FIRST AMENDMENT TO CREDIT AGREEMENT
                    -----------------------------------

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made as of the 10th day of
November,   2000   by   and  among  CORRECTIONAL  SERVICES  CORPORATION,  a
corporation duly organized and validly existing under the laws of the State
of Delaware (the "COMPANY");  each  of the Subsidiaries of the Company that
is a signatory hereto or that, pursuant  to Section 9.1.20(b) of the Credit
Agreement  (as  hereinafter  defined),  shall   become   a   party   hereto
(individually,  a "SUBSIDIARY GUARANTOR" and, collectively, the "SUBSIDIARY
GUARANTORS"; and  the  Subsidiary Guarantors collectively with the Company,
the "OBLIGORS"); each of  the  lenders  that is a signatory hereto or that,
pursuant  to  Section  12.6(b)  of the Credit  Agreement,  shall  become  a
"Lender"  hereunder  (individually,   a  "LENDER"  and,  collectively,  the
"LENDERS");  and  SUMMIT  BANK,  a  New  Jersey   banking  corporation,  as
syndication  agent  for the Lenders (in such capacity,  together  with  its
successors in such capacity, the "SYNDICATION AGENT").

                           W I T N E S S E T H:
                           -------------------

     WHEREAS, the Company,  the  Subsidiary Guarantors, the Lenders and the
Syndication Agent entered into a Credit  Agreement  dated  August  31, 1999
(the "Credit Agreement"); and

     WHEREAS,  the  Company  has  requested  the  Syndication Agent and the
Lenders to make certain amendments to the Credit Agreement  as  more  fully
described herein, and the Syndication Agent and the Lenders have agreed  to
do  so,  subject  to  and  in  accordance  with  the  terms  and conditions
hereinafter set forth.

     NOW,  THEREFORE, in consideration of the premises and other  good  and
valuable consideration,  the  receipt  and  sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1.    Defined Terms.  Except as otherwise indicated  herein, all words
and terms defined in the Credit Agreement shall have the same meanings when
used herein.

     2.    Amendments to Credit Agreement.

          (a)  The  following  definitions appearing in Section  1  of  the
Credit Agreement are hereby amended to read in their entirety as follows:

          "Applicable Margin" shall mean:

               (i) with reference  to  Revolving Credit Loans that are
     Base Rate Loans or LIBOR Loans, an  amount  in excess of the Base
     Rate or the LIBOR Rate, as the case may be, determined  from time
     to  time  in  accordance  with  the  table set forth below.   The
     Applicable  Margin  shall  change  on  the   fifth  Business  Day
     following  receipt  by  the  Syndication  Agent of  a  Compliance
     Certificate of the Company demonstrating that  the  ratio  of the
     consolidated   Total   Funded   Debt   of  the  Company  and  its
     Subsidiaries  to  Adjusted  EBITDA  as at the  last  day  of  the
     immediately preceding fiscal quarter of the Company shall be at a
     different  level  in  the table below, whereupon  the  Applicable

<PAGE>

     Margin shall be reduced or increased to the applicable percentage
     set  forth in such table.   Notwithstanding  the  foregoing,  the
     Applicable  Margin  shall not be reduced at any time during which
     an Event of Default shall have occurred and be continuing:

<TABLE>
<CAPTION>
                                  Applicable Margin for   Applicable Margin for
            Ratio of Total          Revolving Credit      Revolving Credit Loans
            Funded Debt to           Loans that are              that are
Level       Adjusted EBITDA          Base Rate Loans           LIBOR Loans
-----       ---------------          ---------------           -----------
  <S>          <C>                        <C>                      <C>
  I            >3.75:1                    2.00%                    3.50%
               -

  II           <3.75:1 and                1.75%                    3.25%
               >3.25:1
               -

  III          <3.25:1 and                1.50%                    3.00%
               >2.75:1
               -

  IV           <2.75:1 and                1.25%                    2.75%
               >2.25:1
               -

  V            <2.25:1                    1.00%                    2.50%
</TABLE>

               (ii) with reference  to  DD  Loans  that  are Base Rate
     Loans, an amount equal to 1.00%.

          Notwithstanding the foregoing, if, as a result of prevailing
     market conditions and despite a good faith effort by  Summit Bank
     to sell down a portion of its Commitments and Loans, Summit  Bank
     has  been  unable  by August 31, 2001 to reduce its Commitment to
     less than 50% of the sum of all Commitments, then the Syndication
     Agent and the Company  shall  in good faith negotiate an increase
     in the Applicable Margin to facilitate a sell down by Summit Bank
     of its Commitment and Loans.

