[CIK]      0000914670
[NAME]     CORRECTIONAL SERVICES CORPORATION

(ONE OF TWO DOCUMENTS)

                        COMMONWEALTH OF PUERTO RICO
                   JUVENILE INSTITUTIONS ADMINISTRATION
                           SAN JUAN, PUERTO RICO

                   METROPOLITAN JUVENILE DETENTION CENTER

                                  APPEAR

     PARTY OF THE FIRST PART: The JUVENILE INSTITUTIONS ADMINISTRATION,
represented in this agreement, under the power vested by the Act of August 5,
1988, No. 154, known as the "Organic Act of Juvenile Institutions
Administration," by its Administrator, Miguel Angel Rivera, of legal age,
married and resident of Trujillo Alto, Puerto Rico, hereinafter referred to as
the ADMINISTRATOR or AIJ, the acronym for the agency's name in Spanish.

     PARTY OF THE SECOND PART: CSC Management de Puerto Rico, tax
identification number 66-0548275, represented in this act by- James F.
Slattery, President and CEO, married and resident of Florida, hereinafter
referred to as CONTRACTOR.

     BOTH PARTIES assure that they have the necessary legal capacity to execute
this contract; wherefore they freely and voluntarily:

                                  STATE, THAT

     INASMUCH AS: The Juvenile Institutions Administration (AIJ) is vested with
the authority to make placements in secure residential treatment programs
pursuant to Commonwealth of Puerto Rico Public Law 154 of August 5, 1988 and
funds have been budgeted, appropriated and made available to fund this program,
and the Contractor has the special knowledge, expertise and skill for operating
secure residential treatment programs for delinquent youths, the parties

                                      AGREE

To the following,
                            CLAUSES AND CONDITIONS

     FIRST: Statement of Work; The Contractor shall provide a secure residential
treatment program at the Metropolitan Juvenile Treatment Center in Bayamon and
shall provide youths, placed by the Administrator, appropriate supervision,
care, education, training, treatment and rehabilitation.

     The above services shall be provided in accordance with the program
description as set forth in Exhibit A (Revised Contractor's Proposal with
Mr. John Stetler and Ms. Patricia Palterfield's notes), incorporated herein by
reference, together with the Administrator LS Program requirements, provided in
Exhibit C (Request For Proposal For The Operation, Management and Maintenance).

     The program shall be in operation twenty-four (24) hours a day, seven (7)
days per week, and shall provide staff-to-client ratios as specified in Exhibit
A, and in accordance with the federal guides established in the settlement
stipulation in Civil Case No. 94-2080 (U.S v Commonwealth) (USDC-PR),
hereafter, Civil Case No. 94-2080.

     This contract between the two parties is for a secure residential
treatment program for youth placed by the Administrator with an average 120
youths per day being served by the Contractor during the contract period of five
years.

     SECOND: Applicable Ordinances and Standards: The Contractor shall provide
and maintain a facility and program that will satisfy all applicable ordinances
and standards, and shall fully comply with the appropriate Commonwealth of
Puerto Rico licensing requirements. It will also comply with the standards
agreed in the settlement stipulations in Civil Case No. 94-2080 supervised by
the Federal Monitor as specified in Exhibit "B", as well as the standards set
by the American Correctional Association.

     THIRD: Commencement : The Contractor shall commence operations the date
Administrator and Contractor agree the contractor complies with all Request For
Proposal # 98-010 governmental and legal requirements. These include among
others: Workmen's Compensation, unemployment and Disability Insurance, Health
Certificates for Kitchen Workers.

     FOURTH: Health Care Services: The Contractor shall be responsible for
provisions of all on-site and off-site health care services and shall be
responsible for all costs for such services. Health care services shall be
defined as physician health care, mental health care, and dental health care.
Health care services shall be delivered in accordance with Administrator
Policies and Procedures, and in accordance with stipulations set forth in the
Settlement Agreement in Civil Case No. 94-2080. Services shall include, but not
are limited to: on-site nursing staff with at least one registered nurse;
routine on-site sick call by a licensed physician; provision for routine and
emergency mental health evaluation and treatment by licensed professionals;
provision for routine and emergency dental health treatment by licensed
dentists; provision of a licensed dietitian; provision for off-site specialty
consultations and hospitalizations, both routine and emergency; provision of
all ancillary services, to include radiology, laboratory, and pharmaceuticals;
and provisions of paramedic/ambulance services. All such services whether
performed on site or off site shall be delivered by professionals licensed by
the Commonwealth of Puerto Rico and who have specific knowledge of the care of
adolescents.

