**Exhibit 10.79**

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**AMENDMENT NO. 3 TO****LOAN AND SECURITY AGREEMENT**               **THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT**(this “Amendment”) is made as of this ____ day of November, 2004, by and among **CORRECTIONAL SERVICES CORPORATION,**a Delaware corporation, **CSC****MANAGEMENT DE PUERTO RICO INC.,**a Puerto Rico corporation, **YOUTH SERVICES****INTERNATIONAL HOLDINGS, INC.,**a Delaware corporation, **YOUTH SERVICES INTERNATIONAL REAL PROPERTY PARTNERSHIP, LLP,**a Maryland limited liability partnership, **YOUTH SERVICES INTERNATIONAL, INC.,**a Maryland corporation, **YOUTH SERVICES INTERNATIONAL OF NORTHERN IOWA, INC.,**an Iowa corporation, **YOUTH SERVICES INTERNATIONAL OF SOUTH DAKOTA, INC.,**a South Dakota corporation, **YOUTH SERVICES INTERNATIONAL OFMISSOURI, INC.,**a Missouri corporation, **YOUTH SERVICES INTERNATIONAL OF TEXAS, INC.,**a Texas corporation, **YOUTH SERVICES INTERNATIONAL OF ILLINOIS, INC.,**a Maryland corporation, and **YOUTH SERVICES INTERNATIONAL OF MICHIGAN, INC.,**a Michigan corporation (collectively, “Borrower”), and **GENERAL ELECTRIC CAPITAL****CORPORATION,**a Delaware corporation (“Lender”). **RECITALS**               A.           Pursuant to that certain Loan and Security Agreement dated as of October 30, 2002 by and between Borrower and Lender (as amended, modified and restated from time to time, the “Loan Agreement”), the parties have established certain financing arrangements that allow Borrower to borrow funds from Lender in accordance with the terms and conditions set forth in the Loan Agreement.               B.           The parties now desire to amend the Loan Agreement in accordance with the terms and conditions set forth below.               **NOW, THEREFORE,**in consideration of the premises set forth above, the terms and conditions contained in this Amendment,and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Lender and Borrower have agreed to the following amendments to the Loan Agreement. Capitalizedtermsused but not defined in this Amendment shall have the meanings that are set forth in theLoan Agreement.               **1.**           **Amendment to Section 2.1C(a) of Loan Agreement****.**Subsection (a) of Section 2.1C of the Loan Agreement is hereby amended by deleting from the third (3rd) line of such subsection (a) “$7,000,000” and by inserting in lieu thereof “$9,000,000”.               **2.**           **Confirmation of Representations and Warranties.**  Borrower hereby (a) confirms that all of the representations and warranties set forth in ArticleIV of the Loan Agreement are true and correct in all material respects, and (b) specifically representsand warrants to Lender that it has good and marketable title to all of its respective Collateral,free and clear of any lien or security interest in favor of any other person or entity.******
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              **3.            ****Updated Schedules****.** As a condition precedent to Lender’s agreement to enter into this Amendment, and in order for this Amendment to be effective, Borrower shall revise, update and deliver to Lender all Schedules to the Loan Agreement, to the extent necessary, (a) to reflect updated and accurate information with respect to Borrower, and (b) to update all other information as necessary to make the Schedules previously delivered correct. Borrower hereby represents and warrants that the information set forth on the Schedulesattached to the Loan Agreement (as amended per the Schedules attached hereto, if any) is true and correct as of the date of this Amendment.               **4.            ********Costs and Expenses****.** Borrower agrees to pay all costs and expenses incurred by Lender in connection with this Amendment, including legal fees of Lender’s in-house counsel in the amount of $500, which amount shall be added to the balance of the Revolving Credit Loans on the date hereof.               **5.            ****Enforceability.**  This Amendment constitutes the legal, valid and binding obligation of each Borrower and is enforceable against each such Borrower in accordance with its terms.               **6.            ****Reference to the Effect on the Loan Agreement****.**                                (a)            Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,”“hereunder,” “hereof,” “herein” or words of similar import shallmeanand be a reference to the Loan Agreement as amended by this Amendment.                                (b)            Except as specifically amended above, the Loan Agreement and all other Loan Documents shall remainin full force and effect and are hereby ratified and confirmed.                                (c)             The execution, delivery and effectiveness of this Amendment shall not, except as expressly providedin this Amendment, operate as a waiver of any right, power or remedy of Lender, nor constituteawaiver of any provision of the Loan Agreement, or any other documents, instruments and agreementsexecuted or delivered in connection with the Loan Agreement.                                (d)            This Amendment (together with any other document executed in connection herewith) is not intendedto be, nor shall it be construed as, a novation of the Loan Agreement.               **7.            ****Governing** **Law****.** This Amendment shall be governed by and construed in accordance with the laws of the State of Maryland.               **8.            ****Headings****.**  Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
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              ******9.****            ****Counterparts.**This Amendment may be executed in counterparts, and such counterparts taken together shall be deemedto constitute one and the same instrument.