          "Capital Event" shall mean  (i)  an  Equity Issuance, (ii) a
     Disposition, other than a Contemplated Disposition,  or  (iii) an
     issuance  by  any Obligor of any Indebtedness described in clause
     (a) or (b) of the definition "Indebtedness."

          "EBITDA" shall mean, for any period, for the Company and its
     Subsidiaries  (determined   on   a   consolidated  basis  without
     duplication in accordance with GAAP), the sum of (a) Consolidated
     Net  Income,  PLUS  (b)  depreciation  and  amortization  expense
     deducted  in the determination of such Consolidated  Net  Income,
     PLUS  (c)  Consolidated   Interest   Expense   deducted   in  the
     determination  of  such Consolidated Net Income, PLUS (d) federal
     and state income taxes  as determined in accordance with GAAP and
     deducted in the determination  of  such  Consolidated Net Income,
     MINUS  (e)  any  items of gain which are extraordinary  items  as
     defined in GAAP to  the  extent reflected in the determination of

<PAGE> 2

     Consolidated  Net  Income,  PLUS   (f)   any   losses  which  are
     extraordinary items as defined in GAAP to the extent reflected in
     the  determination of Consolidated Net Income PLUS  (g)  non-cash
     compensation  and  accruals,  PLUS  (h) non-cash contributions or
     accruals to or with respect to deferred profit sharing plans PLUS
     (i)  subject  to  the  approval of the Agent  in  its  reasonable
     discretion, non-recurring, non-cash expenses.

          "Excess Cash Flow" shall mean:

               (i) the sum of  the  following:  (A)  EBITDA  PLUS  (B)
     proceeds  of  business interruption or similar insurance PLUS (C)
     decreases in working  capital (but excluding from the calculation
     thereof (1) any change in working capital resulting solely from a
     change in the aggregate  outstanding  Revolving  Credit Loans for
     the period during which Excess Cash Flow is being  calculated and
     (2)  the portion of the DD Loans that would be deemed  a  current
     liability  for  the period during which Excess Cash Flow is being
     calculated) PLUS  (D)  cash  payments received as a result of tax
     refunds; MINUS

               (ii) the   sum  of   the   following:  (A) Consolidated
     Interest Expense plus scheduled  payments  of principal  on  term
     loans PLUS (B) Capital Expenditures that are not funded with debt
     or equity PLUS (C) increases in  working  capital (but  excluding
     from the  calculation thereof (1) any change in  working  capital
     resulting solely   from   a  change  in the aggregate outstanding
     Revolving  Credit  Loans  for the period during which Excess Cash
     Flow is being calculated  and  (2)  the  portion  of the DD Loans
     that  would  be deemed a current liability for the period  during
     which  Excess  Cash  Flow  is  being  calculated)  PLUS  (D) cash
     payments for taxes.

         Notwithstanding the foregoing, in no event shall the proceeds
     of a Capital Event  or a Contemplated  Disposition be included in
     the calculation of Excess Cash Flow.

          "Permitted Investments" shall mean (a) direct obligations of
     the  United  States  of  America,  or  of  any agency thereof, or
     obligations guaranteed as to principal and interest by the United
     States  of  America,  or of any agency thereof,  in  either  case
     maturing not more than  90  days  from  the  date  of acquisition
     thereof; (b) certificates of deposit issued by any Lender  or  by
     any  bank or trust company organized under the laws of the United
     States  of  America  or  any  state  thereof  and having capital,
     surplus and undivided profits of at least $500,000,000,  maturing
     not  more  than  90  days  from  the date of acquisition thereof;
     (c) commercial paper rated A-1 or  better  or  P-1  by Standard &
     Poor's   Corporation   or   Moody's   Investors  Services,  Inc.,
     respectively, maturing not more than six  months from the date of
     acquisition thereof; (d) commercial paper of  any  Lender (or any
     Affiliate  thereof located in the United States of America)  that
     is rated A-1  or better or P-1 by Standard and Poor's Corporation
     or Moody's Investors  Services,  Inc., respectively, maturing not
     more  than  six  months  from the date  of  acquisition  thereof;
     (e) repurchase agreements  entered  into  with any Lender or with
     any bank or trust company satisfying the conditions of clause (b)
     hereof that are secured by any obligation of  the  type described
     in  clauses (a) through (d) of this definition; (f) money  market

<PAGE> 3

     funds acceptable to the Required Lenders; and (g) Permitted Stock
     Repurchases.

