EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into as of
October 9, 2000 (the "Effective Date"), by and between Evercom, Inc., a Delaware
corporation, (the "Company"), and Richard Falcone (the "Executive").

                                    RECITALS

     WHEREAS,  the Company  desires to employ the  Executive  and the  Executive
desires to furnish  services to the Company and the Company's  affiliates on the
terms and conditions hereinafter set forth;

     WHEREAS,  the parties  desire to enter into this  Agreement in order to set
forth the terms and conditions of the employment  relationship  of the Executive
with the Company;

     WHEREAS,  the Executive and the Company each acknowledge and agree that the
terms and  conditions of employment set forth below are reasonable and necessary
in order to protect  the  legitimate  business  interests  of the Company and to
compensate the Executive for information, knowledge and experience brought to or
gained from the Company;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
set forth below, the parties hereby agree as follows:

     1. EMPLOYMENT.  The Company hereby agrees to employ the Executive,  and the
Executive  hereby  accepts  such   employment,   on  the  terms  and  conditions
hereinafter set forth.


     2.  EMPLOYMENT  PERIOD.  The period of  employment  of the Executive by the
Company  hereunder  (the  "Employment  Period")  shall commence on the Effective
Date,  October 9, 2000,  and shall end on  January 1, 2003  (unless  Executive's
employment  hereunder is earlier  terminated in accordance with Section 5 of the
Agreement).  Commencing  on January  1, 2003,  the  Employment  Period  shall be
extended for successive  one-year periods  (individually,  a "Renewal  Period"),
unless a notice  not to extend  this  Agreement  shall have been given by either
party  hereto  to the other not later  than 90 days  immediately  preceding  the
commencement of the Renewal Period (or unless Executive's  employment  hereunder
is earlier  terminated in accordance with Section 5 of this  Agreement).  Unless
the context otherwise requires, the Employment Period shall for purposes of this
Agreement be deemed to include the current  Renewal  Period (if any),  and shall
automatically end upon Executive's termination of employment with the Company.

     3.  POSITION  AND  DUTIES.  The  Executive  shall  devote  his  full  time,
attention,  skills and energies during the Employment  Period to the business of
the Company,  performing  such specific  functions on behalf of the Company that
are generally  incident to and consistent with the  Executive's  position as the
Board of  Directors  of the  Company may direct.  The  Executive  shall hold the
position of Chief Executive  Officer of the Company and shall report directly to
the Board of Directors and have all powers and duties which are associated  with
such position in the industries in which the Company is engaged. Notwithstanding
the foregoing,  the Executive  shall be prohibited from serving on the boards of
directors of other  companies,  except with Board  consent or as  currently  set
forth on Schedule 3. Nothing herein shall preclude the Executive from performing
charity  work or managing his own  personal  investments  and affairs so long as
such activities do not interfere with the performance of the Executive's  duties
hereunder.

     4. COMPENSATION AND RELATED MATTERS.

     (a) BASE SALARY.  During the Employment  Period,  the Company shall pay the
Executive a base salary at the rate specified in Exhibit A (the "Base  Salary"),
which Base Salary shall be paid in equal  installments  in  accordance  with the
Company's payroll policy, subject to Section 5 below.

     (b) BONUS.  During the Employment  Period,  the Executive shall receive the
bonuses as specified in Exhibit A.
---------

     (c)  OPTIONS.  The  Executive  shall be  awarded  options to  purchase  the
Company's common stock, as specified in Exhibit A.
---------

     (d) OTHER BENEFITS.  During the Employment  Period,  the Executive shall be
entitled to and  eligible  for group  health  insurance  coverage  and any other
fringe  benefits in accordance  with policies  applicable  generally to salaried
employees of the Company.  The Executive  shall also be entitled to 4 weeks paid
vacation and other paid absences during the Employment Period in accordance with
policies applicable  generally to salaried employees of the Company and shall be
reimbursed for reasonable  expenses  incurred in connection with the business of
the Company and the  performance of his duties  hereunder in accordance with the
policies established by the Company for reimbursement of such expenses.

