Exhibit 10.40

         OMB 1103-0018 exp. 02/28/98

               1.  AWARD/CONTRACT

               2.  CONTRACT (Proc. Inst. J200c-280

               3.  EFFECTIVE DATE   October 1, 1996

               4.  Requistition/Purchase Reqeust Brown/289


         5.       ISSUED BY
                  U.S.. Department of Justice
                  Federal Bureau of Prisons
                  320 First Street, NW
                  Washington, DC   20534

         6        Elizabeth S. Gorman
                  Contract Specialist
                  (202) 307-3069

         7.       NAME AND ADDRESS OF CONTRACTOR (NO. STREET, CITY, COUNTY,
                  STATE, AND ZIP CODE)
                  Esmor Correctional Services, Inc.
                  1819 Main Street, Suite 1000
                  Sarasota, FL    34236
                           Attn:    James F. Slattery President

         8.                X Other - Destination

         9.       Discount for prompt payment:                Net 30 days

         10.      Part I Section G

        11.       SHIP TO/Ma RK FOR
                  Bronx Community Corrections Center
                  2524 Creston Avenue
                  Bronx, NY


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         12.      Payment will be made
                  Federal Bureau of Prisons
                  US Customs House - 7th Floor, Attn: Accounting
                  2nd and Chestnut Streets
                  Philadelphia, PA  19106

         14.      72-T-270-420-215-2506 FUNDS ARE OBLIGATED BY EACH DELIVERY
         ORDER

                  15A.  1          15B      Provide Residential Community
                  Corrections Center Services for male and Female Federal
                  Offenders in accordance with RFP 200-296-NE

         15C      32,850   MANDAYS          75.00    2,463,750.00
                  w/Gov't unilateral right to exercise three one-year
                  options at
                  17,155   MANDAYS          80.00
                  17,520   MANDAYS          85.00
                  17,885   MANDAYS          90.00 for each option year
                  respectively


         15G.    TOTAL AMOUNT OF CONTRACT   $2,463,750.00



16. TABLE OF CONTENTS

<TABLE>
<CAPTION>

(V) [SEC. I                DESCRIPTION                                       DESCRIPTION
                      PART I -THE SCHEDULE                           PART 11 -CONTRACT CLAUSES

<S>                            <C>                                              <C> 


  X        A    SOLICITATION/CONTRACT FORM                               I    CONTRACT CLAUSES

  X        B    SUPPLIES OR SERVICES AND PRICES/COSTS

                PART III - LIST OF DOCUMENTS, EXHIBITS AND
                OTHER ATTACH.

  X        C    DESCRIPTION/SPECS./WORK STATEMENT                        J    LIST OF ATTCHMENTS

  X        D    PACKAGING AND MARKING

                PART IV - REPRESENTATIONS AND INSTRUCTIONS

  X        E    INSPECTION AND ACCEPTANCE                                K    REPRESENTATIONS, CERTIFICATIONS
 
  X        F    DELIVERIES OR PERFORMANCE                                     OTHER STATEMENT OF OFFERORS

  X        G    CONTRACT ADMINISTRATION DATA                             L    INSTRS., CONDS., AND NOTICES TO OFFERORS

  X        H        SPECIAL CONTRACT REQUIREMENTS                        M    EVALUATION FACTORS FOR AWARD


</TABLE>


CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE

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     17. lX-] CONTRACTOR'S  NEGOTIATED AGREEMENT (Contractor is required to sign
this document and return 2.

     Contractor  agrees to furnish  and  deliver  all Items or  perform  all the
services set forth or otherwise  Identified above and on any continuation sheets
for the consideration  stated herein.  The rights and obligations of the parties
to this contract  shall be subject to and governed by the  following  documents:
(a) this award/contract,  (b) the solicitation, If any, and (c) such Provisions,
representations,  and  specification  as they are  attached or  incorporated  by
reference herein. (Attachments are listed herein).