          "Required  Lenders" shall mean (i) until such time as Summit
     Bank's Commitment  constitutes  less  than  50% of the sum of all
     Commitments, Lenders holding 100% of the Commitments  (or, if the
     Commitments  have  terminated  or  expired, 100% of the aggregate
     unpaid principal amount of the Loans),  and  (ii)  from and after
     the date on which Summit Bank's Commitment constitutes  less than
     50% of the sum of all Commitments, Lenders holding 66-2/3% of the
     Commitments  (or,  if the Commitments have terminated or expired,
     66-2/3% of  the aggregate unpaid principal amount of the Loans).

          "Revolving Credit  Commitment"  shall mean, for each Lender,
     the  obligation  of such Lender to make  Loans  in  an  aggregate
     principal amount at  any  one  time  outstanding  up  to  but not
     exceeding  the  amount set forth opposite the name of such Lender
     on  Schedule  1  under  the  caption "Amount  of  Commitment  for
     Revolving Credit Loan"  (as the same may be reduced  from time to
     time pursuant to  Section 2.3 hereof).   The aggregate  principal
     amount  of  the  Revolving  Credit  Commitments   was  originally
     $30,000,000  and,  from  and  after  November 10, 2000, shall  be
     $25,000,000.

          "Senior  Debt"  shall  mean Total Funded Debt of the Company
     and its Subsidiaries MINUS Subordinated Debt.

          "UCC" shall mean the Uniform  Commercial  Code  as in effect
     from  time to time in any applicable jurisdiction, including,  as
     and when adopted, the revisions to Article 9 thereof.

          (b)  The  following  definitions are hereby added to Section 1 of
the Credit Agreement:

          "Available Excess Cash  Flow"  shall mean (i) for the fiscal
     quarter ending September 30, 2000, 25% of the Excess Cash Flow of
     the Company for such fiscal quarter,  (ii) for the fiscal quarter
     ending December 31, 2000, the difference  between  (A) 25% of the
     Excess  Cash  Flow  of the Company for the six-month period  then
     ended and (B) the aggregate amount of Permitted Stock Repurchases
     (other  than  Permitted  Stock  Repurchases  made  with  the  net
     proceeds  of a Contemplated  Disposition)  made  by  the  Company
     during such six-month period, (iii) for the fiscal quarter ending
     March 31, 2001, the difference between (A) 25% of the Excess Cash
     Flow of the  Company for the nine-month period then ended and (B)
     the aggregate  amount  of Permitted Stock Repurchases (other than
     Permitted Stock Repurchases  made  with  the  net  proceeds  of a
     Contemplated  Disposition)  made by the Company during such nine-
     month period, and (iv) for the  fiscal  quarter  ending  June 30,
     2001  and  each of the Company's fiscal quarters thereafter,  the
     difference between (A) 25% of the Excess Cash Flow of the Company
     for the 12-month  period  then ended and (B) the aggregate amount
     of  Permitted  Stock  Repurchases  (other  than  Permitted  Stock
     Repurchases  made  with  the   net  proceeds  of  a  Contemplated
     Disposition) made by the Company during such 12-month period.

<PAGE> 4

          "Contemplated Dispositions"  shall collectively mean (i) the
     sale of the Company's Tampa Bay Academy, (ii) the sale of certain
     undeveloped land owned by the Company and located in the State of
     Washington  and  (iii)  the assignment  to,  and  assumption  by,
     Dominion Management Group  of  the  contracts for the Crowley and
     McLoud facilities.

          "Permitted Stock Repurchase" shall  mean a repurchase by the
     Company on the open market of its publicly  traded capital stock,
     so long as (i) such repurchases do not exceed  $10,000,000 in the
     aggregate, (ii) the amount of such repurchases made  from time to
     time  with  the  net  proceeds  of  the Contemplated Dispositions
     received  by  the  Company  does not exceed  the  lesser  of  (A)
     $4,000,000 or (B) 50% of the net proceeds received by the Company
     from the Contemplated Dispositions,  as  certified  by  a  senior
     financial  officer  of the Company in a certificate delivered  to
     the Syndication Agent  prior to each such repurchase,  (iii) each
     repurchase other than the  repurchases described in the preceding
     clause (ii) is in an amount  that  does  not  exceed  25%  of the
     Available Excess Cash Flow of the Company, as demonstrated in the
     Compliance Certificate delivered by the Company as at the end  of
     each  of  its fiscal quarters and (iv) no Event of Default exists
     at the time of, or would result from, such repurchase.