     (e)  RELOCATION.  The  Executive  shall  relocate  to  Dallas  and shall be
reimbursed up to $100,000 in relocation costs and living expenses plus temporary
accommodations  and  reasonable  travel to  Executive's  current home during the
first 60 days of this Agreement.

     5. TERMINATION.

     (a) TERMINATION FOR CAUSE.  Prior to the end of the Employment  Period, the
Company may  terminate  the  Executive's  employment  under this  Agreement  for
"Cause".  For  purposes  of this  Agreement,  the  Company  shall  have Cause to
terminate the Executive's  employment hereunder in the event the Executive:  (i)
has committed any act of willful misconduct, embezzlement or wrongful conversion
of  money  or  property  belonging  to the  Company,  or any act of  fraud  that
adversely  affects the business of or relates to the Company;  (ii) is convicted
of a felony at any time hereafter, which is reasonably likely to have an adverse
effect on the  Company  or its  business;  (iii) has  failed to comply  with any
material  directive  of the Board of  Directors  of the  Company  related to his
employment duties promptly following notice to the Executive of such failure; or
(iv) has willfully and continually  failed to  substantially  perform his duties
hereunder (other than any such failure  resulting from the Executive's  death or
health),  and such failure  continues for more than 10 days after written notice
thereof to the Executive.  The Executive  will be furnished an opportunity  upon
reasonable notice to state his case to the Board of Directors with counsel prior
to any termination for "Cause".  If the Executive's  employment is terminated by
the  Company  for Cause,  the Company  shall pay the  Executive  any Base Salary
accrued or owing to the  Executive  hereunder  through the date of  termination,
less any amounts owed by the  Executive to the  Company,  and the Company  shall
have no further liability or obligation to the Executive hereunder.

     (b) TERMINATION  WITHOUT CAUSE.  Prior to the end of the Employment Period,
the Company may terminate the Executive's  employment under this Agreement for a
reason other than Cause or no reason  whatsoever  (i.e.,  without Cause). If the
Company  terminates  the  Executive's  employment  without  Cause  prior  to the
expiration of the Employment  Period,  the Company shall pay to the Executive an
amount  equal to (i) the  Executive's  annual Base Salary plus (ii) the benefits
set forth in Section 4(d) which were paid to the  Executive in the year prior to
the year in which his employment was terminated plus (iii) a pro-rated bonus for
the year in which  Executive was  terminated  (based on the number of months the
Executive  was  employed by the Company in such year),  if the bonus  target for
such year was being  achieved on the date of  termination  (on a pro rata basis,
based on the number of months the  Executive was employed by the Company in such
year) (collectively,  the "Severance Payment").  The Company may, at its option,
pay the  Severance  Payment  in a lump  sum  within  30 days  after  the date of
termination  of  employment,  or pay the  Severance  Payment over a twelve month
period  (commencing  effective as of the date of  termination  of employment) in
equal  installments  in accordance  with the Company's  payroll  policy.  If the
Company  terminates  employment of the Executive  because he has become disabled
such that he is unable  to  perform  the  essential  functions  of his job (with
reasonable  accommodation)  for a period of not less than 15 consecutive  weeks,
any such termination shall be deemed to be a termination  without Cause pursuant
to this Agreement.  Similarly,  the Executive's  employment shall terminate upon
his death, and shall be deemed a termination by the Company without Cause,  with
payments  of the  Severance  Payment  hereunder  to be made  to the  Executive's
estate.

