred to as "Amendment No. 5", on the date (the "Fifth Amendment Effective
Date")  when all of the  conditions  set  forth in this  Section  4.1 have  been
satisfied.

     SECTION   4.1.1.   Execution   of   Counterparts    Representations;    The
Administrative  Agent shall have received  counterparts of this Amendment,  duly
executed and delivered on behalf of the Borrower,  the  Consenting  Obligors and
the  Required  Lenders,  and the  representations  and  warranties  set forth in
Section 5.2 shall be true and correct.

<PAGE>



     SECTION 4.1.2.  Amendment Fee. The Administrative Agent shall have received
for the  account of each Lender that  delivers a copy of its  signature  page by
facsimile to Jason Kanner of Mayer, Brown & Platt (fax:  212-262-1910)  prior to
2:30 p.m.,  New York time,  on May 30, 2001,  an amendment fee equal to 0.75% of
the sum of (i) the outstanding principal amount of Loans owing to such Lender on
such date plus  (ii) such  Lender's  Percentage  of the  unused  portion  of the
Revolving Loan Commitment Amount on such date.

     SECTION 4.1.3. Closing Fees, Expenses,  etc. The Administrative Agent shall
have received for the account of each Lender,  all fees,  costs and expenses due
and payable pursuant to Sections 3.3 and 10.3 of the Credit Agreement or payable
hereunder, if then invoiced.

     SECTION 4.1.4. Audit Opinion.  The Administrative  Agent for the account of
the Lenders  (with  sufficient  copies for each  Lender) and the Trustee for the
Senior Unsecured Notes shall have received an unqualified  audit opinion for the
Borrower  for the Fiscal  Year  ending  December  31, 2000 by Deloitte & Touche,
accompanied by the relevant financial statements.

     SECTION  4.1.5.  10-K.  The  Administrative  Agent for the  account  of the
Lenders (with  sufficient  copies for each Lender) shall have received a copy of
the Borrower's annual report filed with the SEC on Form 10-K for the Fiscal Year
ending December 31, 2000.

     SECTION  4.1.6.  Legal  Details,  etc. All documents  executed or submitted
pursuant   hereto  shall  be   satisfactory   in  form  and   substance  to  the
Administrative Agent and its counsel. The Administrative Agent and their counsel
shall have  received  all  information  and such  counterpart  originals or such
certified or other copies or such materials,  as the Administrative Agent or its
counsel  may  reasonably  request,   and  all  legal  matters  incident  to  the
transactions  contemplated  by  this  Amendment  shall  be  satisfactory  to the
Administrative Agent and its counsel.


                                    ARTICLE V
                             AFFIRMATION AND CONSENT

     SECTION  5.1.  Acknowledgment  and  Reaffirmation.  The  Borrower  and each
Consenting Obligor hereby reaffirms,  as of the Fifth Amendment  Effective Date,
(a) the covenants and agreements  contained in each Loan Document to which it is
a party,  including,  in each case,  as such  covenants  and  agreements  may be
modified by this Amendment and the transactions  contemplated  thereby,  (b) its
guarantee of payment of the Obligations  pursuant to the Subsidiary Guaranty and
(c) its  obligations  with respect to collateral  security under each other Loan
Document to which it is a party.

     SECTION 5.2.  Representations  and  Warranties,  etc. The Borrower and each
Consenting  Obligor hereby represents,  warrants and certifies,  that, (a) as of
the of the Fifth Amendment  Effective Date), the  representations and warranties
made by it contained  in the Loan  Documents to which it is a party are true and
correct in all  material  respects  with the same  effect as if made on the date
hereof,  except to the  extent any such  representation  or  warranty  refers or
pertains  solely  to a date  prior  to the  date  hereof  (in  which  case  such
representation  and warranty was true and correct in all material respects as of
such  earlier  date) and (b) the  Borrower  has  caused to be  delivered  to the
Lenders  a true and  complete  copy of the  execution  form of the  Subscription
Agreement and each other Rights Offering  Document,  none of such documents have
been

<PAGE>


amended,  waived or  otherwise  modified  in a material  manner  (other than the
Subscription  Agreement  Waiver,  dated as of May 30,  2001, a true and complete
copy of the  execution  form of which has been  delivered to the  Lenders),  and
concurrently with the effectiveness of this Amendment, (i) all of the conditions
precedent  set forth in the  Subscription  Agreement  have  been  met,  (ii) the
Borrower has  irrevocably  accepted the  subscription  evidenced  thereby for at
least  $7,500,000  prior to the  termination  thereof and (iii) has notified the
Subscribers  (as defined in the  Subscription  Agreement) that all conditions to
the ability of the Borrower to accept such  subscription have been fulfilled and
that such acceptance has occurred.

