Exhibit 10.42


                       OPERATIONS AND MANAGEMENT AGREEMENT
                                     for the
              McKinley County, New Mexico Adult Detention Facility

     This  Operations  and  Management  Agreement for the McKinley  County,  New
Mexico Adult Detention  Facility (the "Agreement") is made as of the 3rd, day of
October,  1996,  by and between  Correctional  Services  Corporation,  1819 Main
Street,  Suite 1000,  Sarasota,  Florida 34236, (the  "Contractor") and McKinley
County  New  Mexico,  210 West  Hill  Avenue,  Gallup,  New  Mexico  87301  (the
"County"),  a  governmental  entity of the State of New Mexico,  upon the terms,
conditions and provisions herein set forth.

                                   WITNESSETH

     WHEREAS,  the County has made provisions for the financing and construction
of an adult detention facility in McKinley County,  New Mexico,  which Facility,
exclusive of courtrooms,  county, city and state offices,  shall be known as the
McKinley County Adult Detention  Facility (the "Facility");  and,  WHEREAS,  the
County  desires  to enter  into a  contract  under  which the  Contractor  shall
operate,  maintain and manage the  Facility in  compliance  with all  applicable
Federal,  State  and  Local  laws  and  ordinances;   and,  NOW  THEREFORE,   in
consideration  of the mutual rights,  duties,  benefits and  obligations  herein
exchanged, the parties hereto covenant, agree and bind themselves as follows:

                                   ARTICLE ONE
                                    Purposes

     1.01 The  Contractor  shall manage,  supervise and operate the Facility for
the County and receive,  supervise  and care for each inmate that is assigned to
the Facility by the County  pursuant to  applicable  law. The  Contractor  shall
accept inmates that are assigned by the County,  from a jurisdiction that enters
into a Joint Powers  Agreement with the County to reserve space for the on-going
placement of inmates in the Facility,  or a jurisdiction that contracts with the
County on a limited basis to house one or more individuals in the Facility.

     1.02 The  Contractor  shall manage and  supervise the Facility to remain in
compliance with all local,  State and Federal health,  fire and safety codes and
shall  document  such  compliance  at the  beginning of each fiscal  year.  Such
documentation  shall consist of certificates  from the local health  department,
Fire Marshal and building inspector and copies thereof shall be forwarded to the
County as  required  or  requested.  The  Facility  shall be  managed,  operated
maintained and utilized in conformance  and compliance  with applicable law, the
standards and  regulations of the American  Corrections  Association,  or County
standards, whichever is higher.

     1.03 The  Contractor  shall work  cooperatively  with the County and agrees
that the  County  shall  have the right to  inspect  the  Facility  prior to the
placement of any inmate and that there shall be no


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placements  made  until  both  the  Contractor  and  the  Facility  are  in
compliance with all contract provisions, and all standards or regulations of the
County.

     1.04 Youthful  offenders subject to the Juvenile Code shall not be accepted
into the Facility.



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                                   ARTICLE TWO
                                      Term

     2.01 This  Agreement  is  effective  on the date set  forth in the  initial
paragraph  of this  Agreement.  The  ordinal  term of this  Agreement  shall  be
three(3)  years and such term shall  commence on the date the first inmate shall
occupy the Facility and shall end on the third anniversary date thereafter.

     2.02 The County and the Contractor  may negotiate  renewal of the Agreement
for an  additional  term of two  years.  Per  diem  rate,  for  daily  fees  for
operational and management  services,  increases shall be based on the increases
found in the Department of Labor s CPI-W index with the base year being 1997.

     2.03 The County may unilaterally  terminate this Agreement at any time only
for reason of  Contractors  failure to  operate  or cause the  operation  of the
Facility  in  compliance  with  the  terms of this  Agreement,  State  law,  the
applicable rules and procedure of the County and/or the applicable  standards of
the  ACA,  or  default  under  this  Agreement.   However,  prior  to  any  such
termination,  the County  shall give  written  notice by  certified  mail to the
Contractor of such deficiency. Deficiencies shall be corrected within 30-90 days
as  specifically  stated in the notice.  Within ten days, the  Contractor  shall
submit a plan of corrections to the County indicating action to be taken and the
time frame for full  compliance.  The County shall review the plan of correction
and shall either concur with the plan or identify corrective actions to be taken
and the time frame for completion.  At the end of the specified time frame,  the
County may again inspect for  deficiencies at the Facility to ensure  compliance
with the plan.  Deficiencies  that  remain  uncorrected  may cause a one percent
penalty  per day for that day's  billable  man-days  to be imposed  against  the
monthly invoice of the Contractor until deficiencies are corrected.

     2.04 The  County  may,  upon  30-days  written  notice  to the  Contractor,
unilaterally  terminate this Agreement on or after the second anniversary of the
effective date set forth in the initial paragraph of this Agreement.  The County
shall give written notice by certified mail to the Contractor of such notice.

     2.05 The  Contractor  may,  upon  90-days  written  notice  to the  County,
unilaterally  terminate this Agreement on or after the second anniversary of the
effective  date set  forth  in the  initial  paragraph  of this  Agreement.  The
Contractor  shall give written  notice by  certified  mail to the County of such
notice.