     6.  CONFIDENTIAL  INFORMATION,  REMOVAL  OF  DOCUMENTS,   DEVELOPMENTS  AND
NON-COMPETITION, RELEASE.

     (a)  CONFIDENTIAL  INFORMATION.  The  Executive  shall hold in a  fiduciary
capacity for the benefit of the Company and its  subsidiaries all trade secrets,
confidential information,  proprietary information,  knowledge and data relating
to the Company  and/or the  businesses or  investments  of the Company which may
have been obtained by the  Executive  during the  Executive's  employment by the
Company and its  subsidiaries  including  such  information  with respect to any
products,  improvements,  formulas,  designs  or  styles,  processes,  services,
customers,  suppliers,  marketing techniques,  methods,  know-how,  data, future
plans  or  operating  practices  ("Confidential  Information"),   provided  that
"Confidential  Information" shall not include information that (i) is or becomes
generally  available to the public other than as a result of a disclosure by the
Executive or (ii) is or becomes available to the Executive on a non-confidential
basis from a source that is not known to the  Executive  to be  prohibited  from
disclosing  such  information  to  the  Executive  by a  legal,  contractual  or
fiduciary  obligation.  Except as may be required or  appropriate  in connection
with his carrying out his duties under this Agreement,  the Executive shall not,
without the prior written consent of the Company or as may otherwise be required
by  law  or  legal  process,   communicate  or  divulge  any  such  Confidential
Information  to  anyone  other  than the  Company  and those  designated  by the
Company.

     (b) REMOVAL OF DOCUMENTS. All records, files, drawings, letters, memoranda,
reports,  computer data,  computer disks,  electronic storage media,  documents,
models and the like relating to the business of the Company  and/or the business
of any of its  subsidiaries,  which the Executive  prepares,  uses or comes into
contact with and which contain  Confidential  Information shall be the exclusive
property of the Company to be used by the Executive  only in the  performance of
his duties for the  Company and shall not be removed by the  Executive  from the
premises of the Company  (without the written  consent of the Company) during or
after the Employment Period unless such removal shall be required or appropriate
in connection with his carrying out his duties under this Agreement,  and, if so
removed by the  Executive,  shall be returned to the  Company  immediately  upon
termination of the Executive's  employment hereunder,  or earlier request by the
Company (with the Executive  retaining no copies  thereof nor any notes or other
records relating thereto).

     (c) DEVELOPMENTS. The Executive will make full and prompt disclosure to the
Company of all inventions,  improvements,  discoveries,  methods,  developments,
software  and/or  works  of  authorship  relating  in any  way to the  business,
activities  or  affairs  of the  Company  or any  of its  subsidiaries,  whether
patentable or not, which are created, made, conceived or reduced to practice (in
whole or in part) by the Executive or under his direction or jointly with others
during the Employment  Period,  whether or not during normal working hours or on
the premises of the Company (collectively, "Developments"). The Executive agrees
to assign and does  hereby  assign to the  Company  all of his right,  title and
interest  in  and  to all  Developments  and  related  patents,  copyrights  and
applications  therefor.  The Executive shall do all permissible things, and take
all permissible action, necessary or advisable, in the Company's sole discretion
and at the Company's expense, to cause any other person related to the Executive
or an entity  controlled by the Executive having an interest in a Development to
assign to the Company all of such person's or entity's right, title and interest
in and to such  Development  and related  patents,  copyrights and  applications
therefor.  The Executive agrees to cooperate fully with the Company, both during
and  after  the  termination  of the  Employment  Period,  with  respect  to the
procurements, maintenance and enforcement of copyrights and patents (both in the
United States and foreign countries) relating to Developments.

