Exhibit 10.27.1
                         Equity Office Properties, L.L.C
                     Office of the Building
                                Westshore Center
              1715 North Westshore Boulevard, Tampa, Florida 33607
                          813.288.9333 Fax 813.288.9134

January 21, 1997

Mr. Michael Lambert
Vice President
Correctional Services Corporation
1819 Main Street
Suite 10000
Sarasota, Florida 34236

Re:      Sarasota City Center

Dear Michael:

     Enclosed are five (5) copies of a lease amendment for  approximately  1,399
square feet on the Sixth Floor (6th) floor at Sarasota City Center.

     Please review the enclosed  documents,  and if acceptable,  the appropriate
party and two  corporate  officers  to witness and attest will need to sign four
sets where  indicated.  After the leases have been executed,  please return four
sets me at to 1819 Main Street, Management Office, Sarasota, Florida 34236.

     Please note that the Tenant Improvement  Allowance equals the amount of the
contractor's bid to build-out the space,  including plans and permits,  and that
any changes to the plans are the sole responsibility of the Tenant.

     Should you have any questions or comments regarding the enclosed documents,
please do not hesitate to contact me at (813) 288-9333.  We look forward to your
tenancy in Sarasota City Center.

Sincerely,
Equity Office Properties, L.L.C., L.C.


Alex Y. Cobble
Area Leasing Representative

cc:      Arvid Povilaitis
         Mark Scully
         Ron O'Neal
         File


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     Doing business as Equity Office Properties, L.L.C., L.C. In Florida, Equity
Office  Properties,  A  Limited  Liability  Company  In Ohio and  Equity  Office
Properties, LLC In California.



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                                SECOND AMENDMENT

     This Second Amendment (the  "Amendment") is made and entered into as of the
____ day of  ________,  19___,  by and between  Zell  Merrill  Lynch Real Estate
Opportunity  Partners  Limited  Partnership  ("Landlord")  by its agent,  Equity
Office Holdings,  L.L.C., L.C., and Correctional Services  Corporation,  Inc., a
Delaware  Corporation  (formerly  known as Esmor  Correctional  Services,  Inc.)
("Tenant").

                                   WITNESSETH

     A. WHEREAS, Landlord and Tenant are parties to that certain lease dated the
Thirtieth day of June, 1995 currently  containing  approximately  6,409 rentable
square  feet of space  described  as Suite No.  1000 on the  Tenth  floor of the
building commonly known as Sarasota City Center and the address of which is 1819
Main Street,  Sarasota,  Florida  34236 (the  "Building"),  which lease has been
previously   amended  or  assigned  by  instrument   dated   November  15,  1996
(collectively, the "Lease"); and

     B.  WHEREAS,  Tenant has  requested  that  additional  space  consisting of
approximately  1,399  rentable  square feet on the Sixth  floor of the  Building
shown on Exhibit A hereto (the  "Expansion  Space") be added to the Premises and
that the Lease be appropriately  amended, and Landlord is willing to do the same
on the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained  and other good and  valuable  consideration  the  receipt and
sufficiency  of which are hereby  acknowledged,  Landlord  and  Tenant  agree as
follows:

     I. Expansion and Effective  Date,  Effective as of the Expansion  Effective
Date (as  hereinafter  defined),  the Premises is increased  from 6,409 rentable
square  feet on the Tenth floor to 7,808  rentable  square feet on the Sixth and
Tenth  floor(s) by the addition of the Expansion  Space.  The lease term for the
Expansion  Space shall  commence on the Expansion  Effective Date and end on the
Termination Date. The Expansion Space is subject to all the terms and conditions
of the Lease  except as expressly  modified  herein and except that Tenant shall
not be  entitled  to  receive  any  allowances,  abatement  or  other  financial
concession  granted  with respect to the Premises  unless such  concessions  are
expressly provided for herein with respect to the Expansion Space.

     A. Tile  Expansion  Effective Date shall be the later to occur of (i) March
1, 1997  ("Target  Expansion  Effective  Date"),  and (ii) the date  upon  which
Landlord's  improvement  work in the  Expansion  Space  has  been  substantially
completed; provided, however, that if Landlord shall be delayed in substantially
completing  the  Landlord's  work in the  Expansion  Space  as a  result  of the
occurrence of any of the following (a "Delay"):


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     1. Tenant's failure to furnish  information or to respond to any request by
Landlord for any approval or information  within any time period  prescribed or,
if no time  period is  prescribed,  then  within two (2)  Business  Days of such
request; or

     2. Tenant's  insistence on materials,  finishes or installations  that have
long  lead  times  after  having  first  been  informed  by  Landlord  that such
materials, finishes or installations will cause a Delay; or