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                                  ARTICLE THREE
                           Facility Costs and Payments

     3.01 The  Contractor  shall submit to the County or its designee,  no later
than the third day of each month,  a billing for inmates  assigned from the 16th
day to the last day of the  previous  month,  and no later  than the 18th day of
each month, a billing for inmates assigned from the first day to the 15th day of
the current month.

     3.02 The Contractor shall  participate in an annual program  evaluation and
annual audit of the Facility  including  the  maintenance  and  availability  of
accurate and up-to-date  program,  and inmate trust fund  financial  records for
inspection.  The first evaluation and audit shall be conducted no later than the
eleventh (llth) month after the commencement of operations.

     3.03 During the term of this Agreement, the County shall pay the Contractor
$35.00 per inmate per day for the  operation and  management  services set forth
herein;  which  includes  gross receipts tax (The term "day" means a twenty-four
hour period, or part thereof, beginning at 12 o'clock midnight-12:00 a.m.)

     3.04 The County  reserves the right to withhold or require  return of funds
upon substantial noncompliance with applicable regulations,  standards, policies
or this  Agreement if the Contractor  fails to remedy or cure the  noncompliance
within 30 days of written notice from the County, as required in Paragraph 2.03.

     3.05 The County Auditor shall make payments to the Contractor on the eighth
and twenty-third days of each month; based on the billings and invoices given to
the County by the Contractor on the 3rd and 18th day of each month.

     3.06 Services that are desired by the County, or a jurisdiction in contract
with the County for detention services, that are not included in this Agreement,
shall be  negotiated  for  between  the  County and the  Contractor.  Additional
charges for  services not in the  Agreement  shall be as agreed upon between the
Contractor and the County and placed in an addendum to this Agreement.

     3.07 The  Contractor  may enter  into  Agreement  with  vendors  for inmate
telephone service and commissary operations at their option; during, the term of
the  contract.  All  commission  from inmate  telephone  service and income from
commissary operations may be utilized at the Contractor's  discretion.  The cost
to the inmates for commissary  items shall be based on actual cost of goods plus
taxes and reasonable mark-ups for overhead and personnel. Sales prices for goods
shall be  comparable  to that  available  in local  retail store for the same or
similar goods.  Inmate telephone service shall be in accordance with regulations
of the Public Utilities Commission.

     3.08 Within 10 working days after the execution of the Agreement,


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Contractor  shall  open an  Operating  Account,  in the name and  under the
control of the  Contractor,  at a bank  located  within the City of Gallup,  New
Mexico,  and  deposit,  or cause to be  deposited,  the amount of $500,000 as an
Operating  Reserve (the  "Operating  Reserve").  Once operations have commenced,
Contractor may, during the course of operating the Facility,  draw against these
funds to an amount  equal to an  amount  then due  Contractor  by  County.  This
Operating Reserve shall be maintained,  allowing for the previous  sentence,  at
this minimum level for 180-days past the commencement date of this Agreement.



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                                  ARTICLE FOUR
                            Duties of the Contractor



     4.01 The Contractor  Shall manage and shall operate and provided,  or cause
the  operation  and  provision  under   Contractor's   supervision  and  primary
responsibility:

     A. The  documentation  of all  agreements  or  contracts of the County with
other  jurisdictions to assure the documentation  reasonably  necessary for each
such  contract  is  complete  and that any such  contract  or  Agreement  is not
inconsistent  with the  terms of this  Agreement,  prior to the  housing  of any
inmate in the  Facility  pursuant  to a contract  between the County and another
jurisdiction.

     B. All services, supplies, amenities,  -benefits and equipment necessary to
comply  with  the  terms  of  this   Agreement  and  all  contracts  with  other
jurisdictions  for the housing of inmates meet or exceed State law requirements,
the rules and procedures  promulgated by the County and the applicable standards
of the ACA.  Should the  Agreement  between  the county  and the  contractor  be
terminated  for any  reason,  at any  time,  those  supplies  and the  equipment
purchased  by the  Contractor,  and  utilized  in  the  daily  operation  of the
Facility,  remain the property of the  Contractor.  The  supplies and  equipment
furnished  by the  developer  or the County  shall  remain the  property  of the
County.

     C. Intake facilities and inmate accounting which may encompass bookkeeping,
recordkeeping  end  billings,  system of  controls,  identification  systems and
records,  communication  interface  with  law  enforcement  agencies,  and  such
statistical records as may be required by law.

     D. Attendants to control  ingress and egress,  maintain the requisite level
of internal  security and to monitor the  activities  of the inmates  within the
Facility.

     E. Food and  beverage  services  shall be provided in  accordance  with all
applicable standards, sanitation and health codes and individualized and special
needs.  All menus  shall be planned  and  reviewed  in  advance by a  registered
dietitian or physician.  Meals shall meet the dietary  requirements  of the U.S.
Department of Agriculture; unless some other standard is required by the County.
Menu and food service plans shall be prepared,  and a schedule shall be followed
whenever  possible.  Menu  plans  shall be kept for one year.  The  menus  shall
contain a variety of foods and recognize  special  occasions  and holidays.  The
quality of food and beverage service  provided will be periodically  reviewed by
the County or its designee, and the Contractor shall correct any failure to meet
the  foregoing  standards  noted by the County or its designee  within 72 hours.
Special diets shall be provided to


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inmates on the  recommendation  of a  physician  or dentist and for inmates
whose religious beliefs require it to be provided. Staff members shall supervise
inmates  during  meals.  Inmates  will be provided  three meals each day, two of
which  shall be hot meals.  No more than 14 hours may lapse  between the evening
meal and breakfast, unless a snack is provided.