     FIFTH: Transportation: The Contractor shall provide for transportation of
youths from the Administrator's detention centers to the program at the time of
placement and provide all subsequent transportation to court hearings, and to
any locale necessary to provide specialized services required by the youth's
treatment plan. In addition, if a juvenile must be transferred to an outside
medical facility, the Contractor shall provide security for any juvenile
temporarily placed in a hospital or other medical facility.

     SIXTH: Special Education: The Contractor shall maintain procedures in
accordance with Federal and Commonwealth of Puerto Rico statutes and
regulations governing special education and in compliance with procedures
established by the Education Department of Puerto Rico. Such procedures shall
include an individual staffing on each student placed to determine the need for
special education services. Costs related to student staffing, the
implementation of the Individualized Education Plan (IEP) and the special
education needs of the offender are the responsibility of the Contractor. The
Administrator agrees that the ratio of special education youths to the general
population of the facility will be similar to that of other treatment
facilities in Puerto Rico.

     SEVENTH: Client Information :The Contractor agrees to provide all client
information requested by the Administrator and shall submit to the
Administrator adjustment and progress reports, which include but are not
limited to: progress reports, a summary release report including educational
transcripts, medical reports, statistical reports, case management data, and
other reports documenting the types of services provided all clients served by
the program. All records and information maintained by the Contractor
pertaining to a placed client shall remain confidential and shall not be
released to anyone other than the person in interest of the Commonwealth of
Puerto Rico without specific order of the court with proper jurisdiction. Prior
to the release of any information of record, the Contractor shall notify the
Administrator.

     EIGHTH: Client File: The Contractor shall maintain an individual file for
each client participating in the Contractor's program and shall allow the
Administrator to review all information, data, and reports relating to any
client when requested to do so.

     NINTH: Inspection: The Contractor shall allow the Administrator to inspect
the facility provided by the Contractor to determine the conditions under which
the clients are housed and to audit and monitor the Contractor's operations,
services, and conditions of confinement on a regular basis.

     TENTH: Policies and Procedure Manual: The Contractor shall develop in
writing and implement appropriate policies and procedures manual for
institutional care in both English and Spanish, within 90 days of the signing
of this contract. Administrator shall approve these policies and procedures
manual.

     ELEVENTH: Billing: The Administrator shall establish billing procedures
based on the guaranteed per diem and for actual bed occupancy in excess of the
guaranteed per diem. Submission of monthly or bi-weekly billing expenditures to
the Administrator shall be on forms prescribed by the Administrator, in
accordance with encumbered funds. The amount of funds allocated to each line
item of the budget may be reallocated upon written request of the Contractor
and the subsequent written approval of the Administrator.

     TWELFTH: Guarantee: Administrator guarantees to the Contractor a minimum
daily bed occupancy of 75% of 120 beds during the five years term of the
contract. Payment exceeding the guaranteed 75% bed occupancy will be made at
earned in whole or in part and will be made as earned.

     THIRTHEENTH: Request for Payment: Either monthly or bi-weekly, the
Contractor shall submit a request for payment for beds used by the
Administrator during the month at a rate of one hundred fourteen dollars and
sixty three cents ($114. 63) per secure residential bed-day during the five
year term of the contract. All payment requests shall be submitted to and
approved by the office of the Administrator of AIJ or its representative.

     FOURTEENTH: Immediate termination by Administrator: This contract is
subject to immediate termination by the Administrator in the event that the
Administrator determines that the health, safety, or welfare of persons
receiving services may be in jeopardy due to Contractor's negligence or willful
misconduct. Additionally, the Administrator may immediately terminate this
contract upon verifying that the Contractor has knowingly engaged in or is
about to participate in fraudulent acts.

     FIFTHTEENTH: Accounting Procedures and Permits: The Contractor shall
adhere to written accounting procedures established by the Administrator. The
Contractor shall provide in advance a copy of the plans and copies of all the
necessary permits required for commencement of construction.

     SIXTEENTH: Term of Agreement and Renewal: The term of this Agreement is
for five years to be renewed for an additional five-year term by
Administrator's decision, contingent upon the availability of funds. The terms
of this contract are to be revised every year. The Parties agree that this
contract shall terminate automatically if in the next fiscal year there are
insufficient government funds to make the payments for the services. The
Administrator shall give Contractor prompt written notice of any anticipated
insufficiency of funds. For the purposes of this contract a fiscal year will be
from July 1 to June 30. The payment will be disbursed from the account number
98-111-072-03-081 in the term of this fiscal year (February, 1998 to June 30,
1998). The total amount in this fiscal year will be two million sixty three
thousand three hundred forty dollars ($2,063,340.00).