          "Total  Funded Debt" shall mean, for any Person at any date,
     without duplication,  (a)  all  indebtedness  of  such Person for
     borrowed money (whether by loan or the issuance and  sale of debt
     securities)  or  for  the deferred purchase price of property  or
     services (other than current  trade  liabilities  incurred in the
     ordinary  course  of  business  and  payable  in accordance  with
     customary practices), (b) any other indebtedness  of  such Person
     which  is  evidenced  by  a  note,  bond,  debenture  or  similar
     instrument,  (c)  all  obligations  of  such Person under Capital
     Leases, (d) all obligations of such Person  in respect of letters
     of credit, acceptances or similar instruments  issued  or created
     for  the  account  of  such  Person,  (e)  the  principal balance
     outstanding  under  any synthetic lease, tax retention  operating
     lease,  off-balance  sheet  loan  or  similar  off-balance  sheet
     financing product to which  such  Person  is  a party, where such
     transaction  is  considered borrowed money indebtedness  for  tax
     purposes but is classified  as  an  operating lease in accordance
     with GAAP.

          (c)  Each of the definitions "Applicable  Commitment  Fee  Rate,"
"Consolidated   Debt   Service,"   "Consolidated   Interest   Expense"  and
"Subordinated  Debt"  appearing  in  Section  1 of the Credit Agreement  is
hereby amended by substituting the term "Total  Funded  Debt"  for the term
"Indebtedness,"   wherever   "Indebtedness"   appears   in   the  foregoing
definitions.

          (d)  Section 2.10.2 of the Credit Agreement is hereby  amended to
read in its entirety as follows:

<PAGE> 5

          2.10.2  Excess Cash Flow.

          Not  later  than  90 days after the end of each fiscal year,
     commencing with the fiscal  year  ending  December  31, 2000, the
     Company shall prepay the DD Loans in an aggregate amount equal to
     (i) 25% of the Excess Cash Flow for such fiscal year (computed on
     the basis of the financial statements provided to the Syndication
     Agent pursuant to Section 9.1(c) hereof); PROVIDED, HOWEVER, such
     prepayment  shall  only be required if the ratio of Total  Funded
     Debt to EBITDA as at  the  end  of  such  fiscal  year  equals or
     exceeds 2.0 to 1.0 PLUS (ii) the amount, if any, by which (A) the
     aggregate  amount  of  Permitted Stock Repurchases (but excluding
     therefrom Permitted Stock  Repurchases made with the net proceeds
     of a Contemplated Disposition)  made  by  the  Company during the
     immediately  preceding  fiscal  year  (or,  in  the case  of  the
     Company's  fiscal  year  ending  December  31,  2000, during  the
     immediately  preceding six-month period) exceeds (B)  the  Excess
     Cash Flow of the Company for such fiscal year (or, in the case of
     the Company's fiscal year ending December 31, 2000, for such six-
     month period).  The  Company shall demonstrate its computation of
     Excess Cash Flow and its prepayment of the DD Loans in its annual
     Compliance Certificate for such year.

          (e)  Section 8.1.26  of the Credit Agreement is hereby amended to
read in its entirety as follows:

          8.1.26 Default Of Total Funded Debt, Use Permits, Orders and
     Other Agreements.

               No Obligor is in  breach or default of, and no event of
     default or event, which with  the  passage  of  time or giving of
     notice or both, would constitute, mature into or become a default
     or event of default, has occurred and is continuing  with respect
     to (i) any Total Funded Debt of any kind or nature, (ii)  any Use
     Permit, (iii) any judgment, order, award or decree issued by  any
     court  or  governmental  or  administrative  agency,  or (iv) any
     agreement  to which it is a party, which breach or default  might
     have a Material Adverse Effect.