     (d) NON-COMPETITION. During (i) the Executive's employment with the Company
and (ii) the one-year  period  immediately  following the  expiration or earlier
termination  of the  Employment  Period,  the  Executive  (A) shall not  engage,
anywhere  within  the  geographical  areas in which  the  Company  or any of its
subsidiaries is then conducting its business operations, directly or indirectly,
alone,  in association  with or as a  shareholder,  principal,  agent,  partner,
officer,  director,  executive or consultant of any other  organization,  in any
business  which  involves  or relates to  providing  services  to a  Competitive
Business  (defined  below);  (B) shall not  solicit or  encourage  any  officer,
executive, independent contractor, vendor or consultant of the Company or any of
its  subsidiaries  to leave the employ of, or otherwise  cease his  relationship
with, the Company or any of its subsidiaries;  and (C) shall not solicit, divert
or take away, or attempt to divert or to take away, the business or patronage of
any of the  customers  or accounts,  of the Company or any of its  subsidiaries,
which were served by any such entity  during the time the Executive was employed
by the Company.  If the Executive violates any of the provisions of this Section
6(d),  following his  termination  of  employment,  the  computation of the time
period  provided  herein shall be tolled from the first date of the breach until
the earlier of (i) the date judicial relief is obtained by the Company, (ii) the
Company  states  in  writing  that it will  seek no  judicial  relief  for  said
violation,  or (iii) the Executive provides satisfactory evidence to the Company
that such breach has been  remedied.  If, at any time,  the  provisions  of this
Section 6(d) shall be  determined to be invalid or  unenforceable,  by reason of
being vague or  unreasonable  as to area,  duration or scope of  activity,  this
Section 6(d) shall be considered  divisible and shall become and be  immediately
amended to only such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having  jurisdiction
over the matter;  and the Executive  agrees that this Section 6(d) as so amended
shall be valid and binding as though any invalid or unenforceable  provision had
not been  included  herein.  For purposes of this Section 6,  Executive  and the
Company agree that  "Competitive  Business" shall mean (i) the inmate  telephone
business,  (ii) the  business of selling,  leasing or  otherwise  providing  law
enforcement  management systems,  jail management  systems,  victim notification
systems and/or other tracking or record systems to inmate,  jail or correctional
facilities,  (iii) the billing, collection and/or validation business within the
inmate  telephone  industry,  and/or (iv) any material line of business that the
Company or any of its  subsidiaries  are engaged in on the date of  termination,
expiration or non-extension of the Employment Period;  provided,  however,  that
Competitive  Business  shall not include an  organization  where the  activities
described  in (i)  through  (iv) do not  represent  a  material  portion of such
organization's revenues and the Executive's primary duties do not relate to such
activities.

     (e)  NON-COMPETITION  IN EXPANSION MARKETS.  Executive  acknowledges that a
valuable  asset of the  Company is the plan of the  Company to extend and expand
their  business,  by acquisition or otherwise,  to areas of the United States of
America  which  the  Company  does  not  yet  serve  as of the  Effective  Date.
Accordingly, during (i) the Executive's employment with the Company and (ii) the
one-year period immediately  following the expiration or earlier  termination of
the Employment  Period,  the Executive shall not engage,  anywhere in the United
States of America,  directly or indirectly,  alone, in association  with or as a
shareholder,   principal,  agent,  partner,  officer,  director,   Executive  or
consultant  of any  other  organization,  in any  Competitive  Business.  If the
Executive  violates any of the  provisions of this Section  6(e),  following his
termination of employment,  the  computation of the time period  provided herein
shall be tolled  from the first date of the breach  until the earlier of (i) the
date  judicial  relief is obtained by the  Company,  (ii) the Company  states in
writing that it will seek no judicial  relief for said  violation,  or (iii) the
Executive  provides  satisfactory  evidence to the Company  that such breach has
been  remedied.  If, at any time,  the  provisions of this Section 6(e) shall be
determined  to be  invalid  or  unenforceable,  by  reason  of  being  vague  or
unreasonable as to area, duration or scope of activity,  this Section 6(e) shall
be considered divisible and shall become and be immediately amended to only such
area, duration and scope of activity as shall be determined to be reasonable and
enforceable by the court or other body having  jurisdiction over the matter; and
the  Executive  agrees that this Section  6(e) as so amended  shall be valid and
binding as though any invalid or  unenforceable  provision had not been included
herein.

     (f) CONTINUING OPERATION.  Any termination of the Executive's employment or
of this  Agreement  shall  have no effect on the  continuing  operation  of this
Section 6.

     (g)  LEGITIMATE  BUSINESS  INTERESTS.  The Executive has carefully read and
considered the provisions of this Section 6 and, having done so, agrees that the
restrictions  set forth  herein,  including,  without  limitation,  the time and
geographic  restrictions  set  forth  above,  are  fair and  reasonable  and are
reasonably  required for the protection of the legitimate business interests and
goodwill of the Company.