NAME AND TITLE OF SIGNER


James F. Slattery,   President
Esmor Correctional Services, Inc

Date signed 7/24/96

19B. NAME OF CONTRACTOR

SIGNED


     18. AWARD (Contractor is not required to sign this document.) Your offer on
Solicitation  Number  including  the  additions  or  Changes  made by you  which
additions or changes are set forth in full above,  is hereby  accepted as to the
Items listed above and on any continuation  sheets.  This award  consummates the
contract  which  consists  of the  following  documents:  (a)  the  Government's
solicitation  and  your  offer,  and  (b)  this   award/contract  .  no  further
contractual document Is necessary.


20 A.  NAME OF  CONTRACTING  OFFICER

      Rodney A. Anderson

19.      Date signed  7/29/96


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Ref. No. J200c-280

pages 2 OF 9

Esmor Correctional Services, Inc.

AWARD/CONTRACT CONTINUED --

     Business, Past Performance, and Technical Proposal, signed by the President
of Esmor Correctional Services, Inc. on January 9, 1996, and the following;

     Clarifications  and  Deficiencies  Response dated April 22, 1996;  Best and
Final Offer dated May 16, 1996; Subcontracting Plan dated 07/10/96.

Base Period:                  $75.00 (2 Years)
Option Year 1:                $80.00 .-
Option Year 2:                $85.00
Option Year 3:                $90.00.

     2.  Performance  shall  begin no later than  October 1, 1996,  and upon the
Government I s issuance of Notice to Proceed.

     3. Home  Confinement  and Furlough  services  shall be provided at one-half
(1/2) the rate of regular manday services.

     4.  Option  Year  number 1,, if  exercised,  will begin on October 1, 1998.
Option Years 2, and 3, if exercised, will begin on October 1.

     5. "The  Government  intends to refer all eligible CCC  requirements  under
this solicitation to the successful Contractor". The Base Period and Option Year
dates have been revised to reflect the following:

Base Period:      10/01/96 - 09/30/98
Option Year 1:    10/01/98 - 09/30/99
Option Year 2     10/01/99 - 09/30/2000
Option Year 3:    10/01/00 - 09/30/2001

Section I:

     6. Revise: Section F.2 Deliveries to Add Tora Bunch, Contract Specialist.

     7.  Delete:  FAR  52.225-17,  Buy  American  Act--Supplies  Under  European
Community Agreement (MAY 1995)

     8. Update: FAR 52.215-27, Termination of Defined Benefit Pension Plans (MAY
1996) :

     9.  Update:   FAR   52.215-39,   Reversion  or   Adjustment  of  Plans  for
Post-retirement Benefits Other than Pension (PRB) (MAR 19 9 6)



CONTINUATION SHEET

J200c-280
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Esmor Correctional Services, Inc.

AWARD/CONTRACT CONTINUED --



     10. Update: FAR 52.209-5,  Certification  Regarding Debarment,  Suspension,
Proposed Debarment, and other Responsibility Matters (MAR 1996)

11. Update:       52.232-17, Interest (JUN 1996)

Section K:
     12.  Delete:  FAR  52.225-16,  Buy American  Act--Supplies  Under  European
community Agreement Certificate (MAY, 1993)

     13.  Incorporate:  FAR  52.209-7,  .  Organizational  Conflicts of Interest
Certificate-Marketing Consultants (OCT 1995) (Full Text)

Section L:
     14. Incorporate: FAR 52.215-16, Contract Award (OCT 1995) (Full text)

     15. Incorporate:  FAR 52.21,5-41,  Requirements for Cost or Pricing Data or
Information other than Cost or Pricing Data (OCT 1995) (Full Text)

     16. Remove the statement in section I, I-5 52.216-19, that . reads: *may be
exceeded by up to 25 percent as provided at Item B.1.