          (f)  Section  9.1.6(f)  of the Credit Agreement is hereby amended
to read in its entirety as follows:

               (f) deposits to secure  the  performance of bids, trade
     contracts (other than for Indebtedness described  in  clauses (a)
     through  (d)  or (h) of the definition of Indebtedness),  leases,
     statutory obligations, surety and appeal bonds, performance bonds
     and other obligations  of  a like nature incurred in the ordinary
     course of business;

          (g)  Section 9.1.7 of the  Credit  Agreement is hereby amended to
read in its entirety as follows:

          9.1.7 Total Funded Debt.

<PAGE> 6

               The Company will not, nor will  it  permit  any  of its
     Subsidiaries  to,  create,  incur  or  suffer  to exist any Total
     Funded Debt except (without duplication):

               (a)  Total Funded Debt arising pursuant  to  the  Basic
     Documents or the Operative Documents;

               (b) Total  Funded  Debt  outstanding on the date hereof
     and listed in Part A of SCHEDULE 8.1.12 hereto;

               (c) Total Funded Debt of Subsidiaries of the Company to
     the Company or to other Subsidiaries of the Company;

               (d)  Total  Funded  Debt  of  the   Company   and   its
     Subsidiaries  secured  by  Liens  permitted  under  Section 9.1.6
     (other  than  Section  9.1.6(h))  hereof  up to but not exceeding
     $500,000 at any one time outstanding;

               (e)  Total Funded Debt of one or more  Special  Purpose
     Subsidiaries in  an aggregate amount not exceeding $20,000,000 at
     any one time outstanding;

               (f)  Total   Funded   Debt  consisting  of  any  future
     Synthetic Lease Financing; and

               (g) additional Total Funded Debt of the Company and its
     Subsidiaries  (including,  without   limitation,   Capital  Lease
     obligations)  up  to but not exceeding $500,000 at any  one  time
     outstanding.

          (h)  Section 9.1.9  of  the Credit Agreement is hereby amended to
read in its entirety as follows:

          9.1.9 Dividend Payments.

          The  Company  will  not, nor  will  it  permit  any  of  its
     Subsidiaries to, declare or  make  any  Dividend  Payment  at any
     time,  except  a  Dividend  Payment  (i) from a Subsidiary to the
     Company in order to fund the mandatory  prepayment required under
     Section  2.1.10 hereof upon the occurrence  of  a  Capital  Event
     involving such Subsidiary and (ii) constituting a Permitted Stock
     Repurchase.

          (i)  Section  9.1.10 of the Credit Agreement is hereby amended to
read in its entirety as follows:

          9.1.10  Total Funded Debt to Adjusted EBITDA Ratio.

          The  Company  will   not   permit   the  ratio  of  (i)  the
     consolidated   Total   Funded  Debt  of  the  Company   and   its
     Subsidiaries as of the last  day  of  any  fiscal  quarter of the
     Company  ending  during  any  test period set forth in the  table
     below, to (ii) Adjusted EBITDA for the period of four consecutive

<PAGE> 7

     fiscal quarters ending on the same  day,  to  be greater than the
     ratio set forth opposite such test period below:

              Four Fiscal
            Quarters Ending                        Ratio
            ---------------                        -----
            September 30, 2000                     3.25:1

            December 31, 2000                      2.50:1
            and thereafter

          (j)  Section  9.1.11 of the Credit Agreement is hereby amended to
read in its entirety as follows:

               9.1.11   Senior Debt to Adjusted EBITDA Ratio.  [deleted]

          (k)  Section 9.1.12  of the Credit Agreement is hereby amended to
read in its entirety as follows:

          9.1.1 Consolidated Net Worth.

               The Company will not permit its Consolidated Net Worth to be
     less than its Consolidated Net Worth as at June 30, 2000 PLUS (i)
     90% of the Company's cumulative,  positive  (any  loss  shall  be
     treated as zero) Consolidated Net Income earned from July 1, 2000
     through  the  date  of  determination  PLUS, (ii) 100% of the net
     proceeds of Equity Issuances from July 1,  2000 through such date
     of  determination MINUS (iii) the aggregate amount  of  Permitted
     Stock  Repurchases  made  from  July 1, 2000 through such date of
     determination.

          (l)  Section 9.1.13 of the Credit  Agreement is hereby amended to
read in its entirety as follows:

               9.1.13 Consolidated Total Funded Debt to Net Worth Ratio.

               The  Company  will  not permit the  ratio  of  (i)  the
     consolidated  Total  Funded  Debt   of   the   Company   and  its
     Subsidiaries  to  (ii)  the  sum of the consolidated Total Funded
     Debt of the Company and its Subsidiaries  PLUS  Consolidated  Net
     Worth to exceed 70% at any time prior to December 31, 2001 or 65%
     from and after such date.