     SEVENTEENTH: Termination for cause by the Administrator: The Administrator
may terminate the contract for cause without compensation for termination
costs. Prior to termination, the Administrator will notify an intention to
terminate the contract for cause, by giving ninety- (90) day written notice to
the Contractor. The notice will state the reasons for cancellation, procedures
to correct problems, if any, and the dates the contract will be terminated in
the event problems have not been corrected. Notification will also be given to
the Performance Bond Agency.

     EIGHTEENTH: Non-cause Termination: After the first two years the
Administrator may decide to issue a no-cause cancellation notice to the
Contractor; at which time the ninety (90) day transition plan, shall take
effect. In the event of termination, the Administrator's liability for payments
to the Contractor will be limited to services provided prior to the date of
cancellation per notice of termination. All services/materials paid for under
this contract will become the property of the Administrator.

     NINETEENTH: Notice and Representatives:

     Representatives:

     For the purposes of this Contract, the individuals identified below are
hereby-designated representatives of the respective parties. Either party may
from time to time designate in writing a new or substitute representative(s)

     For the AIJ:                          For the Contractor:
     Name: Miguel A. Rivera                Name: Ramon Horta
     Title: Administrator                  Title: Agent in charge

     Notice:

     All notices required to be given by the parties hereunder shall be given by
certified or registered mail or courier to the above named individuals at the
addresses set forth below. Either party may from time to time designate in
writing a substitute person (s) or address to which such notices shall be sent:

     To the ADMINISTRATOR:            To the CONTRACTOR:
     P.O. Box 19175                   Calle Amapola Final
     Fernandez Juncos Sta.            Condominio Playamar, Apt. 14-B
     San Juan, P. R. 00910            Isla Verde, P.R. 00979

                           GENERAL PROVISIONS

     TWENTIETH: Contract General Clauses: The following clauses apply to this
contract. In some instances, these general clauses have been expanded upon in
other sections of this contract. To the extent that other provisions of the
contract provide more specificity than these general clauses, the more specific
provision shall control.

     TWENTY-FIRST: Beneficiary: Except as herein specifically provided
otherwise, this contract shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. It is expressly
understood and agreed that the enforcement of the terms and conditions of this
contract and all rights of action relating to such enforcement shall be
strictly reserved to the Administrator and the named Contractor. Nothing
contained in this agreement shall give or allow any claim or right of action
whatsoever by any such person or entity, other than the Administrator or the
Contractor, receiving services or benefits under this agreement shall be deemed
an incidental beneficiary only.

     TWENTY-SECOND: Liability Insurance/Fidelity Coverage-Contractor: During
the term of this contract, and any extension(s) hereof, Contractor agrees that
it will keep in force an insurance policy or policies, issued by a company
authorized to do business in the Government of Puerto Rico, in the kinds and
minimum amounts specified below, unless specifically waived herein. In the
event of cancellation of any such coverage, the Contractor shall immediately
notify the Administrator of such cancellation.

     The Contractor will maintain at least one million dollars ($1,000,000.00)
per person, three million dollars ($3,000,000.00) per incident, five million
dollars ($5,000,000.00) aggregate-comprehensive and general liability,
including civil rights, business, liability and professional malpractice,
personal property insurance; and at least one million dollars ($1,000,000.00)
automobile liability, worker's compensation per statute, and other insurance
during the course of this Contract.

     The Administrator shall be named as an additional insured on all liability
policies. The insurance shall include provisions preventing cancellation
without thirty- (30) calendar day's prior written notice to the Administrator
by certified mail. The Contractor shall provide certificates of adequate
insurance coverage to the Administrator within ten (10) working days of receipt
of award, unless otherwise provided.

     The Contractor shall provide such other insurance as may be required by
law, or in a specific solicitation.

     TWENTY-THIRD: Licenses/Approvals/Insurance: The Contractor certifies that,
at the time of entering into this contract, it has currently in effect all
necessary licenses, certifications, approvals, insurance, etc, required to
properly provide the services and/or supplies covered by this contract
including license to operate pharmacy and licenses to supply medicine.
Additionally, all employees of the Contractor performing services under this
contract shall hold the required license or certification, if any, to perform
their responsibilities. Any revocation withdrawal or expiration of necessary
license, certification, approval, insurance, etc. required for the Contractor
to properly perform this contract, shall be grounds for termination of this
contract by the Administrator.

     TWENTY-FOURTH: Record Maintenance: The Contractor shall maintain a
complete file of all records, documents, communications, and other materials,
which pertain to the operation of the program/project or the delivery of
services under this contract. Such files shall be sufficient to properly
reflect all direct and indirect cost of labor, materials, equipment, supplies
and services, and other cost of whatever nature for which a contract payment
was made. These records shall be maintained according to generally accepted
accounting principles and shall be easily separable from other Contractor
records.