     F. Clothing shall be provided to inmates at least in accordance with County
standards and shall be adequate according to climate,  sex, height and weight of
the inmate.  Inmates shall be provided with the  opportunity to shower daily and
hygiene supplies shall be provided to inmates.

     G.  Laundry  service for  inmates  shall be  provided  in  accordance  with
standards.  Inmates may exchange linens once each week,  clean towels twice each
week, and clean clothing two times per week.

     H. Procurement and purchasing.

     I. Recreational services.

     J. Bookkeeping and financial accounting.

     K. Basic medical care.

     L. Training of personnel employed at the Facility, including such security,
professional, law enforcement and cultural sensitivity training and education as
may be required  by the  County,  applicable  ACA  standards,  the terms of this
Agreement,  third party contracts or agreements by the County,  and the terms of
all insurance policies applying to the Facility.

     M. All repair, upkeep, maintenance and cleaning.

     N. All personnel services, miscellaneous supplies and benefits necessary to
the  operations  of the  Facility,  or care and  control of  inmates;  including
toiletries and hygiene supplies.

     0. Payment of all utility charges and fees.

     P. An  inventory of the Facility  furnishings  at start up, and  thereafter
keep, maintain and replace such furnishings,  fixtures,  and equipment furnished
by the County or the Developer with equivalent quality.

     Q.Proper bedding, to each inmate and personal property storage

     R. The  provision  of all such other  services or tangible  things that are
necessary to care for the inmates housed at the Facility; including all services
and tangible things required by the County, standards or directives;  to include
access to a law library.



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     S. The  Contractor  shall  provide  transportation  for inmates to and from
locations  within Gallup,  New Mexico,  including taking Native Americans to the
Indian  Health  Services  Hospital  in Gallup,  as required  for Court  hearing,
medical   reasons  or  other   pertinent   reasons.   It  is  the   Contractor's
responsibility to provide armed security for inmates outside the Facility except
as noted in section 5.10 of this Agreement.

     4.02 Contractor,  with the County's assistance,  where needed, shall obtain
and maintain all of the proper and required  local,  State and federal  permits,
licenses  and  certifications  necessary  for the  Facility to serve as an Adult
Detention  Facility.  The  Contractor  shall  maintain  such  certifications  as
required.  If, after such certifications  have been obtained,  the Contractor is
required by the County,  State law, other applicable law, court order, rules and
procedures,  or ACA standards,  to perform  additional  work or services,  or to
modify the  Facility,  the County  and the  Contractor  shall  consult  and,  if
appropriate,  agree  upon a  temporary  increase  in the  schedule  of  payments
sufficient over a reasonable  period of time to reimburse the Contractor for the
cost of such operational modifications.

     4.03 Notwithstanding  anything contained herein to the contrary, the County
shall have no liability for any employees, agents,  subcontractors or assigns of
the  Contractor.  The Contractor  hereby agrees to indemnify and hold the County
and its  officials,  officers,  or employees,  harmless from all costs,  claims,
expenses and liabilities whatsoever which may be incurred by or arising from any
and all acts done or  omitted to be done by  Contractor  or  employees,  agents,
subcontractors  and  assigns of the  Contractor,  in  connection  with  services
performed or to be performed under this Agreement.  The Contractor shall provide
the County with  copies of  incident  reports and claims and the types of claims
made against the Contractor each quarter.

     4.04  The  interviewing,   hiring,  training,  assignment,   certification,
control,  management  compensation,  promotion and termination of all members of
the  Facility's  administration  and  staff  shall  be  the  responsibility  and
obligation of the  Contractor.  The  Contractor  shall  furnish  reports on such
matters  to the  County  when so  requested.  The  Contractor  will use its best
efforts  to hire and  train  local  personnel.  Staffing  shall  conform  to the
following:

     A. The  qualifications,  selection,  training and staff  development  shall
comply with County  standards,  and written job  descriptions  for all  employee
positions at the Facility shall be prepared and provided to the County.

     B. A sufficient  number of trained,  qualified  employees shall be on duty,
awake and fully dressed at all times to meet all contractual requirements and to
monitor Facility control, security end inmate safety.

     C. The County shall be notified within 72 hours of any


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change in the position of Facility Administrator.

     D. Adequate staff with provision for supervision of male and female inmates
shall be maintained in accordance with all legal requirements,  including County
standards.