          (m)  Section 10.1(b) of the Credit Agreement is hereby amended to
read in its entirety as follows:

          (b)  The Company or any of its Subsidiaries shall default in
     the payment  when  due  of any principal of or interest on any of
     its other Total Funded Debt  aggregating  $250,000 or more, or in
     the  payment  when  due  of  any amount under any  Interest  Rate
     Protection  Agreement,  or  any  event  specified  in  any  note,

<PAGE> 8

     agreement, indenture or other document  evidencing or relating to
     any such Total Funded Debt or any event specified in any Interest
     Rate Protection Agreement shall occur if the effect of such event
     is to cause, or (with the giving of any notice  or  the  lapse of
     time  or  both)  to  permit  the  holder or holders of such Total
     Funded Debt (or a trustee or agent  on  behalf  of such holder or
     holders) to cause, such Total Funded Debt to become due, or to be
     prepaid  in  full  (whether  by  redemption, purchase,  offer  to
     purchase or otherwise), prior to its  stated  maturity; or in the
     case  of any Interest Rate Protection Agreement,  to  permit  the
     payments  owing  under such Interest Rate Protection Agreement to
     be liquidated or the  Company shall be in default in or obligated
     to pay any "Recourse Deficiency  Amount" (as that term is defined
     in the Master Agreement) in respect  of  the 1999 Synthetic Lease
     Financing; or

          (n)  Section 12.6(b) of the Credit Agreement is hereby amended to
read in its entirety as follows:

               (b)   Each  Lender  may,  with  the  consent   of   the
     Syndication Agent  and (in the case of a Revolving Credit Lender)
     the Letter of Credit  Issuer, assign any of its Loans, its Notes,
     its  Letter  of Credit Liabilities  and  its  Commitments  to  an
     Eligible Assignee  PROVIDED  that  (i)  no  such  consent  by the
     Syndication Agent shall be required in the case of any assignment
     to  another  Lender  or an Affiliate of an assigning Lender; (ii)
     any such partial assignment  shall be in an amount at least equal
     to $5,000,000 and, after giving effect thereto, the Commitment of
     both the assignor and the assignee is at least $1,000,000, unless
     the assignee is an Affiliate of  an  assigning  Lender; and (iii)
     each such assignment by a Lender of its Loans, Letter  of  Credit
     Liabilities  or  Commitment  shall be made in such manner so that
     the same portion of its Loans,  Letter  of Credit Liabilities and
     Commitment  is  assigned  to  the  respective   assignee.    Upon
     execution  and  delivery  by the assignor and the assignee to the
     Syndication  Agent  of  an Assignment  and  Assumption  Agreement
     substantially in the form  of  EXHIBIT  C hereto (the "ASSIGNMENT
     AND ASSUMPTION AGREEMENT") pursuant to which such assignee agrees
     to become a "Lender" hereunder (if not already  a  Lender) having
     the  Commitment(s),  Letter  of  Credit  Liabilities  and   Loans
     specified  in  such Assignment and Assumption Agreement, and upon
     the consent thereto  by  the  Syndication  Agent,  to  the extent
     required  above,  the assignee shall have, to the extent of  such
     assignment (unless otherwise provided in such assignment with the
     consent of the Syndication  Agent),  the  obligations, rights and
     benefits of a Lender hereunder holding the  Commitment(s), Letter
     of Credit Liabilities and Loans (or portion thereof)  assigned to
     it   (in   addition   to  the  Commitment(s),  Letter  of  Credit
     Liabilities and Loans, if any, theretofore held by such assignee)
     and the assigning Lender shall, to the extent of such assignment,
     be released from the Commitment(s)  (or  portion(s)  thereof)  so
     assigned.   Upon  each  such assignment, (x) the assigning Lender
     shall pay the Syndication  Agent an assignment fee of $3,500, and
     (y) the assignee shall for all  purposes be deemed a party to the
     Intercreditor Agreement.  Within five Business Days after receipt
     by the Company of (i) notice from  the  Syndication  Agent of any
     assignment  made  pursuant  to  this  Section  12.6(b)  and  (ii)

<PAGE> 9

     Substitute  Notes  reflecting  the Commitments and Loans assigned
     hereunder, the Company shall execute  and  deliver  such Notes to
     the   Syndication  Agent  for  distribution  to  the  appropriate
     parties.