     3. Changes in any plans and specifications; or

     4. The  performance  or  nonperformance  by a person or entity  employed by
Tenant in the completion of any work (all such work and such persons or entities
being subject by the prior approval of Landlord); or


     5 Any request by Tenant that  Landlord  delay the  completion of any of the
Landlord's work; or

     6.  Any  breach  or  default  by  Tenant  in the  performance  of  Tenant's
obligations under this Amendment or the Lease; or

     7. Any  delay  resulting  from  Tenant's  having  taken  possession  of the
Expansion Space for any reason prior to substantial completion of the Landlord's
work; or

     8.  Any  other  delay  chargeable  to  Tenant,  its  agents,  employees  or
independent contractors; or

     9. Any other cause beyond Landlord's control;

     then, for purposes of determining the Expansion Effective Date, the date of
substantial  completion  shall be deemed to be the day that said Landlord's work
would have been substantially  completed absent any such Delay(s). The Expansion
Space shall be deemed to be  substantially  completed on the date that  Landlord
reasonably determines that all Landlord's work has been performed (or would have
been  performed  absent any  Delays),  other than any  details of  construction,
mechanical  adjustment or any other matter,  the noncompletion of which does not
materially interfere with Tenant's use of the Expansion Space. The adjustment of
the Expansion  Effective Date and,  accordingly,  the  postponement  of Tenant's
obligation to pay Rent on the Expansion  Space shall be Tenant's sole remedy and
shall constitute full settlement of all claims that Tenant might otherwise

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have against  Landlord by reason of the Expansion Space not being ready for
occupancy by Tenant on the Target Expansion Effective Date.

     B. In addition to the postponement, if any, of the Expansion Effective Date
as a result of the  applicability  of  Paragraph  I.A.  of this  Amendment,  the
Expansion  Effective  Date shall be delayed to the extent that Landlord fails to
deliver  possession of the Expansion  Space for any other reason,  including but
not limited to, holding over by prior occupants. Any such delay in the Expansion
Effective  Date shall not  subject  Landlord  to any  liability  for any loss or
damage  resulting  therefrom.  If the Expansion  Effective Date is delayed,  the
Termination Date under the Lease shall not be similarly extended.

     II. Monthly Base Rental,

     In  addition to Tenant's  obligation  to pay Base Rental for the  Premises,
Tenant shall pay Landlord the sum of Ninety Three  Thousand Three Hundred Eighty
Three and 35/100s* Dollars  ($93,383.35*) as Base Rental for the Expansion Space
in 44 monthly installments as follows:

     A. Seven equal  installments  of  $1,923.63*  each payable on or before the
first day of each month  during the  period  beginning  March 1, 1997 and ending
September 30, 1997.

     B. Twelve equal  installments  of $2,040.21*  each payable on or before the
first day of each month during the period  beginning  October 1, 1997 and ending
September 30, 1998.

     C. Twelve equal  installments  of $2,156.79*  each payable on or before the
first day of each month during the period  beginning  October 1, 1998 and ending
September 30, 1999.

     D. Thirteen equal  installments of $2.273,38* each payable on or before the
first day of each month during the period  beginning  October 1, 1999 and ending
October 31, 2000.

                    *Plus Applicable Florida State Sales Tax

     All such Base  Rental  shall be  payable by Tenant in  accordance  with the
terms of Article V of the Lease.

     Landlord and Tenant acknowledge that the foregoing schedule is based on the
assumption that the Expansion  Effective Date is the Target Expansion  Effective
Date. If the Expansion Effective Date is postponed, the beginning date set forth
above with respect to the payment of any  installment(s) of Base Rental shall be
appropriately  adjusted  on a per them  basis  and set  forth in a  confirmation
letter to be prepared by Landlord.

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     III.  Additional Security Deposit,  Upon Tenant's execution hereof,  Tenant
shall  pay  $2,183.02  to  Landlord  which is added to and  becomes  part of the
Security  Deposit if any, held by Landlord which is added to and becomes part of
the Security  Deposit,  if any, held by Landlord as provided  under the Lease as
security for payment of Rent and the  performance  of other terms and conditions
of the Lease of Tenant. Accordingly, simultaneous with the execution hereof, the
Security Deposit is increased from $10,414.63 to $12,597.65.

     IV. Tenant's Pro Rata Share,  For the period  commencing with the Expansion
Effective Date and ending on the Termination  Date,  Tenant's Pro Rata Share for
the Expansion Space is Fifty Six Hundredths of a percent (.56%).