     TWENTY-FIFTH: Records Retention and Availability: All inmates records,
documents, communications, and other materials shall be the property of the
Administrator. The Contractor shall transfer those documents to Administrator
when the contract is terminated; no photocopies will be taken or kept it of
those documents by Contractor when the contract is ended.

     TWENTY-SIXTH: Contract Supervision: The Administrator will assign an
official representative to oversee compliance with the contract as well as
Court Mandates; with the same broad powers and authority of the Court Monitor.
Automatic payment adjustments will be levied in the contract supervisor when
the provider fails to perform at a minimum standard, does not comply with the
Court Orders and Administrator Policies and Procedures, violates local laws,
rules and regulations, when minimum staff is not provided, when critical posts
are not manned, and upon breach of any contractual clause by the Contractor.
Minimum amount of adjustment will be seven hundred fifty dollars ($750.00) a
day for the first incident and double that amount per day of violation for
every incident thereafter. In the case of critical posts not staffed, the
automatic penalty will consist of double the amount of the base salary of the
post not covered per shift of non-compliance. All other personnel vacancies
double the amount of the base salary per day of vacancy following thirty (30)
days from the date it was vacated. In the case of escapes, the adjustment will
consist of seven hundred fifty dollars ($750.00) per escape.

     The Administrator will have unlimited access to all files, accounting
books and records, tax forms and other governmental requirements as filed,
juvenile records and all information relating to the managers, management and
operation, personnel, contractors and the juveniles and will provide all
information requested by Administrator.

     TWENTY-SEVENTH: Audits: The Contractor authorizes the Administrator or its
representatives to perform audits and/or inspections of its records at any
reasonable time during the term of this contract and for a period of three (3)
years, (unless the Administrator determines a longer time frame is required)
following the date of final payment under this contract, to assure compliance
with its terms and/or to evaluate the Contractor's performance. Any amounts,
which have been paid by the Administrator which, are found to be improper in
accordance with other terms of this contract shall be immediately returned to
the Administrator or may be received in accordance with other remedies.

     TWENTY-EIGHTH: Confidentiality of Records: The Contractor shall protect
the confidentiality of all records and other materials containing personally
identifying information that are maintained in accordance with this contract.
Except as provided by law, no information in possession of the Contractor about
any individual constituent shall be disclosed in a form including identifying
information without the prior written policies governing access to, duplication
and dissemination of, all such information. The Contractor shall advise its
employees, agents and sub-Contractors, if any, that they are subject to these
confidentiality requirements. The Contractor shall provide its employees,
agents and sub-Contractors, if any with a copy or written explanation of these
confidentiality requirements before access to confidential data is permitted.

     TWENTY-NINTH: Conflict of Interest: During the term of this contract, the
Contractor shall not engage in any business or personal activities or practices
or maintain any relationship which conflicts in any way with the Contractor
fully performing his/her obligation under this contract. Additionally, the
Contractor acknowledges that, in governmental contracting, even the appearance
of a conflict of interest is harmful to the interest of the Administrator.
Thus, the Contractor agrees to refrain from any practices, activities or
relationships which could reasonably be considered to be in conflict with the
Contractor's fully performing his/her obligations to the Administrator under
the terms of this contract, without the prior written approval of the
Administrator. In the event that the Contractor is uncertain whether the
appearance of a conflict of interest may reasonably exist, the Contractor shall
submit to the Administrator a full disclosure setting forth the relevant
details for the Administrator's consideration and direction. Failure to
promptly submit a disclosure to the Administrator or to follow the
Administrator's directions in regard to the apparent conflict shall be grounds
for termination of the contract.

     THIRTIETH: Assignment/Delegation/Subcontracting Except as herein
specifically provided otherwise, the duties and obligations of the Contractor
arising hereunder cannot be assigned, delegated nor subcontracted except with
the express prior written consent of the Administrator. The subcontracts
permitted by the Administrator shall be subject to the requirements of this
contract, and the Contractor is responsible for all subcontracting arrangements
and the delivery of services as set forth in this contract. The Contractor
shall be responsible for the performance of any sub-Contractor. Failure of the
sub-Contractor to provide services in accordance with the requirements of this
contract shall be the responsibility of the Contractor. The Contractor warrants
and agrees that any subcontract resulting from its performance under the terms
and conditions of this contract, shall include a provision that the said
sub-Contractor shall abide by the terms and conditions hereof, as well as all
other applicable federal and Commonwealth of Puerto Rico laws, and rules and
regulations pertinent hereto that have been or may hereafter be established.
Also, the Contractor warrants and agrees that all subcontracts shall include a
provision that the sub-Contractor shall indemnify and hold harmless the
Administrator. The sub-Contractors must be certified to work on any equipment
for which their services are obtained.