     (h) REMEDIES.  The Executive  acknowledges that any violation of any of the
covenants and agreements contained in this Section 6 would result in irreparable
and continuing harm and damage to the Company which would be extremely difficult
to  quantify  and  for  which  money   damages   alone  would  not  be  adequate
compensation.  Consequently, the Executive agrees that, in the event he violates
or threatens to violate any of these covenants and agreements, the Company shall
be entitled  to: (1) entry of an  injunction  enjoining  such  violation  and/or
requiring the Executive to return all materials or other proprietary information
of the Company and (2) money damages insofar as they can be determined.  Nothing
in  this  Agreement   shall  be  construed  to  prohibit  the  Company  and  its
subsidiaries from also pursuing any other legal or equitable remedy, the parties
having agreed that all remedies are cumulative.

     7.  SEVERABILITY.  Whenever  possible,  each  provision  and  term  of this
Agreement will be interpreted in a manner to be effective and valid,  but if any
provision or term of this  Agreement is held to be prohibited  or invalid,  then
such  provision  or  term  will  be  ineffective  only  to the  extent  of  such
prohibition  or  invalidity,  without  invalidating  or  affecting in any manner
whatsoever the remainder of such  provision or term or the remaining  provisions
or terms of this Agreement.

     8.  WAIVER.  The rights and remedies of the parties to this  Agreement  are
cumulative and not  alternative.  Neither the failure nor any delay by any party
in exercising any right, power or privilege under this Agreement will operate as
a waiver of such right, power or privilege, and no single or partial exercise of
any such right,  power or privilege will preclude any other or further  exercise
of such right, power or privilege. To the maximum extent permitted by applicable
law, (a) no claim or right  arising out of this  Agreement  can be discharged by
one  party,  in whole or in part,  by a waiver or  renunciation  of the claim or
right  unless in writing  signed by the other  party;  (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given;  and (c) no  notice  to or demand on one party  will be deemed to be a
waiver of any  obligation of such party or of the right of the party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement.

     9. BINDING AGREEMENT.  This Agreement shall be binding upon Company and its
affiliates,  and the Executive and his assigns, heirs and legal representatives.
Each of the Company's  subsidiaries  shall be third party  beneficiaries of this
Agreement and may independently enforce and benefit from the terms hereof.

     10. OTHER  AGREEMENTS;  INDEMNIFICATION.  The Executive  hereby  represents
that,  except as set forth on Schedule 10 attached hereto,  the Executive is not
bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of the  Executive's  employment with the Company or to
refrain  from  competing,  directly  or  indirectly,  with the  business of such
previous employer or any other party. The Executive further  represents that his
performance  of all of the terms of this  Agreement does not and will not breach
any agreement to keep in confidence proprietary  information,  knowledge or data
acquired by the  Executive in  confidence  or in trust prior to the date of this
Agreement,  and the Executive will not disclose to the Company or any subsidiary
or induce the Company or any subsidiary to use any  confidential  or proprietary
information  or material  belonging  to any  previous  employer  or others.  The
Executive  hereby  indemnifies and agrees to defend and hold the Company and its
subsidiaries harmless from and against any and all damages, liabilities, losses,
costs and expenses (including,  without limitation,  reasonable  attorneys' fees
and the costs of investigation) resulting or arising directly or indirectly from
any  breach  of the  foregoing  representations  or  from  allegations,  claims,
proceedings or actions by third parties relating to the confidential information
belonging  to  them  and  disclosed  by  the  Executive  to the  Company  or any
subsidiary.  The Executive shall be indemnified and held harmless to the fullest
extent permitted by applicable law, including ss. 145 of the General Corporation
Law of the State of Delaware, from and against any and all damages, liabilities,
losses, costs and expenses (including, without limitation, reasonable attorneys'
fees and the costs of investigation) resulting or arising directly or indirectly
as a consequence of the Executive's service as an officer and/or director of the
Company or any of its  subsidiaries.  The  Company  shall  maintain at all times
during  the  Employment  Period  and  for a  period  of no  less  than  2  years
thereafter,  directors and officers  liability  insurance  having terms not less
favorable than the policies in effect on the date hereof.

     11. WITHHOLDING.  Any payments provided for in this Agreement shall be paid
net of any applicable  withholding  of taxes  required  under federal,  state or
local law.