     E. Hiring preference shall be given to current, qualified jail employees.

     4.05 The  Contractor  shall  use the best  efforts  to  purchase  goods and
services within the County.

     4.06 The  Contractor is associated  with the County for the purposes and to
the extent set forth in this  Agreement for the  performance  of operations  and
management  services  for  the  Facility,  and  Contractor  is and  shall  be an
independent  contractor and, subject to the terms of this Agreement,  shall have
the  sole  right  to  supervise,   manage,  operate,  control,  and  direct  the
performance of the details incident to its duties under this Agreement.  Nothing
contained in this Agreement shall be deemed or construed to create a partnership
or joint  venture,  to  create  the  relationships  of an  employer-employee  or
principal agent, or to otherwise create any liability for the County  whatsoever
with  respect  to  the  indebtedness,   liabilities,   and  obligations  of  the
Contractor.  The  Contractor  shall be solely  responsible  for  payment  of all
federal  income,  F.I.C.A.,  and other  taxes  owed or claimed to be owed by the
Contractor,  arising out of this Agreement,  and the Contractor  shall indemnify
and hold the  County  harmless  from and  against,  and shall  defend the County
against any and all losses, damages, claims, costs, penalties,  liabilities, and
expenses  whatsoever  arising or incurred because of, incident to, or other-wise
with respect to any such taxes.

     4.07 The Contractor  shall maintain the exterior walls,  roof,  foundation,
and all outside  utilities in good repair,  except for reasonable wear and tear.
Such  maintenance  includes the duty to repair and/or replace  components of the
building  that may be damaged due to neglect;  with  quality  equivalent  to the
original component.

     A. The Contractor shall not be liable to make repairs or replacement to any
exterior wall, roof, foundation, or outside utility that is the result of design
or construction  flaws.  The County shall pass through to the Contractor any and
all warranties from the Project Design/Builder.

     4.08 The Contractor shall provide the services hereinafter set forth at its
own expense and risk:

     A.  Maintain  all  interior  walls  and  ceilings,   window  glass,  doors,
electrical fixtures, and plumbing fixtures in good repair; painting all interior
wall, as required, and furnishing furnace filters.



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     B. Include all usual janitorial and maintenance  service including sweeping
and  mopping  of  floors,  trash  disposal,  cleaning  of  window,  dusting  and
replacement of light bulbs.

     C. Shall maintain grounds of the Facility,  mowing,  trimming,  watering of
plants and lawn to maintain a good cosmetic appearance of the grounds.

     D. Periodically have the Facility  fumigated and/or sprayed for insects and
rodents.



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                                  ARTICLE FIVE
                                  Medical Care



     5.01  Basic  medical  care  will  be  made  available  by  Contractor,   at
Contractor's sole cost, to all inmates housed at the Facility.  For the purposes
of this  Agreement,  basic medical care shall be limited to any condition  which
can be "self-treated" by the inmates or which may be treated by a lay technician
acting under  guidelines  provided by a medical doctor,  including first aid for
emergencies. This shall include dispensing, "over the counter" medications which
have been approved for inventory by the Facility's medical authority.

     5.02  Consistent  with  its  duties  to  provide  basic  medical  care  the
Contractor shall establish a program which includes:

     A. The training of all supervisory  staff in emergency first aid procedures
and cardiopulmonary resuscitation (CPR).

     B. Adopting  written  medical  backup plans which are  communicated  to all
employees and inmates.

     C.  Maintaining,  sufficient first aid supplies and equipment to adequately
support the overall basic medical care requirements of the inmate population.

     D. Maintaining,  replacing and replenishing  medical first aid supplies and
equipment in accordance  with prescribed  standards  recognized or approved by a
licensed health authority or organization that has expertise to evaluate, assess
and  determine  the  potential  need for or condition of the required  first aid
supplies and equipment.

     5.03  State   certification  shall  apply  to  all  health  care  personnel
responsible for dispensing medical services to inmates.

     5.04 Except as required by lawful authority, the Contractor will not accept
or admit into the Facility any offender who  represents a significant  health or
medical  risk.  Arresting  Officers must have a release from a physician for any
arrestee  that has obvious  medical  problems such as cuts,  broken bones,  etc.
prior to bringing the offender to the Facility.

     5.05 The Contractor shall develop workplace  guidelines which addresses all
airborne  and  blood  borne  pathogens,  communicable  diseases  including  HIV.
Contractor  shall develop  policies of  confidentiality  and an  employee/client
education program in compliance with State laws.

     5.06 The Contractor shall provide the County with copies of all


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medical related  policies and procures at, on or before the commencement of
this Agreement.

     5.07 Inmates  shall receive a physical  screening by qualified  health care
personnel  within seven days of admittance into the Facility.  Facility  nursing
staff shall perform the  screenings  and make referrals to the local hospital as
required.

     5.08 Inmate medical files shall be confidential  and accessed by authorized
health care personnel only.

     5.09 All prescription  drugs,  prostheses,  dental  treatment,  psychiatric
care,  eye  glasses  and  medical  treatment  that is not a part of the  routine
treatment at the Facility shall be at the expense of the inmate or the County.

     5.10 Should an inmate be hospitalized for any reason,  the Contractor shall
be responsible  for maintaining  security,  including the Indian Health Services
Hospital in Gallup, of the inmate for the first seventy-two (72) hours. Security
of inmates  hospitalized for more than 72 hours shall be the  responsibility  of
the County.