     THIRTY-FIRST: Litigation: The Contractor shall promptly notify the
Administrator in the event that the Contractor learns of any actual litigation
in which it is party defendant in a case, which involves services, provided
under this contract. The Contractor, within five (5) calendar days after being
served with a summons, complaint, or other pleading which has been filed in any
Federal or Commonwealth of Puerto Rico court or administrative agency, shall
deliver copies of such document(s) to the Administrator. The term "litigation"
includes an assignment for the benefit of creditors, and filings in bankruptcy,
reorganization and/or foreclosure.

     THIRTY-SECOND: Disputes: Except as herein specifically provided otherwise,
disputes concerning the performance of this contract which cannot be resolved
by the designated contract representatives shall be referred in writing to a
senior departmental management staff designated by the Administrator and a
senior manager designated by the Contractor. Failing resolution at that level,
disputes shall be presented in writing to the Administrator and the Contractors
chief executive officer for resolution. This Process is not intended to
supersede any other process for the resolutions of controversies provided by
law.

     THIRTY-THIRD: Remedies: The Administrator or designee may exercise the
following remedial actions, in additional to all other remedial actions
authorized by law, should he find the Contractor substantially failed to
satisfy the scope of the work found in this contract. Substantial failure to
satisfy the scope of work shall be defined to mean incorrect or improper
activities or inaction by the Contractor. These remedial actions are as
follows:

     (a) Withhold payment to the Contractor of portion of work in question
until the necessary services or corrections in performances are satisfactorily
completed;

     (b) Request the removal from work on the contract of employee(s) and/or
agent(s) of the Contractor whom the Administrator or designee justifies as
being incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable, or whose continued employment on the contract s/he deems to be
contrary to the public interest or not in the best interest of the
Administrator;

     (c) Deny payment or recover reimbursement for those services or
deliverables which have not been performed and which due to circumstances
caused by the Contractor cannot be performed or if performed would be of no
value to the Administrator. Denial of the amount of payment shall be reasonably
related to the amount of work or deliverables lost to the Administrator;

     (d) Incorrect payments to the Contractor due to omission, error, fraud,
and/or misappropriation may be recovered from the Contractor by deduction from
subsequent payments under this contract or other contracts between the
Administrator and the Contractor, or by the AIJ as a debt due to the AIJ or
otherwise as provided by law.

     THIRTY-FOURTH: Payments of Fines: Contractor will be responsible for any
payments of fines, imposed by any administrative agency or court of law with
jurisdiction, as a result of a violation to the stipulations in Civil Case No.
94-2080 (U.S. v. Commonwealth) or any other federal or state rule in the
management of the program the Contractor establishes as a result of us
agreement.

     THIRTY-FIFTH: Integration of Understandings: This contract is intended as
the complete integration of all understandings between the parties. No prior or
contemporaneous addition, deletion, or amendment hereto shall have any force or
effect whatsoever, unless embodied herein in writing. No subsequent novation,
renewal, addition, deletion, or other amendment hereto shall have any force or
effect unless embodied in a written contract executed and approved pursuant to
the Commonwealth of Puerto Rico Fiscal Rules.

     THIRTY-SIXTH: Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of Puerto Rico. In the event that a
dispute arises with respect to any of the provisions herein contained or any
other matter affecting the relationship between Administrator and Contractor,
it shall be resolved by the Courts of Puerto Rico. The Administrator will
select the jurisdiction. All reasonable attorneys' fees and associated expenses
shall be awarded to the prevailing party.

    THIRTY-SEVENTH: Severability: In the event any provision hereof shall be
modified or held ineffective by any court in any respect, such adjudication
shall not invalidate or render ineffective the balance of the provisions of
this Agreement.

     THIRTY-EIGHTH: Nondiscrimination: Both parties shall prohibit
discrimination based on race, creed, color, age, sex, national origin, social
status or disability.

     THIRTY-NINTH: Income Tax: Contractor certifies and guarantees, at the
signature of this contract, that it does not have any debt with the Treasury
Department of the Commonwealth of Puerto Rico.

     Contractor certifies and guarantees that it was recently established.
Therefore, it has not filed income tax reports for the past five- (5) years. A
sworn declaration indicating the reason for not been obligated to render income
tax returns for the past five years is attached as Exhibit. Contractor knows
this is an essential element of the contract and to state untrue information is
enough for the Contractor to cancel the contract.