     SECTION 5.3.  Loan  Documents.  The Borrower  and each  Consenting  Obligor
further confirms that each Loan Document to which it is a party (a) is and shall
continue  to be in full force and effect  and the same are hereby  ratified  and
confirmed  in all  respects,  except  that  upon  the  occurrence  of the  Fifth
Amendment  Effective  Date, all references in such Loan Documents to the "Credit
Agreement",  "Loan  Documents",  "thereunder",  "thereof",  or words of  similar
import shall mean the Credit  Agreement and the Loan Documents,  as the case may
be, in each case after giving effect to the amendments  and other  modifications
provided for in this Amendment,  (b) if such Loan Document relates to collateral
security,   such  document  shall  also  expressly  and  completely  secure  all
Obligations  related  thereto  and  (c)  if  such  Loan  Document  relates  to a
guarantee,  such  document  shall also  expressly and  completely  guarantee all
Obligations related thereto.

     SECTION  5.4.  Course of  Dealing,  etc.  Each  Consenting  Obligor  hereby
acknowledges  and agrees that the  acceptance  by each  Lender of this  document
shall not be construed  in any manner to establish  any course of dealing on any
Lender's  part,  including the providing of any notice or the  requesting of any
acknowledgment  not otherwise  expressly  provided for in any Loan Document with
respect to any future amendment, waiver, supplement or other modification to any
Loan Document or any arrangement contemplated by any Loan Document.

                                   ARTICLE VI
                                  MISCELLANEOUS

     SECTION 6.1. Cross-References.  References in this Amendment to any Article
or Section are, unless otherwise specified or otherwise required by the context,
to such Article or Section of this Amendment.

     SECTION 6.2. Loan Document Pursuant to Credit Agreement.  This Amendment is
a Loan  Document  executed  pursuant  to  the  Credit  Agreement  and  shall  be
construed,  administered  and  applied in  accordance  with all of the terms and
provisions of the Credit Agreement.

     SECTION 6.3.  Successors and Assigns.  This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.

     SECTION 6.4.  Counterparts.  This  Amendment may be executed by the parties
hereto in several counterparts,  each of which when executed and delivered shall
be deemed to be an original and all of which shall  constitute  together but one
and the same agreement.

     SECTION 6.5. Full Force and Effect; Limited Amendment.  Except as expressly
modified  hereby,  all of the  representations,  warranties,  terms,  covenants,
conditions and other  provisions


<PAGE>


of the Existing Credit  Agreement and the Loan Documents shall remain  unchanged
and  shall  continue  to be,  and shall  remain,  in full  force  and  effect in
accordance with their respective terms. The consents and modifications set forth
herein  shall be limited  precisely  as provided  for  herein,  and shall not be
deemed to be an amendment to, waiver of, consent to or modification of any other
term or provision  of the Existing  Credit  Agreement,  any other Loan  Document
referred to therein or herein or of any  transaction or further or future action
on the part of the  Borrower or any Obligor  which would  require the consent of
the Lenders under the Existing Credit Agreement or any of the Loan Documents.

     SECTION 6.6. Second  Additional Term Loan. It is acknowledged and agreed by
the  parties  hereto that the  commitment  for the Second  Additional  Term Loan
expired pursuant to the terms thereof without draw on April 18, 2001 and has not
been and will not be reinstated.

     SECTION  6.7.  Governing  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.


<PAGE>



     IN WITNESS WHEREOF,  the signatories  hereto have caused this Amendment and
Limited  Waiver to be  executed  by their  respective  officers  thereunto  duly
authorized as of the day and year first above written.


                       EVERCOM, INC.

                       By:_/s/Keith Kelson
                       Title: Chief Financial Officer


                       EVERCOM SYSTEMS, INC.

                       By:_/s/Richard Falcone
                       Title: Chief Executive Officer


                       CANADIAN IMPERIAL BANK OF COMMERCE,
                          as Administrative Agent

                       By: _/s/Laura Hom
                       Title: Executive Director


                       GENERAL ELECTRIC CAPITAL CORPORATION

                       By:_/s/Thomas E. Johnstone
                       Title:


                       IBJ WHITEHALL BANK & TRUST COMPANY

                       By:_/s/James Dunleavy
                       Title: Managing Director



<PAGE>



                       BNP PARIBAS

                       By:_/s/Ola Anderssen
                       Title: Director


                       By:_/s/Gregg Berardi
                       Title: Director


                       AMERICAN NATIONAL BANK

                       By:_/s/Diane Zurich
                       Title: Commercial Banking Officer


                       ARES LEVERAGED INVESTMENT FUND L.P.
                          By: Ares Management L.P.

                       By:_/s/Jeff Moore
                       Title: Principal