     V. Base Year,  Base  Amount,  Tax Base,  and Expense  Base.  For the period
commencing with the Expansion Effective Date and ending on the Termination Date,
the Base Year for the  computation  of  Tenant's  Pro Rata Share of Basic  Costs
applicable to the Expansion Space is 1995.

     VI. Improvements to Expansion Space.

     A. Tenant has inspected  the Expansion  Space and agrees to accept the same
"as is" without any agreements,  representations,  understandings or obligations
on the part of  Landlord to perform any  alterations,  repairs or  improvements,
except as may be expressly provided otherwise in this Amendment.

     B. Cost of  Improvements  to  Expansion  Space.  Provided  Tenant is not in
default,  Tenant  shall be entitled  to receive an  improvement  allowance  (the
"Expansion Improvement  Allowance") in an amount not to exceed Fourteen Thousand
Nine Hundred Fifty Five and 31/100s  Dollars  ($14,955.31)  to be applied toward
the cost of performing  initial  construction,  alteration or improvement of the
Expansion Space, including but not limited to the cost of space planning, design
and related  architectural and engineering services. In the event the total cost
of the  initial  improvements  to the  Expansion  Space  exceeds  the  Expansion
Improvement Allowance,  Tenant shall pay for such excess upon demand. The entire
unused balance of the Expansion Improvement  Allowance,  if any, shall accrue to
the sole

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     benefit  of  Landlord.   Landlord  shall  pay  such  Expansion  Improvement
Allowance  directly to the  contractors  retained  to perform the  construction,
design or related improvement work to the Expansion Space.

     C. Responsibility for Improvements to Expansion Space. Landlord shall enter
into a direct contract for the initial  improvements to the Expansion Space with
a general  contractor  selected by  Landlord.  Tenant  shall devote such time in
consultation with Landlord or Landlord's architect as may be required to provide
all  information  Landlord  deems  necessary  in order  to  enable  Landlord  to
complete,  and obtain  Tenant's  written  approval of, the plans for the initial
improvements  to the  Expansion  Space in a timely  manner.  All  plans  for the
initial  improvements  to the  Expansion  Space  shall be subject to  Landlord's
consent,  which consent shall not be unreasonably  withheld. If the cost of such
improvements  exceeds  the  Expansion  Improvement  Allowance,   then  prior  to
commencing any  construction of improvements  to the Expansion  Space,  Landlord
shall submit to Tenant a written  estimate  setting forth the anticipated  cost,
including  but not  limited to the cost of space  planning,  design and  related
architectural and engineering services, labor and materials,  contractor's fees,
and permit fees. Within a reasonable time thereafter, Tenant shall either notify
Landlord  in  writing  of its  approval  of the cost  estimate  or  specify  its
objections thereto and any desired changes to the proposed improvements.  In the
event Tenant notifies  Landlord of such objections and desired  changes,  Tenant
shall  work  with  Landlord  to reach a  mutually  acceptable  alternative  cost
estimate.

     VII. Early Access to Expansion  Space.  During any period that Tenant shall
be permitted to enter the Expansion Space prior to the Expansion  Effective Date
(e.g.,  to perform  alterations or  improvements),  Tenant shall comply with all
terms and provisions of the Lease, except those provisions  requiring payment of
Base Rental or Additional Base Rental as to the Expansion Space. If Tenant takes
possession of the Expansion Space prior to the Expansion  Effective Date for any
reason  whatsoever  (other than the  performance of work in the Expansion  Space
with Landlord's  prior  approval),  such possession  shall be subject to all the
terms and conditions of the Lease and this Amendment,  and Tenant shall pay Base
Rental and  Additional  Base  Rental as  applicable  to the  Expansion  Space to
Landlord on a per diem basis for each day of  occupancy  prior to the  Expansion
Effective Date.

     VIII. Parking.

     1. During the Lease Term, Tenant agrees to lease from Landlord and Landlord
agrees to lease to Tenant an additional four (4) unreserved  parking spaces (the
"Spaces") in the Building garage ("Garage") for the use of

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     Tenant and its  employees.  No deductions  or allowances  shall be made for
days when Tenant and its employees do not utilize the parking  facilities or for
Tenant  utilizing  less than all of the  number of  unreserved  Spaces set forth
above.  Tenant shall not have the right to lease or otherwise  use more than the
number of unreserved Spaces set forth above.

     2. Tenant shall pay Landlord,  as Additional Base Rental in accordance with
Article V of the Lease,  the sum of $40.00 per month,  plus  applicable  Florida
State Sales Tax for each unreserved parking Space leased by Tenant hereunder.

     3.  Except for  particular  spaces and areas  designated  by  Landlord  for
reserved  parking,  all parking in the Garage shall be on an  unreserved,  first
come,  first served  basis.  Reserved  Spaces,  if any,  shall be  designated by
Landlord.