     FORTIETH: Double Compensation: Contractor certifies that it does not
receive any kind of salary, compensation or payment for services rendered under
a regular job relationship or that it occupies a position in the Commonwealth of
Puerto Rico, in any of its departments, municipalities or agencies. Contractor
understands that the action of accepting a regular job by any of its agents in
any departments, agencies or municipalities under the jurisdiction of the
Commonwealth of Puerto Rico will constitute a violation of this contract and
will cause the immediate termination of the contract relationship. Contractor
certifies that it does not have another contract relationship for its services
with any other department, agency, municipality, or instrumentality of the
Commonwealth of Puerto Rico. If it has another contract, Contractor certifies
that it does not constitute a conflict of interest with this contract.

     FORTY-FIRST: Drug Detection: Contractor's representatives will participate
in the program for drug and substance abuse detection implemented by the
Contractor.

     FORTY-SECOND: Labor Law: Contractor is an employer and has certification
from the Department of Labor and Human Resources indicating that it has no
unemployment insurance or State Insurance Fund debts. The Contractor knows and
accepts that this is an essential condition to the present contract and that
offering untrue information is sufficient cause for the Contractor to cancel
the contract. In such event, the Contractor will return all the payments
received from the first party under this contract.

     The parties stipulate that this contract does not constitute an employment
or job relationship, between Contractor's employees and the Contractor.
Contractor will be responsible for all deduction prescribed by law of their
employees. Contractor will notify the Treasury Department of the Commonwealth
of Puerto Rico the amount paid to its employees and will be responsible for
rendering appropriate Federal Social Security Tax Forms. Contractor agrees that
its employees are not entitled to regular vacation time, sick leave,
compensatory time, Christmas Bonus, or any other kind of privileges or benefits
that apply to regular employees of the Contractor.

     FORTY-THIRD: Services: Both parties agree that no service will be
rendered under this contract until both parties have signed it and no services
will be rendered after the termination of the same contract, unless an
amendment has been signed by both parties extending the life of the present
contract. Payments will not be made if this clause is violated. Any employee or
official of the Contractor that requests services or accepts such services will
be doing so without the authority of the Contractor and in violation of the
present clause.

     Any replacement equipment, furnishing and supplies required during the
term of the contract will be the sole responsibility of the Contractor.

     FORTY-FOURTH: Salvation Clause: Unless there is a showing of impossibility
by the Contractor, an Act of God, or other situations that reasonably prohibit
compliance with the terms of this contract, Contractor agrees to build and
operate the facility within the terms and standards contained in this contract
and the accepted Revised Contractor's Proposal. The government's liability
under this contract will be limited to the amounts specified in the price
sections of the Request for Proposal and the accepted Revised Contractor's
Proposal. Neither the Administrator nor the Contractor will be held responsible
for non-performance or delays caused by Acts of God, vandalism, war or other
conditions beyond their control.

     FORTY-FIFTH: Hold Harmless: Contractor shall indemnify and save the
Administrator, the Government of Puerto Rico and its offices, agents, agencies
and employees harmless from and against: (a) any and all claims arising from
the operation, maintenance, and management services including without
limitation, any and all claims arising from (i) any breach or default on the
part of the Contractor in the performance or lack of performance with the terms
hereof, (ii) any act of negligence of the Contractor, or any of its agents,
subcontractors, servants, employees, or licensees, and (iii) any accident,
injury, or damage whatsoever caused to any person including violation of civil
rights, and (b) costs, reasonable attorney's fees, expenses and liabilities
incurred in or about any such claim, action, or proceeding brought thereon.

     In case any action or proceeding is brought against Administrator or the
Government by reason of any such claim, Contractor, upon notice from the
Administrator or the Government, shall defend against such action with counsel
satisfactory to Administrator. The aforementioned indemnification shall not be
affected by a claim that negligence of the Government, Administrator or its
respective officers, agents, contractors, employees, or licensees contributed
in part to the loss or damage indemnified against. Said indemnification shall
not apply to injury, agents, or independent contractors (other than Contractor)
who are directly responsible to Administrator.

     FORTY-SIXTH: Possession: The Contractor agrees that immediately upon the
signature of this contract it will enter in possession of the real estate and
within one hundred twenty (120) days from said date it will hire and train
personnel to operate the facility. No time extension will be granted.

     FORTY-SEVENTH: Negligence: The Administrator will assume not responsibility
for any negligence or criminal conduct perform or incurred by the Contractor or
an employees. In the case of such conduct the Contractor will be committed to
take corrective action based on its on investigation or the one conducted by the
Administrator. The corrective action taken by the Contractor will always be
oriented toward to the welfare of the minors.