     5.11 The Contractor shall provide  psychological  evaluation and counseling
for inmates as necessary at the Facility.



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                                   ARTICLE SIX
                            Compliance With Standards


     6.01 The Contractor shall prepare and adopt,  prior to admitting any inmate
to the Facility,  a Procedures Manual for the operation of the Facility so as to
assure that the Facility is operated  fully in  accordance  with State and other
applicable laws and regulations,  rules and procedures promulgated by the County
and applicable standards promulgated by the ACA. The Contractor shall, from time
to time, make such  modifications  and corrections in the said Procedures manual
as are necessary to keep the Facility in compliance with such laws,  regulations
and standards.  The County and the  Contractor  agree that the Facility shall be
operated  according to those  applicable  standards  established by the American
Correctional Association in the STANDARDS FOR ADULT ' LOCAL DETENTION FACILITIES
third edition; except where specific exception is noted in this Agreement.

     6.02 The  Contractor  shall  require that all employees at the Facility are
adequately  trained  and  certified,  as  appropriate,  to perform at  standards
required  by State and other  applicable  law,  the rules of the  County and the
applicable ACA standards.

     6.03 The County and the  Contractor  shall agree upon a monitoring  plan to
assure  compliance with this agreement.  The Contractor shall develop and submit
to the County a detailed plan, illustrating how Contractor intends to facilitate
evaluation and monitoring of operations, prior to receiving any inmate.

     6.04  Notwithstanding,  any other term or provision of this Agreement,  the
minimum  standards  for operation  and  management of the Facility  shall be the
standards developed by the County and those applicable ACA standards agreed upon
by the County and the Contractor.



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                                  ARTICLE SEVEN
                              Duties of the County

     7.01 The County shall  cooperate  with the Contractor in all matters of law
enforcement,  security  and  communications  and  shall  employ  its  reasonable
influence and  persuasion to obtain such  cooperation  from the law  enforcement
agencies within the County and Slate

     7.02 The County shall assist and cooperate with the Contractor in obtaining
and  providing  information  needed  by  the  Contractor  in  the  screening  of
candidates for employment;  NCIC checks and driving  records.  The Contractor is
responsible for background and employment history checks.

     7.03 It is agreed that the first  priority for bed space in the Facility is
to assure  space is  available  for such persons that are detained by the County
Sheriff,  and the New Mexico State Police, and the city of Gallup.  However, the
County  and  Contractor  agree  it shall be to  their  mutual  benefit  that the
Facility  be utilized by an inmate  population  within the design  limits of bed
capacity. To this end, and throughout the term of the Agreement,  the County and
Contractor  agree to  cooperate  and  work to  manage  and  limit  vacancies  by
contracting with other jurisdictions, the Navajo Nation, the Pueblo of Zuni, and
the City of Gallup for the housing of their offenders.



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                                  ARTICLE EIGHT
                     Inmate Programs, Monitoring & Staffing

     8.01 The Contractor shall provide housing, supervision and programs for all
inmates including adult remedial education,  counseling, and other education and
training as required by law or the County.

     8.02  Orientation-All  inmates  entering  the  Facility  shall  complete an
orientation that includes:

     A. Intake booking, including but not limited to fingerprinting and mug shot
according to the appropriate State statutes.

     B. Physical examination within seven days of confinement.

     C. Orientation to Facility rules and regulations.

     D. Classification assignment.

     E. Education, counseling assessment.

     F. HIV orientation and education.

     G. Literacy screening.

     H. Other programs required by law or the County.

     8.03  Participation  by inmates in programs  shall be made available by the
Contractor at no cost to the inmate.

     8.04  Appropriate  safeguards shall be established to enable the Contractor
to closely monitor the whereabouts of each inmate,  including a daily system and
periodic  accounting for all inmates assigned to the Facility and providing that
such  inmates  shall only be allowed to,  leave the  Facility  to conduct  court
approved  business.  Written policy and procedure shall follow those  guidelines
from the ACA and guidelines based on generally accepted security practices.

     8.05 The Contractor  shall provide a designated area for family  visitation
which shall  accommodate  visitors and also  provide  shelter  during  inclement
weather.  Family visits shall be allowed five days a week during hours specified
by the Contractor.

     8.06  The  Contractor  shall  adopt   Disciplinary   procedures   including
procedures  for the  processing of violations and setting the types of sanctions
which may be imposed. Each inmate shall be given the Disciplinary Rules included
in the Orientation Handbook during intake.

     8.07 The  Contractor  shall be  responsible  for  maintaining  accurate and
complete file records, reports as necessary for each inmate.  Safeguards will be
established for the protection and


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confidentiality  of inmate  records.  Records  shall only be  disclosed  to
authorized  persons on a need to know basis.  Inmate records shall be maintained
for A period of three  years  after  discharge  from the  Facility.  Files shall
include:

     A. Identification data, including but not limited to fingerprinting and mug
shot according to the appropriate State statutes.

     B. Conditions of Confinement.

     C. Intake forms and assessments.

     D. Classification committee records.

     E. Correspondence.

     F. Disciplinary record.

     G. Incident reports.

     H. Release of information forms.

     1. Medical records (in a separate file).

     8.08  Inmate  labor  shall  only be  used to  support  the  Facility  or in
Community Service  projects.  No inmate shall perform personal services or labor
for any employee of the Facility.