[SIGNATURES FOLLOW]

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              **IN WITNESS WHEREOF,**intending to be legally bound, the parties have caused this Amendment to be executed as of the date first written above.  **LENDER:**   **GENERAL ELECTRIC CAPITAL CORPORATION** a Delaware corporation   By: /s/                                                    Name: Title:   **BORROWER:**   **CORRECTIONAL SERVICES CORPORATION** a Delaware corporation   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer   **CSC MANAGEMENT DE PUERTO RICO INC.** a Puerto Rico corporation   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer   **YOUTH SERVICES INTERNATIONAL HOLDINGS,   INC.** a Delaware corporation   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer
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 **YOUTH SERVICES INTERNATIONAL REAL** **   PROPERTY PARTNERSHIP, LLP**               a Maryland limited liability partnership   By: Youth Services International, Inc.        a Maryland corporation         its Managing Partner   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer   **YOUTH SERVICES INTERNATIONAL, INC.** a Maryland corporation   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer   **YOUTH SERVICES INTERNATIONAL OF** **   NORTHERN IOWA, INC.**  an Iowa corporation   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer   **YOUTH SERVICES INTERNATIONAL OF SOUTH** **   DAKOTA, INC.** a South Dakota corporation   By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer****
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 **YOUTH SERVICES INTERNATIONAL OF** ****   **MISSOURI, INC.** a Missouri corporation  By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer  **YOUTH SERVICES INTERNATIONAL OF TEXAS, **   **INC.** a Texas corporation  By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer  **YOUTH SERVICES INTERNATIONAL OF **   **    ILLINOIS, INC.** a Maryland corporation  By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer  **YOUTH SERVICES INTERNATIONAL OF **   **    MICHIGAN, INC.** a Michigan corporation  By: /s/ Bernard A. Wagner             (SEAL) Name: Bernard A. Wagner Title: Senior Vice President and Chief Financial Officer
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**LIST OF SCHEDULES** Schedule 1.41  -Mortgages   Schedule 1.45  -Permitted Liens   Schedule 3.6 -Officers with Power of Attorney   Schedule 4.1  -Subsidiaries   Schedule 4.2  -State of Organization   Schedule 4.5  -Litigation   Schedule 4.7  -Tax Identification Numbers; Fiscal Years   Schedule 4.9  -Exceptions to Ownership   Schedule 4.10   -Tax Liability   Schedule 4.14  -Environmental Matters   Schedule 4.15  -Places of Business; Record Owner; Chief Executive Office   Schedule 4.16  -Intellectual Property   Schedule 4.17  -Capitalization; Ownership   Schedule 4.19  -Borrowings and Guarantees   Schedule 4.20  -Business Interruptions   Schedule 4.21  -Trade Names   Schedule 4.22   -Joint Ventures   Schedule 4.27  -Funds from Restricted Grants   Schedule 4.29  -Assignment of Claims Laws   Schedule 4.30  -Unrecorded Leases   Schedule 4.35   -Unrecorded Contracts****
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Schedule 4.42  -Other Liens   Schedule 4.43  -Agreements to Transfer Title   Schedule 6.7    -Insurance   Schedule 6.24  -Post-Closing Obligations   Schedule 6.38  -Operating Accounts
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