     FORTY-EIGHTH: Isolation: The Administrator's Panel will be entitled to
authorize the Isolation of inmates following policies and procedures manual
previously submitted by the Contractor and approved by Administrator and

     FORTY-NINTH: Hiring: The Contractor is committed to conducting background
investigation prior to hiring employees. The result of such investigation will
be submitted to Administrator for final approval prior to hiring. Administrator
may decline to approve hiring without giving any reason about its decision,
unless an issue of discrimination is raised by candidate.

     FIFTIETH: Advertising: The Contractor will not place any outside sign of
CSC in the Metropolitan Center. Both parties agree that Contractor will not
communicate with any media and will not give any information to media without a
previously written authorization of Administrator.

     FIFTY-FIRST: Alterations: No alteration, changes or modifications to the
real state will be made by Contractor without previously written authorization
from Administrator.

     THE PARTIES after reviewing, reading and understanding the contents of
this document state that it reflects the agreement between them. Therefore,
they consummate this contract and in virtue of it shall be obligated to its
compliance.

This 6th day of February 1998, at San Juan, P. R.




MIGUEL A. RIVERA                        JAMES F. SLATTERY
Administrator                           President and CEO
Juvenile Institutions Administration    CSC MANAGEMENT DE PUERTO RICO




(TWO OF TWO DOCUMENTS)

                            COMMONWEALTH OF PUERTO RICO
                       JUVENILE INSTITUTIONS ADMINISTRATION
                               SAN JUAN, PUERTO RICO

                                 ANEXO ENHACEMENTS

                                       APPEAR

     PARTY OF THE FIRST PART: The JUVENILE INSTITUTIONS ADMINISTRATION,
represented in this agreement, under the power vested by the Act of August 5,
1988, No. 154, known as the "Organic Act of Juvenile Institutions
Administration', by its Administrator, Miguel Angel Rivera, of legal age,
married and resident of Trujillo Alto, Puerto Rico, hereinafter referred to as
the ADMINISTRATOR or AIJ, the acronym for the agency's name in Spanish.

     PARTY OF THE SECOND PART: CSC Management de Puerto Rico, tax identification
number 66-0548275, represented in this act by James F. Slattery, President and
CEO, married and resident of Florida, hereinafter referred to as CONTRACTOR.

     BOTH PARTIES assure that they have the necessary legal capacity to execute
this contract; wherefore they freely and voluntarily agree the following:

                               CLAUSES AND CONDITIONS

     FIRST: Statement of Work; CONTRACTOR shall furnish all labor, equipment,
materials and services or as otherwise indicated, for the purchase and
installation, within the startup period, of security enhancements as identified
in ADDENDUM # 1 dated October 14, 1997. Please refer to Attachment # 1 for a
detail list of security enhancements to be accomplished though this Agreement.
Additional work not described in Addendum # 1 shall be considered by the
Administrator with no impact on the Contract Price.

     SECOND: Contract Price: For the performance of work described in Article
First of this Agreement, the Administrator shall pay to the Contractor the cost
of the Work plus fifteen percent (15%) with a guaranteed maximum Price of
three hundred fifty thousand dollars ($350,000.00). Payments will be disbursed
from the account number 97-161-072-00-081 and 98-111-072-03-081.  Pay
applications will document actual expenditures with material receipts and
subcontractor invoices.

     THIRD: Change Orders: This Agreement is not subject to Change Orders
unless the scope of work is expanded by the Administrator and approved in
writing prior to commencement of the work.

     FOURTH: Time for Completion: The Contractor shall commence work under this
agreement upon the execution of this document. All work shall be complete
within one hundred twenty (120) consecutive days.

     FIFTH: Liquidated damages: There are no liquidated damages associated with
this agreement.

     SIXTH: Hold Harmless Clause: The Contractor shall save the AIJ harmless
from all suits, actions, or claims of any nature brought on account of any
injuries or damages sustained by any person or persons including death or
property, through these acts or omissions of the Contractor or his
subcontractors, his agents or servants, in safeguarding the work or through the
use of unacceptable or defective workmanship or materials in the project.

     SEVENTH: Contract Documents: The Contract Documents consist of the
following component parts:

     a. This agreement, including:

        1. Attachment # 1 detailing "Scope of Work

        2. Evidence of the following insurance coverage required:

           Workman's Compensation, Employer's Liability, Comprehensive General
and Automobile Liability including Administrator's Protective Liability
Insurance, and Builders Risk.