     4. Landlord  shall not be  responsible  for money,  jewelry,  automobile or
other personal  property lost in or stolen from the Garage regardless of whether
such loss or theft  occurs when the Garage or other areas  therein are locked or
otherwise  secured.  Except as caused by the negligence or willful misconduct of
Landlord and without  limiting  the terms of the  preceding  sentence,  Landlord
shall not be liable for any loss,  injury or damage to persons  using the Garage
or automobiles or other property  therein,  it being agreed that, to the fullest
extent  permitted  by law,  the use of the  Spaces  shall be at the sole risk of
Tenant and its employees.

     5.  Landlord  shall  have the  right  from  time to time to  designate  the
location  of the  Spaces  and to  promulgate  reasonable  rules and  regulations
regarding the Garage, the Spaces and the use thereof, including, but not limited
to, rules and  regulations  controlling  the flow of traffic to and from various
parking  areas,  the angle and  direction of parking and the like.  Tenant shall
comply  with  and  cause  its  employees  to  comply  with all  such  rules  and
regulations as well as all reasonable additions and amendments thereto.

     6. Tenant shall not store or permit its employees to store any  automobiles
in the  Garage  without  the prior  written  consent  of  Landlord.  Except  for
emergency  repairs,  Tenant and its employees  shall not perform any work on any
automobiles while located in the Garage or on the Property. If its necessary for
Tenant or its  employees to leave an  automobile in the Garage or on the surface
parking areas overnight, Tenant shall provide Landlord with prior notice thereof
designating the license plate number and model of

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such automobile.

     7. Landlord shall have the tight to temporarily close the Garage or certain
areas  therein  in  order  to  performing  necessary  repairs,  maintenance  and
improvements to the Garage.

     8.  Tenant  shall not  assign or  sublease  any of the Spaces  without  the
consent of Landlord.  Landlord  shall have the right to  terminate  this Parking
Agreement with respect to any Spaces that Tenant desires to sublet or assign.

     9. Landlord may elect to provide parking cards or keys to control access to
the Garage.  In such event,  Landlord  shall provide Tenant with one card or key
for each Space that Tenant is leasing  hereunder,  provided that Landlord  shall
have the right to  require  Tenant or its  employees  to place a deposit on such
access cards or keys and to pay a fee for any lost or damaged cards or keys.

     IX. Miscellaneous.

     A. This Amendment sets forth the entire agreement  between the parties with
respect to the matters set forth herein.  There have been no additional  oral or
written representations or agreements.

     B. Except as herein  modified or amended,  the  provisions,  conditions and
terms of the Lease shall remain unchanged and in full force and effect.

     C. In the case of any inconsistency between the provisions of the Lease and
this Amendment, the provisions of this Amendment shall govern and control.

     D.  Submission of this  Amendment by Landlord is not an offer to enter into
this  Amendment  but  rather  is a  solicitation  for such an  offer by  Tenant.
Landlord  shall not be bound by this  Amendment  until Landlord has executed and
delivered the same to Tenant.

     E.  The  capitalized  terms  used in this  Amendment  shall  have  the same
definitions as set forth in the Lease to the extent that such capitalized  terms
are defined therein and not redefined in this Amendment.

     F. This Amendment shall be of no force and effect unless and until accepted
by any guarantors of the Lease, who by signing below shall agree that their

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guarantee  shall  apply  to  the  Lease  as  amended  herein,  unless  such
requirement is waived by Landlord in writing.

     G.  Tenant  hereby  represents  to  Landlord  that Tenant has dealt with no
broker in connection  with this  Amendment.  Tenant agrees to indemnify and hold
Landlord  and the  Landlord  Related  Parties  harmless  from all  claims of any
brokers claiming to have represented Tenant in connection with this Amendment.



     IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this Amendment
as of the day and year first above Written.

WITNESS/ATTEST:                       LANDLORD: Zell Merrill Lynch Real
                                      Estate
                                      Opportunity Partners Limited Partnership

                                      By: Equity Office Holdings, L.L.C., L.C.,
                                      as agent


                                      By:
-------------------------------          ----------------------------------


Name (print):
             ------------------      Name:    Arvid Povilaitis:


                                     Title:   Vice President, Asset Management
-------------------------------

Name (print):


WITNESS/ATTEST:                    TENANT: Correctional Services Corporation,
                                   a Delaware Corporation


                                   By:


---------------------------------  ------------------------------------------


Name                               Name:
(print):

---------------------------------     ---------------------------------------


                                  Title:
                                         ------------------------------------
Name (print):                     Date:
             ------------------


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