     17. Incorporate revised language in number 1 and 2 as follows:

     (1) Any order for a single item in excess of (no maximum) cited due to this
being a requirements-type  contract. (A requirements-type  contract is one which
the purchaser agrees to buy all of its ' needs for the specified services herein
from the award to fill all of the  purchaser's  needs  during  the period of the
contract.)  (2) Any order for a  combination  of items in excess of (no maximum)
cited  due to this  being a  requirements-type  contract.  (A  requirements-type
contract  is one in which the  purchaser  agrees to buy all of its needs for the
specified  services  herein from the awardee to fill all the  purchaser's  needs
during the period of the contract.)

     18. Section K, K.11 (a)(1) 52.219-1, Small Business Program Representations
(OCT 1995) the  Standard  Industrial  Classification  (SIC) Code 8361  should be
incorporated into this contract.


     A. 1 52.209-7  ORGANIZATIONAL  CONFLICTS OF INTEREST  CERTIFICATE-MARKETING
CONSULTANTS (OCT 1995)

(a)     Definitions.

     (1) "Marketing  consultant" means any independent  contractor who furnishes
advice,  information,  direction  or  assistance  to an  offeror  or  any  other
contractor  in  support  of the  preparation  or  submission  of an offer  for a
Government  contract  by  that  offeror.  An  independent  Contractor  is  not a
marketing consultant when rendering--


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     (i) Services excluded in subpart 37.2;

     (ii) Routine  engineering  and technical  services  (such as  installation,
operation,  or  maintenance  of systems,  equipment,  software,  components,  or
facilities);

     (iii) Routine legal, actuarial, auditing, and accounting services; or

     (iv) Training services.

     (2)  Organizational  conflict  of  interest  means  that  because  of other
activities  or  relationships   with  other  persons,  a  person  is  unable  or
potentially  unable to render impartial  assistance or advice to the Government,
or the person's  objectivity  in  performing  the  contract  work is or might be
otherwise impaired, or a person has an unfair competitive advantage.

     (b) An individual or firm that employs,  retains, or engages  contractually
one or more marketing consultants in connection with a contract, shall submit to
the  contracting  officer,  with  respect  to  each  marketing  consultant,  the
certificates  described  below, if the individual or firm is notified that it is
the apparent successful offeror.

     (c) The certificate must contain -the following:

     (1) The name of the agency and the number of the solicitation in question.

     (2)  The  name,   address,   telephone   number,   and   federal   taxpayer
identification number of the marketing consultant.

     (3) The name,  address and  telephone  number of a responsible . officer or
employee of the marketing consultant who has personal knowledge of the marketing
consultants involvement in the contract.


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A.1    (Continued)



     (4) A  description  of the  nature  of the  services  rendered  by or to be
rendered by the marketing consultant.

     (5) The name, address,  and telephone number of the client or clients,  and
the name of a responsible officer or employee of the marketing consultant who is
knowledgeable  about the services provided to such client(s),  and a description
of the  nature  of the  services  rendered  to  such  client(a),  if,  based  an
information  provided  to  the  contractor  by  the  marketing  consultant,  any
marketing  consultant is rendering  or, in the 12* months  preceding the date of
the certificate has rendered services  respecting the same subject matter of the
instant  solicitation,  or directly  relating  to such  subject  matter,  to the
Government or any other client (including any foreign government or person).

     (6) A  statement  that the person who signs the  certificate  for the prime
Contractor  has informed the  marketing consultant of the existence of Subpart
9.5 and office of Federal Procurement Policy Letter 89-1.

     (7) The signature,  name, title,  employer's name,  address,  and telephone
number  of the  persons  who  signed  the  certificates  for both  the  apparent
successful offeror and the marketing consultant.