          (o)  Schedule  1  to  the Credit Agreement is hereby deleted
and replaced with Schedule 1 to this Agreement.

          (p)  Part A of Schedule  8.1.12  to  the Credit Agreement is
hereby deleted and replaced with Schedule 8.1.12 to this Agreement.

          (q)  Exhibit B to the Credit Agreement is hereby deleted and
replaced with Exhibit B to this Agreement.

     3.   Guaranty   Reaffirmation.   The  Subsidiary   Guarantors   hereby
acknowledge and agree to the amendments to the Credit Agreement effected by
this Agreement.  Each  of the Subsidiary Guarantors hereby reaffirms all of
the terms and conditions  of  the  guaranty  set  forth in Section 6 of the
Credit Agreement and agrees that such guaranty is applicable  to all of the
Guaranteed  Obligations,  as  amended  by  this Agreement and the documents
being executed and delivered pursuant hereto.   The  Subsidiary  Guarantors
hereby  acknowledge  and  agree  that  they  have  no  defenses, offsets or
counterclaims with respect to the Guaranteed Obligations  and  hereby waive
and  release all claims against the Syndication Agent and the Lenders  with
respect thereto.

     4.   Substitute  Notes.   To  evidence  the  decrease in the aggregate
Revolving  Credit Commitment from $30,000,000 to $25,000,000,  the  Company
is,  concurrently  herewith,  executing  and  delivering  to  each  of  the
Revolving  Credit  Lenders  a  substitute  Revolving  Credit  Note  (each a
"Substitute Note") in substitution for, but not repayment of, the Revolving
Credit  Note (each a "Prior Note") heretofore issued to each such Revolving
Credit Lender.   The  parties  acknowledge and agree that the execution and
delivery  of  the  Substitute  Notes  shall  not  constitute  a  repayment,
refinancing, accord and satisfaction  or novation of the Prior Notes or the
indebtedness evidenced thereby.

     5.   Representations  And  Warranties.    In   order   to  induce  the
Syndication  Agent and the Lenders to enter into this Agreement  and  amend
the Credit Agreement as provided herein, each Obligor hereby represents and
warrants to the  Syndication Agent and the Lenders that:

          (a)  All  of  the  representations and warranties of the Obligors
set forth in the Credit Agreement  are  true,  complete  and correct in all
material  respects  on  and as of the date hereof with the same  force  and
effect as if made on and  as  of  the  date  hereof  and as if set forth at
length herein.

          (b)  No  Default  or  Event of Default presently  exists  and  is
continuing on and as of the date hereof.

          (c)  Since  the  date of  the  Obligors'  most  recent  financial
statements delivered to the  Syndication  Agent, no Material Adverse Effect
has occurred, and no event has occurred or failed to occur which has had or
is likely to have a Material Adverse Effect.

<PAGE> 10

          (d)  Each  Obligor  has  full power  and  authority  to  execute,
deliver and perform any action or step  which may be necessary to carry out
the  terms  of  this  Agreement  and all other  agreements,  documents  and
instruments,  if  any,  executed and  delivered  by  the  Obligors  to  the
Syndication Agent and the  Lenders  concurrently  herewith or in connection
herewith (collectively, the "Amendment Documents"); each Amendment Document
to  which  any  of  the  Obligors  is  a party has been duly  executed  and
delivered by such Obligors and is the legal,  valid  and binding obligation
of such Obligor enforceable in accordance with its terms,  subject  to  any
applicable  bankruptcy,  insolvency,  general  equity  principles  or other
similar laws affecting the enforcement of creditors' rights generally.

          (e)  The  execution,  delivery  and  performance of the Amendment
Documents will not (i) violate any provision of  any existing law, statute,
rule,  regulation  or  ordinance binding upon the Obligors,  (ii)  conflict
with,  result in a breach  of,  or  constitute  a  default  under  (A)  the
certificate  of  incorporation  or  by-laws  or  other equivalent formation
documents of any Obligor, (B) any order, judgment,  award  or decree of any
court,  governmental  authority,  bureau  or  agency, or (C) any  mortgage,
indenture,  material  lease,  contract  or  other  material   agreement  or
undertaking to which any Obligor is a party or by which any Obligor  or its
properties  or  assets  may  be  bound,  or (iii) result in the creation or
imposition of any lien or other encumbrance  upon  or  with  respect to any
property  or  asset  now owned or hereafter acquired by any Obligor,  other
than liens in favor of the Syndication Agent for the ratable benefit of the
Lenders.