     8.09 Inmate  trustee  status shall only be given to those inmates that meet
all requirements of being appointed as a trustee:

     A. Inmate must not have an aggravated with bodily harm or sexual offense.

     B. Inmate must be a resident of McKinley County, New Mexico.

     C.  Inmate,  with a bond  administrative  approval,  who is a resident of a
county directly adjoining McKinley County.

     D. Any other inmate that has been approved by the Classification Committee.

     E. Inmate must not have an escape offense on record.

     F.  Inmate must be approved  by the  Classification  Committee  for trustee
status.




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                                  ARTICLE NINE
                             Liability and Indemnity



     9.01 The County and the  Contractor  agree to jointly and  severally act to
ensure that neither  becomes  responsible for any such actions taken with regard
to  any  inmate  prior  to the  delivery  of  such  inmate  to the  Contractor's
employees,  officers,  and agents at the  Facility.  To the extent  possible and
allowed by law, the County and Contractor will insure that all inmate agreements
and contracts with other jurisdictions provide that the contracting jurisdiction
shall,  to the extent  allowed by law,  defend,  indemnify and hold harmless the
County and Contractor for any claims,  damages or losses arising,  or alleged to
have arisen from act or failures to act,  including but not limited to claims of
false arrest, false imprisonment, wrongful detention, violation of civil rights,
and all other claims of a similar nature, occurring prior to the delivery of any
inmate to the Facility,  or occurring after the release of any inmate  therefrom
to the contracting jurisdiction or assigning agency.

     9.02  Contractor  agrees to and  hereby  does  defend,  hold  harmless  and
indemnify  the  County  and  its  officers,  directors,  employees,  agents  and
representatives from and against any and all claims, damages,  demands,  losses,
costs,  assessments  and expenses  incurred or suffered by the County that arise
out of or result from any cause or claim or any  negligent  or  wrongful  act or
failure to act pursuant to the provisions of this Agreement by the Contractor or
its officers,  employees,  agents or  representatives,  or its subcontractors or
assigns,  but  not  including  specifically,  claims  made  that  arise  out  of
negligence of the officers, directors,  employees and agents of the County while
on the premises of the Facility.

     A. This  indemnity(s)  provisions(s)  is not meant to  violate  the  public
policies  regarding  indemnity If a court of competent  jurisdiction  determines
that the provisions of Section  56-7-1 NMSA 1978, as amended,  are applicable to
this Agreement, or any claim arising under this Agreement, then any Agreement to
indemnify  contained in this  Agreement  will not extend to  liability,  claims,
damages, losses or expenses, including attorneys fees arising out of:

     (1)  The  preparation  or  approval,  maps,  drawings,  opinions,  reports,
surveys,  change  orders,  design or  specifications  by the orders,  designs or
specifications by the indemnity,  or the agents or employees of the indemnities,
or (2) the  giving of or the  failure  to give  directions  or  instructions  by
indemnify or the agents or employees of the indemnity, or such giving or failure
to give  directions  or  instructions  is the primary  cause of bodily injury to
person or damage to property.


<PAGE>




     9.03 The Contractor agrees to and does hereby assume responsibility for the
maintenance  and repair of the real and personal  property  that is (a) owned by
the County or the Contractor; (b) is located at the Facility and; (c) is used by
the Contractor in the operation or maintenance of the Facility.

     9.04  Notwithstanding  the  foregoing  or an  other  term or  provision  or
condition of this Agreement, as to third parties and third party claims, nothing
in this  Agreement  is  intended  to nor shall be  interpreted  to: (a) waive or
deprive the County or the  Conductor of any legal  defense;  (b) give,  grant or
bestow any legal right, defense or benefit upon any third party; or; (c) deprive
the County or the  Contractor  of the  benefits of any legal  defense  including
sovereign and official immunity, or the benefits of any law limiting damages.



<PAGE>




                                   ARTICLE TEN
                                    Insurance

     10.01 Contractor shall obtain and maintain in force during the term of this
Agreement beginning not later then the commencement date, at its sole cost, risk
and expense and without charge or reimbursement  by the County,  the greater of,
(i) the amounts shown on Exhibit 1 or (ii) the State  requirement under the Tort
Claim Act. Save and except as hereafter modified by the parties in writing, such
insurance  shall be in addition  to the  coverage  maintained  or required to be
maintained by the County and shall insure against all claims whatsoever  against
Contractor or County, or their officers,  employees,  agents and representatives
in  connection  with the  detention,  care,  security,  housing and  training of
Inmates of the Facility, including but not limited to claims based on violations
or alleged  violations  of civil  right's  arising  from  services  performed by
(contractor or its employees, agents, subcontractors or assigns pursuant to this
Agreement.

     10.02 During the term of the  Agreement or any  extended  Term hereof,  the
Contractor shall at its sole cost and expense obtain,  keep and maintain in full
force  and  effect,   an  insurance  policy  or  policies   providing   worker's
compensation  Insurance (or its approved and  authorized  equivalent) in amounts
not less than the amounts required by State law.

     10.03 Prior to the  commencement  date the  Contractor  shall assure County
that the insurance  required  pursuant to this section 10.03 and Exhibit 1 is in
full  effect.  The  Contractor  shall  secure  such  insurance,   or  additional
insurance, through companies licensed to do business in the State of New Mexico,
and thereafter secure and maintain insurance coverages in effect as follows;

     A. A policy or policies  of  insurance  insuring  the  Facility  Buildings,
premises  furniture,  fixtures  and  equipment  against all  casualty and hazard
risks, and other risks of direct physical loss.