     (d) In  addition,  the apparent  successful  offeror  shall  forward to the
Contracting  Officer a certificate  signed by the marketing  consultant that the
marketing consultant has been told of the existence of Subpart 9.5 and Office of
Federal  Procurement  Policy Letter 89-1, and the marketing  consultant has made
inquiry,  and  to the  best  of  the  consultant's  knowledge  and  belief,  the
consultant has provided no unfair competitive  advantage to the prime Contractor
with respect to the Services  rendered or to be rendered in connection  with the
solicitation,  or that any unfair competitive advantage that, to the best of the
consultant's  knowledge and belief, does or may exist, has been disclosed to the
offeror.

     (e)  Failure of the  offeror to provide  the  required  certifications  may
result in the offeror being determined  ineligible for award.  Misrepresentation
of any fact may result In the  assessment  of  penalties  associated  with false
certifications or such other provisions provided for by law or regulation.

     *If approved by the head of the  contracting  activity,  this period may be
increased up to 36 months.



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     A.1 52.215-16 CONTRACT AWARD (OCT 1995) ALTERNATE II (OCT 1995)

     (a) The Government will award a contract  resulting from this  solicitation
to the responsible  offeror whose offer conforming to the  solicitation  will be
most advantageous to the Government,  cost or price and other factors, specified
elsewhere in this solicitation, considered.

     (b) The  Government  may (1) reject any or all offers if such  action is in
the public  interest,  (2) accept  other  than the lowest  offer,  and (3) waive
informalities and minor irregularities in offers received.

     (c) The  Government  intends  to  evaluate  proposals  and award a contract
without  discussions  with  offerors  (except  communications  conducted for the
purpose of minor  clarification).  Therefore,  each initial offer should contain
the offeror's best terms from a cost or price and technical standpoint. However,
the Government  reserves the right to conduct discussions if later determined by
the Contracting officer to be necessary.

     (d) The  Government  may  accept  any item or  group of items of an  offer,
unless the offeror qualifies the offer by specific limitations. UNLESS OTHERWISE
PROVIDED IN THE SCHEDULE, OFFERS MAY BE SUBMITTED FOR QUANTITIES LESS THAN THOSE
SPECIFIED.  THE GOVERNMENT RESERVES THE RIGHT TO MAKE AN AWARD ON ANY ITEM FOR A
QUANTITY  LESS THAN THE QUANTITY  OFFERED,  AT THE UNIT COST OR PRICES  OFFERED,
UNLESS THE OFFEROR SPECIFIES OTHERWISE IN THE OFFER.

     (e) A written award or acceptance of offer mailed or otherwise furnished to
the successful  offeror  within the time for  acceptance  specified in the offer
shall  result in a binding  contract  without  further  action by either  party.
Before the offer's specified expiration time, the Government may accept an offer
(or part of an offer, as provided in paragraph (d) above),  whether or not there
are  negotiations  after its receipt,  unless a written  notice of withdrawal is
received before award.  Negotiations  conducted after receipt of an offer do not
constitute a rejection or counteroffer by-the Government.

     (f) Neither  financial data submitted  with an offer,  nor  representations
concerning facilities or financing,  will form a part of the resulting contract.
However,  if the  resulting  contract  contains  a clause  providing  for  price
reduction for defective cost or pricing data, the contract price will be subject
to reduction if cost or pricing data furnished is incomplete, inaccurate, or not
current.



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A.1    (continued)



     (g) The  Government  may  determine  that an offer is  unacceptable  if the
prices proposed are materially  unbalanced  between line items or subline items.
An offer is materially  unbalanced when it is based on prices significantly less
than  cost for some  work and  prices  which  are  significantly  overstated  in
relation to cost for other  work,  and if there is a  reasonable  doubt that the
offer will result in the lowest overall cost to the  Government,  even though it
may be the low  evaluated  offer,  or it is so unbalanced as to be tantamount to
allowing an advance payment.