          (f)  No consent,  license,  permit, approval or authorization of,
exemption by, notice to, report to, or  registration, filing or declaration
with any Person is required in connection  with  the  execution,  delivery,
performance  by the Obligors of the Amendment Documents or the transactions
contemplated thereby.

     6.   Syndication Agent's Costs.  The Company shall on demand reimburse
the Syndication Agent for all out-of-pocket costs, including legal fees and
expenses, incurred  by  the  Syndication  Agent  in  connection  with  this
Agreement and the other Amendment Documents and the transactions referenced
herein.

     7.   No  Change.   Except  as  expressly  set forth herein or modified
hereby,  all of the terms and provisions of the Credit  Agreement  and  the
other Basic  Documents  are  hereby  reaffirmed  in  their  entirety  shall
continue in full force and effect.

     8.   Counterparts;  Effectiveness.  This Agreement may be executed  in
any number of counterparts,  each  of which shall be an original and all of
which shall constitute one and the same  instrument.   This Agreement shall
not be binding upon any party until all parties hereto have  executed  this
Agreement and delivered it to the Syndication Agent.

<PAGE> 11

     9.   Governing Law.  This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

     IN  WITNESS WHEREOF, the undersigned have caused their duly authorized
representatives  to  execute  and  deliver this Agreement as of the day and
year first above written.

                              CORRECTIONAL SERVICES CORPORATION,
                              a Delaware corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL, INC.
                              a Maryland corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              FF&E, INC., a New Jersey corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              COMMUNITY CORRECTIONS, INC., a
                              Texas corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President

                    (Signatures continued on next page)

<PAGE> 12

                              YOUTH SERVICES INTERNATIONAL
                              OF NORTHERN IOWA, INC., an
                              Iowa corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF BALTIMORE, INC., a Maryland
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF VIRGINIA, INC., a Virginia
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              HOLDINGS, INC., a Delaware corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                    (Signatures continued on next page)

<PAGE> 13

                              YOUTH SERVICES INTERNATIONAL
                              REAL PROPERTY PARTNERSHIP, LLP,
                              a Maryland limited liability partnership



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President of Both
                                    Partners


                              YOUTH SERVICES INTERNATIONAL
                              OF DELAWARE, INC., a Delaware
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF ILLINOIS, INC., a Maryland
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF MARYLAND, INC., a Maryland
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                    (Signatures continued on next page)

<PAGE> 14

                              YOUTH SERVICES INTERNATIONAL
                              OF MINNESOTA, INC., a Maryland
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF SOUTH DAKOTA, INC., a South Dakota
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF TEXAS, INC., a Texas
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YSI OF CENTRAL IOWA, INC.,
                              an Iowa corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                    (Signatures continued on next page)

<PAGE> 15

                              YOUTH SERVICES INTERNATIONAL
                              OF IOWA, INC., a Maryland
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF MICHIGAN, INC., a Michigan
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF MISSOURI, INC., a Missouri
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              YOUTH SERVICES INTERNATIONAL
                              OF TENNESSEE, INC., a Maryland
                              corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President

                    (Signatures continued on next page)

<PAGE> 16

                              YOUTH SERVICES INTERNATIONAL
                              SOUTHEASTERN PROGRAMS, INC.,
                              a Maryland corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              CSC MANAGEMENT DE PUERTO RICO, INC.,
                              a Puerto Rico corporation



                              By:   /s/ Ira M. Cotler
                                    ----------------------------
                                    Ira M. Cotler
                                    Executive Vice President


                              SUMMIT BANK,
                              as the Syndication Agent and a Lender



                              By:   /s/ Lisa Cohen
                                    ___________________________
                                    Lisa Cohen
                                    Vice President


                              SUNTRUST BANK, NASHVILLE, N.A.,
                              as a Lender



                              By:   /s/ William H. Crawford
                                    ___________________________
                                    William H. Crawford
                                    Vice President


                              BANCO POPULAR NORTH AMERICA


                              By:   /s/ Ronald B. Goldberg
                                    ___________________________
                                    Ronald B. Goldberg
                                    Vice President