        3. Agreement between Contractor and Construction Company.

     b. Addenda No. 1 dated October 14, 1997.

        All documents enumerated in this Article Seventh form the Agreement,
and they are as fully a part of the Agreement as if hereto attached or herein
repeated.

     EIGHTH: Governing Law: This Agreement shall be governed by and construed
in accordance with the laws of Puerto Rico. In the event that a dispute arises
with respect to any of the provisions herein contained or any other matter
affecting the relationship between Administrator and Contractor, it shall be
resolved by the Courts of Puerto Rico. The Administrator will select the
jurisdiction. All reasonable attorneys' fees and associated expenses shall be
awarded to the prevailing party.

     NINTH: Severability: In the event any provision hereof shall be modified
or held ineffective by any court in any respect, such adjudication shall not
invalidate or render ineffective the balance of the provisions of this
Agreement.

     TENTH: Nondiscrimination: Both parties shall prohibit discrimination based
on race, creed, color, age, sex, national origin, social status or disability.

     ELEVENTH: Income Tax: Contractor certifies and guarantees, at the
signature of this contract, that it does not have any debt with the Treasury
Department of the Commonwealth of Puerto Rico.

     Contractor certifies and guarantees that it was recently established.
Therefore, it has not filed income tax reports for the past five- (5) years. A
sworn declaration indicating the reason for not been obligated to render income
tax returns for the past five years is attached as Exhibit. Contractor knows
this is an essential element of the contract and to state untrue information is
enough for the Contractor to cancel the contract.

    TWELFTH: Double Compensation: Contractor certifies that it does not receive
any kind of salary, compensation or payment for services rendered under a
regular job relationship or that it occupies a position in the Commonwealth of
Puerto Rico, in any of its departments, municipalities or agencies. Contractor
understands that the action of accepting a regular job by any of its agents in
any departments, agencies or municipalities under the jurisdiction of the
Commonwealth of Puerto Rico will constitute a violation of this contract and
will cause the immediate termination of the contract relationship. Contractor
certifies that it does not have another contract relationship for its services
with any other department, agency, municipality, or instrumentality of the
Commonwealth of Puerto Rico. If it has another contract, Contractor certifies
that it does not constitute a conflict of interest with this contract.

     THIRTHEENTH: Drug Detection: Contractor's representatives will participate
in the program for drug and substance abuse detection implemented by the
Contractor.

     FOURTHEENTH: Labor Law: Contractor is an employer and has certification
from the Department of Labor and Human Resources indicating that it has no
unemployment insurance or State Insurance Fund debts. The Contractor knows and
accepts that this is an essential condition to the present contract and that
offering untrue information is sufficient cause for the Contractor to cancel
the contract. In such event, the Contractor will return all the payments
received from the first party under this contract.

     The parties stipulate that this contract does not constitute an employment
or job relationship, between Contractor's employees and the Contractor.
Contractor will be responsible for all deduction prescribed by law of their
employees. Contractor will notify the Treasury Department of the Commonwealth
of Puerto Rico the amount paid to its employees and will be responsible for
rendering appropriate Federal Social Security Tax Forms. Contractor agrees that
its employees are not entitled to regular vacation time, sick leave,
compensatory time, Christmas Bonus, or any other kind of privileges or benefits
that apply to regular employees of the Contractor.

     FIFTHEENTH: Salvation Clause: Unless there is a showing of impossibility by
the Contractor, an Act of God, or other situations that reasonably prohibit
compliance with the terms of this contract, Contractor agrees to build and
operate the facility within the terms and standards contained in this contract
and the accepted Revised Contractor's Proposal. The government's liability under
this contract will be limited to the amounts specified in the price sections of
the Request for Proposal and the accepted Revised Contractor's Proposal. Neither
the Administrator nor the Contractor will be held responsible for non-
performance or delays caused by Acts of God, vandalism, war or other conditions
beyond their control.

     SIXTEENTH: Conflict of Interest: The parties certify that no employee,
officer or direct member of the immediate family of the Administrator's
personnel has direct or indirect economic interest in the present contract.

     SEVENTH: Nondelegation: The present contract can not be transferred to any
person, natural or legal, without a previous agreement and the consent of the
Administrator.

     THE PARTIES after reviewing, reading and understanding the contents of
this document state that it reflects the agreement between them. Therefore,
they consummate this contract and in virtue of it shall be obligated to its
compliance.

This 6th day of February 1998, at San Juan, P. R.




MIGUEL A. RIVERA                        JAMES F. SLATTERY
Administrator                           President and CEO
Juvenile Institutions Administration    CSC MANAGEMENT DE PUERTO RICO