     (h) The  Government  may disclose the following  information  in post-award
debriefing  to other  offerors:  (1) the  overall  evaluated  cost or price  and
technical  rating of the  successful  offeror;  (2) the  overall  ranking of all
offerors,  when any ranking was developed by the agency during source selection;
(3) a summary of the rationale for award; (4) for acquisitions of commercial end
items, the make and model of the item to be delivered by the successful offeror.



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     A.1 52.215-41  REQUIREMENTS  FOR COST OR PRICING DATA OR INFORMATION  OTHER
THAN COST OR PRICING DATA (OCT 1995)

     (a) Exceptions  from cost or -pricing data. (1) In lieu of submitting  cost
or  pricing  data,  offerors  may  submit a written  request  for  exception  by
submitting  the  information  described  in  the  following  subparagraphs.  The
Contracting Officer may require additional supporting  information,  but only to
the extent necessary to determine  whether an exception  should be granted,  and
whether the price is fair and reasonable.

     (i)  Information  relative to an exception  granted for prior or repetitive
acquisitions.

     (ii) Catalog price information as follows:

     (A)  Attach  a copy  of or  identify  the  catalog  and  its  date,  or the
appropriate  pages for the offered items,  or a statement that the catalog is on
file in the buying office to which this proposal is being made.

     (B) Provide a copy or describe  current  discount  policies and price lists
(published or unpublished),  e.g., wholesale,  original equipment  manufacturer,
and re-seller.

     (C)  Additionally,  for each catalog item that exceeds  (extended value not
unit price),  provide evidence of substantial sales to the general public.  This
may include sales order, contract,  shipment,  invoice, actual recorded sales or
other  records  that are  verifiable.  In  addition,  if the  basis of the price
proposal is sales of essentially the same  commercial item by affiliates,  other
manufacturers or vendors, those sales may be included. The offeror shall explain
the basis of each offered price and its relationship to the established  catalog
price. When substantial general public sales have also been made at prices other
than catalog or price list prices,  the offeror shall  indicate how the proposed
price  relates to the price of such recent  sales in  quantities  similar to the
proposed quantities.

     (iii)  Market price  information.  Include the source and date or period of
the market  quotation  or other basis for market  price,  the base  amount,  and
applicable discounts. The nature of the market



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A.1    (Continued)



should be described.  The supply or service being  purchased  should be the
same as 6r  similar to the  market  price  supply or  service.  Data  supporting
substantial sales to the general public is also required.

     (iv)  Identification  of  the  law or  regulation  establishing  the  price
offered.  If the price is controlled under law by periodic rulings,  reviews, or
similar  actions  of a  governmental  body,  attach  a copy  of the  controlling
document, unless it was previously submitted to the contracting office.

     (v) For a commercial  item  exception,  information  on prices at which the
same item or similar items have been sold in the commercial market.

     (2)  The  offeror   grants  the   Contracting   officer  or  an  authorized
representative the right to examine, at any time before award,  books,  records,
documents,  or other  directly  pertinent  records to verify any  request for an
exception under this provision, and the reasonableness of price. Access does not
extend  to cost or  profit  information  or other  data  relevant  solely to the
offeror's  determination  of  the  prices  to  be  offered  in  the  catalog  or
marketplace

     (b)  Recruitment's  for cost or pricing data. If the offeror is not granted
an exception from the  requirement to submit cost or pricing data, the following
applies:

     (1) The offeror  shall  submit cost or pricing  data on Standard  Form (SF)
1411,  Contract  Pricing  Proposal Cover Sheet (Cost or Pricing Data  Required),
with  supporting  attachments  prepared  in  accordance  with  Table 15-2 of FAR
15.804-6(b)(2).

     (2) As soon as practicable  after  agreement on price,  but before contract
award (except for unpriced actions such as letter contracts),  the offeror shall
submit a  certificate  of Current Cost or Pricing  Data,  as  prescribed  by FAR
15.804-4.

     (c) By submitting  information  to qualify for an exception,  an offeror is
not representing that this is the only exception that may apply.



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