     B. A policy  insuring  against claims and liability for personal  injuries,
death or property damages that arise or are in any manner  occasioned by premise
defects  or acts or  negligence  of the  Contractor  or others  in the  custody,
operation or use of the Facility.

     C. All Contractor's  vehicles  (including those owned,  leased,  or hired),
regardless of the purpose, shall be covered by automobile liability insurance in
the amounts shown on Exhibit 1.

     D. All other  Policies of insurance  required by the County  regarding  the
Facility.

     10.04 Save and except as  specifically  provided in this Article Ten,  each
and every insurance policy required by this Article Ten shall name the County as
an additional insured and shall provide


<PAGE>



that such  policy may not be  canceled  or  modified  except  upon at least
thirty calendar days notice in writing to both the Contractor and the County.

     10.05  Contractor  shall provide to the County  insurance  certificates  as
proof  of the  insurance  policies  obtained,  and if,  through  no fault of the
Contractor, such insurance policies are canceled or endorsed in such a way as to
limit such  insurance  coverage,  Contractor  shall  provide the County  written
notice thereof immediately, and Contractor shall obtain, as soon as possible and
at its own  cost,  replacement  insurance.  Should  the  Contractor  not  obtain
sufficient  insurance  in a reasonable  time,  the County may obtain a policy to
fulfill  the  obligation  of the  Contractor  and shall  adjust  payments to the
Contractor to cover the premium cost of such insurance purchased by the County.

     10.06 The County shall be responsible  for providing  workers  compensation
coverage and liability  insurance for its officers,  agents and  employees,  and
insurance for County property,  with exception of that properly  provided by the
developer, used or stored at the Facility. Personal property of County employees
or Contractor's  employees stored or used at the Facility, the responsibility of
the owners and not of the County, the Contractor nor their respective insurers.

     10.07 Should any required  policy  lapse from  non-payment,  the County may
provide the policy at the Contractor's expense.



<PAGE>





                                 ARTICLE ELEVEN
                            Monitoring by the County

     11.01 The County shall  regularly  monitor the  operation of the  Facility,
and, to this end, the County's designated  representative may conduct a thorough
on-site  inspection of the liability at least once during each month  throughout
the term of this  Agreement.  Such  monitoring  by County  shall not relieve the
Contractor of any duties, standards of care or responsibility.  The County shall
be given full access to conduct, and will conduct, any other inspection required
by law.



                                 ARTICLE TWELVE
                              Additional Provisions



     12.01  Notwithstanding  Contractor's  obligation to perform, or cause to be
performed,  all duties and services set forth in this Agreement in consideration
of  the  compensation  to be  paid  hereunder  to  Contractor,  the  County  and
Contractor  recognize and agree that operation changes,  and additional Services
desired by  jurisdictions  contracting  for  placement of inmates,  may, at some
future time,  require that Contractor  provide service not included in the terms
of this Agreement In such event,  the County and the Contractor  shall negotiate
and execute  written terms,  conditions and amendments  hereto or  supplementary
agreements prior to any such services being provided or compensation earned.

     12.02  In the  event  of the  occurrence  of any  damage  to or loss of the
Facility that  materially  affects the  continued  operation of the Facility the
Contractor  shall  immediately  notify  the  County of such loss or  damage.  If
insurance  proceeds are available,  the Contractor shall immediately  proceed to
obtain repair and reconstruction of the Facility in consultation with the County
only as to the plans and  quality of repair.  The  County has no  obligation  to
appropriate funds for this purpose, except insurance proceeds revolved therefor.
If the County  decides that the damage is too extensive to repair or reconstruct
and  decides  not to  rebuild  the  Facility,  this  Agreement  shall  terminate
immediately upon such determination.

     12.03 The Contractor shall not sell, assign, transfer,  convey or encumber,
in whole or in part, their Contract or any right,  interest,  duty or obligation
of  performance  herein or  hereunder  or suffer or permit any such  assignment,
transfer or encumbrance to occur by operation of law.

     12.04 All subcontractors for counseling, education and employee services at
the Facility are subject to the approval of an


<PAGE>



authorized  representative  of  the  County,  which  approval  will  not be
unreasonably withheld.




<PAGE>




                                ARTICLE THIRTEEN
                             Default and Termination



     13.01 Each of the  following  shall  constitute  an Event of Default by the
Contractor:

     A. A material failure to keep,  observe,  perform,  meet or comply with any
covenant,  Agreement,  term or provision of this Agreement  which is the duty of
the Contractor hereunder,  which failure continues for a period of 90 days after
the Contractor has been provided written notice thereof.

     B. A  material  failure  to  meet or  comply  with  any  Court  Order;  the
standards,  rules  and  regulations  of the  County  or  any  federal  or  State
requirement  or law;  which  failure  continues  for a period  of 90 days  after
written notice thereof of the Contractor.'

     C. The discovery by the County that any material statement, representation,
or  warranty  herein or made is  support of the award of this  Agreement  to the
Contractor is false, misleading or erroneous in a material respect.

     D.  Failure  of the  Contractor  to  timely  pay trade  creditors,  utility
suppliers  payroll and other  operational  expenses;  timely  payments  shall be
within ninety days of billing.