     12.  RECITALS;  HEADINGS;  CONSTRUCTION.  The  Recitals  set  forth  in the
preamble of this  Agreement  shall be deemed to be included and form an integral
part of this Agreement.  The headings of Sections in this Agreement are provided
for convenience only and will not affect its construction or interpretation. All
references  to "Section" or  "Sections"  refer to the  corresponding  Section or
Sections of this Agreement  unless otherwise  specified.  All words used in this
Agreement will be construed to be of such gender or number as the  circumstances
require.  Unless  otherwise  expressly  provided,  the word "including" does not
limit the preceding words or terms. All references herein to the word "or" shall
mean  "and/or."  The  parties,  in  acknowledgment  that all of them  have  been
represented by counsel and that this  Agreement has been  carefully  negotiated,
agree that the  construction  and  interpretation  of this  Agreement  and other
documents  entered  into in  connection  herewith  shall not be  affected by the
identity of the party or parties under whose  direction or at whose expense this
Agreement and such documents were prepared or drafted.

     13. TIME OF ESSENCE. With regard to all dates and time periods set forth or
referred to in this Agreement, time is of the essence.

     14. GOVERNING LAW. This Agreement shall be governed by the substantive laws
of the State of Delaware, without regard to its conflicts of laws principles. In
particular,  Delaware  substantive  law will  govern  any  controversy  or claim
between or among the  parties  hereto,  including  any claim  arising  out of or
relating to this Agreement or based on or arising from an alleged tort.

     15. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the parties with  respect to the subject  matter of this  Agreement  and
supersedes all prior written and oral agreements and understandings  between the
parties with respect to the subject matter of this Agreement. This Agreement may
not be amended except by a written agreement executed by both parties.

     16.  NOTICES.  Any notice,  demand or other  communication  which may or is
required to be given under this Agreement  shall be in writing and shall be: (a)
personally  delivered;  (b)  transmitted by United States postage  prepaid mail,
registered or certified  mail,  return  receipt  requested;  (c)  transmitted by
reputable  overnight courier service such as Federal Express; or (d) transmitted
by legible facsimile (with answer back confirmation) to the parties'  respective
addresses as set forth opposite their  signatures  hereto).  Except as otherwise
specified herein, all notices and other  communications  shall be deemed to have
been duly  given on (i) the date of  receipt  if  delivered  personally,  (ii) 2
calendar  days  after  the date of  posting  if  transmitted  by  registered  or
certified mail, return receipt requested, (iii) the first business day after the
date of deposit if transmitted by reputable  overnight  courier  service or (iv)
the date of transmission with confirmed answer back if transmitted by facsimile,
whichever shall first occur. A notice or other communication not given as herein
provided shall only be deemed given if and when such notice or  communication is
actually received in writing by the party to whom it is required or permitted to
be given.  The parties may change their  address for  purposes  hereof by notice
given to the other  parties in accordance  with the  provisions of this Section,
but such notice  shall not be deemed to have been duly given unless and until it
is actually received by the other party.

     17. COMMON LAW OR OTHER DUTIES.  The Executive's  and the Company's  duties
obligations,  and agreements hereunder are in addition to (and not in limitation
of) any duties or obligations under common law or statute owed to the Company or
its  subsidiaries  by the Executive or by the Company to the Executive by reason
of his position as officer, director or Executive, as applicable, of the Company
or its subsidiaries.

     18.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.

     19.  ATTORNEYS'  FEES.  The Executive  shall be reimbursed  for  reasonable
attorneys' fees and expenses incurred in the negotiation of this Agreement.

                       [SIGNATURES ON THE FOLLOWING PAGE]


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

COMPANY:

EVERCOM, INC.,
a Delaware corporation


By:
---------------------------------
Name:
Title:

Address: 8201 Tristar Drive
Irving, Texas 75063

Telephone: (972) 988-3737
Facsimile: (972) 988-3774


EXECUTIVE:




RICHARD FALCONE

Address: 33 MacCulloch Avenue
Morristown, New Jersey 07960

Telephone:
-----------------------------------


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                                    EXHIBIT A





<PAGE>



                                   SCHEDULE 3



<PAGE>



                                   SCHEDULE 10