     E. Failure of the Contractor to comply with the terms of the Operations and
Management Agreement.

     13.02  Upon the  occurrence  of an Event of Default  and if the  Contractor
believes that it cannot be corrected  within the 90 days allowed to cure period,
and if the Contractor, through a diligent, on-going, and conscientious effort to
correct the default  believes  that the cure will take longer than 90 days,  the
Contractor may submit a plan for a cure to the County.  Upon receipt of the plan
and review by the County, the County may at its discretion approve or disapprove
of the plan. If the County  approves of the plan, the County agrees that it will
not exercise its remedies  hereunder so long as the Contractor  takes  diligent,
on-going  conscientious action to cure the default. If the County disapproves of
the Contractor s plan, the County will identify  corrective actions necessary to
be taken and give a specific time frame for correction.

     13.03  In the  event of a  bankruptcy,  reorganization,  debt  arrangement,
moratorium, proceeding under any bankruptcy or insolvency law, or dissolution or
liquidation  proceeding  is  instituted  by  or  against  the  Contractor,  this
Agreement shall be reviewed  immediately by the County and determination made as
to continue the contractual agreement or modify the agreement to


<PAGE>



ensure that the County is not liable for contractor s debt.

     13.04 The Contractor may terminate this Agreement at its sole discretion in
the event that  sufficient  funds are not provided or appropriated by the County
to pay the amounts due the Contractor  for services  provided under Article 3 of
this Agreement; if the failure of funding arises from matters beyond the control
of the Contractor and is without fault or negligence of the Contractor




<PAGE>




                                ARTICLE FOURTEEN
                               Non-Discrimination

     14.01 The Contractor shall not discriminate against any employee, inmate or
subcontractor  with regard to race,  color,  handicap,  religion,  sex, national
origin or age.

     14.02 The Contractor  agrees to place in conspicuous  places,  available to
employees and applicants for employment, notices setting forth the provisions of
this non-discrimination  clause and that all advertisements for employment shall
state that the Contractor is an Equal Opportunity Employer.

     14.03  The  contractor  shall  make  every  effort  to use  under  utilized
businesses minority and female owned businesses and suppliers in the performance
of this Agreement.

                                 ARTICLE FIFTEEN
                            Applicable Law and Venue

     15.01 This Agreement  shall be construed  under and in accordance  with the
laws of the State of New  Mexico,  and all  obligations  created  hereunder  are
performable in McKinley County,  New Mexico.  Venue shall lie and be in McKinley
County, New Mexico.

                                 ARTICLE SIXTEEN
                               Legal Construction

     16.01 In case any one or more of the provisions  contained in the Agreement
shall, for any reason, be held invalid,  illegal or  unenforceable,  and such is
not a material provision,  such validity,  illegality or unenforceability  shall
not effect any other provision hereof.

                                ARTICLE SEVENTEEN
                                   Amendments

     17.01 This  Agreement  may be amended  only in writing,  with such  written
instrument approved and executed by both the County and the Contractor.

                                ARTICLE EIGHTEEN
                         Compliance With Federal Tax law

     18.01 The  Contractor  acknowledges  and agrees that the  Facility has been
financed with tax exempt bonds issued by the County under the  provisions of the
Internal Revenue Code of 1986, as amended. Therefore, this Agreement is required
to comply with Rev. Proc. 93-19  promulgated by the Internal Revenue Service and
other  regulations/guidelines which may hereafter be promulgated by the Internal
Revenue Service for management  contracts such as this Agreement.  Consequently,
the  Contractor  and County  agree that this  Agreement  shall be construed in a
manner necessary to satisfy the


<PAGE>



terms  and  conditions  of  Rev.Proc.93-19  and other  future  regulations/
guidelines  and, if necessary to protect and preserve the tax exempt;  status of
bonds  issued by the County to finance the  Facility,  shall be modified to meet
those requirements.


                                ARTICLE NINETEEN
                               Election Authority

     19.01 By his or her signature below, each signatory  individually certifies
that he or she is the  properly  authorized  agent or officer of the  applicable
party hereto and has the necessary authority to execute this Agreement on behalf
of such party, and each party hereby certifies to the other that any resolutions
necessary  to create  such  authority  have been duly passed and are now in full
force and effect.

                                 ARTICLE TWENTY
                                Entire Agreement

     20.01  This  Agreement   constitutes  the  sole  and  only  Operations  and
Management   Agreement  of  the  Parties   hereto  and   supersedes   any  prior
understanding or written or oral agreements  between the parties  respecting the
within subject matter.

     This Agreement  entered into as of the day and year first written on Page 1
of Agreement.

Board of Commissioners/McKinley County, New Mexico/Gallup, New
Mexico


-------------------------
Earnest C. Becenti, Sr.
Chairperson


-------------------------
Bennie Shelly
Commissioner


-------------------------
Sharon Richards
Commissioner


ATTEST:

-----------------------
Carol K. Sloan
McKinley County Clerk

Correctional Services Corporation, Sarasota, Florida


<PAGE>






By ______________________
         Ira Cotler


Title  ECP- Finance




<PAGE>




EXHIBIT 1
Minimum Insurance Coverage


TYPE COVERAGE                           LIMIT
                                        Per Occurrence         $5,000,000

Comprehensive General Liability         Aggregate              $10,000,000
Including Civil Rights


Workers Compensation                    Statutory Amounts
Automobile Liability                    $2,000,000