Exhibit 10.43

          TEXAS JUVENILE PROBATION COMMISSION CONSTRUCTION BOND PROJECT
                            OFFICIAL NOTICE OF AWARD

     On June 7, 1996 the board of the Texas Juvenile Probation  Commission voted
to allocate funds to applicants for the construction  bond project,  pending the
approval of such applications by the Texas Public Finance  Authority.  As one of
the counties selected for funding, this is your official notification and letter
of acceptance.

     The  board  voted to  allocate  up to  $2,550,000  to  Colorado  County  to
construct a minimum of 100  post-adjudicatory  secure  beds.  Any project  whose
actual  construction  costs  are  less  than the  award  will  have the  balance
de-obligated,  and the funds will be reallocated to other  projects.  Any actual
costs in  excess  of those  projected  in the  application  must be borne by the
county. The final award of the funds is contingent upon:

1. Texas Public Finance Authority and Bond Review Board approval.
2. Approval and verification of the local 25% match requirement.
3. Correction of any deficiencies noted in the site evaluation report.
4. Formal acceptance of the award and all applicable conditions of the award.
   By signing below, the county formally accepts the amount and conditions of
   the award:


-----------------------------------------
County Judge, County of Colorado



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-----------------------------------------
Juvenile Board Chairman, Colorado County


-----------------------------------------
Tri-County Juvenile Board, Chairman




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            MANAGEMENT AGREEMENT FOR OPERATION OF THE COLORADO COUNTY
                          JUVENILE RESIDENTIAL FACILITY

     This Management  Agreement (as amended or supplemented as herein  provided,
the  "Agreement")  is made and entered  into by and between  Esmor  Correctional
Services, Inc., a duly organized corporation of the State of Delaware ("Esmor"),
and Colorado County,  Texas, a political  subdivision of the State of Texas (the
"County").


                                   WITNESSETH:

     WHEREAS,  the  County  desires  to build and  operate  a post  adjudication
juvenile  facility  containing a total of one hundred (100)  juvenile  detention
beds (the "Facility");

     WHEREAS,  the County  desires to engage  Esmor to manage  and  operate  the
Facility and to provide the program  services  described herein (the "Programs")
under the terms and conditions contained herein.

     NOW,  THEREFORE,  for and in  consideration  of the promises and the mutual
covenants hereinafter contained, and subject to the conditions herein set forth,
the parties hereto covenant, agree, and bind themselves as follows:


                                   ARTICLE ONE
                                   DEFINITIONS

     1.1 Interpretation. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

     1.1.1  All  references  in  this   instrument  to  designated   "Articles",
"Sections",  "Exhibits",  and other subdivisions are to the designated Articles,
Sections,  Exhibits and other  subdivisions  of this  instrument  as  originally
executed.

     1.1.2 The words  "herein",  "hereof 1, and  hereunder"  and other  words of
similar  import  refer to this  Agreement  as a whole and not to any  particular
Article, Section, Exhibit, or other subdivision.

     1.1.3 This Agreement contains references to documents and other instruments
that are not in  existence  on the date of  execution  hereof.  When and as such
instruments are prepared and are approved by Esmor and the County the references
herein to such instruments and to any capitalized  terms used therein shall have
the same  effect as though  such  instruments  existed on the date of  execution
hereof.



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     1.2  Service  Commencement  Date.  Shall  mean the date  upon  which  Esmor
commences the provision of operational and management services of the Facility.


                                   ARTICLE TWO
                         REPRESENTATIONS AND WARRANTIES

     2.1  Representations of Esmor. Esmor represents and warrants to and for the
benefit of the County,  with the intent  that the County  will rely  thereon for
purposes of entering into this Agreement, as follows:

     2.1.1 Organization and Qualification.  Esmor has been duly incorporated and
is validly  existing as a  corporation  in good  standing  under the laws of the
State of Delaware  with power and authority to own or lease its  properties  and
conduct its business as presently conducted.

     2.1.2 Authorization. This Agreement has been duly authorized, executed, and
delivered  by Esmor and,  assuming  due  execution  and  delivery by the County,
constitutes a legal,  valid, and binding agreement  enforceable against Esmor in
accordance with its terms.

     2.1.3 No Violation of Agreements, Articles of Incorporation, or Bylaws. The
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
fulfillment of the terms hereof will not conflict with, or result in a breach of
any of the terms and provisions of, or constitute a default under any indenture,
mortgage,  deed of trust,  lease, loan agreement,  license,  security agreement,
contract,  governmental  license or permit,  or other agreement or instrument to
which Esmor is a party or by which its properties are bound, or any order, rule,
or regulation of any court or any regulatory  body,  administrative  agency,  or
properties,  except  any such  conflict,  breach,  or  default  which  would not
materially and adversely affect Esmor's ability to perform its obligations under
this Agreement,  and will not conflict with, or result in a breach of any of the
terms and  provisions  of,  or  constitute  a default  under,  the  Articles  of
Incorporation (or other corresponding charter document) or Bylaws of Esmor.

     2.1.4 No Defaults Under Agreements.  Esmor is not in default,  nor is there
any event in existence which,  with notice or the passage of time or both, would
constitute a default by Esmor,  under any  indenture,  mortgage,  deed of trust,
lease,  loan agreement,  license,  security  agreement,  contract,  governmental
license or permit, or other agreement or instrument to which it is a party or by
which any of its  properties  are bound and which default would  materially  and
adversely  affect  Esmor's  ability  to  perform  its  obligations   under  this
Agreement.

     2.1.5  Compliance  with Laws.  Neither Esmor not its officers and directors
purporting to act on behalf of Esmor have been advised, and have no


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reason to believe,  that Esmor or such officers and directors have not been
conducting   business  in  compliance  with  all  applicable  laws,  rules,  and
regulations of the jurisdictions in which Esmor is conducting business including
all safety laws and laws with respect to discrimination in hiring,  promotion or
pay of  employees  or other laws  affecting  employees  generally,  except where
failure to be so in compliance  would not materially and adversely affect Esmor'
s ability to perform its obligations under this Agreement.

     2.1.6 No  Litigation.  There is not now  pending  or, to the  knowledge  of
Esmor,  threatened,  any action,  suit, or proceeding to which Esmor is a party,
before or by any court or governmental agency or body, which might result in any
material  adverse  change in Esmor' s ability to perform its  obligations  under
this Agreement, or any such action, suit, or proceeding related to environmental
or civil rights  matters;  and no labor  disturbance  by the  employees of Esmor
exists or is imminent which might be expected to materially and adversely affect
Esmor's ability to perform its obligations under this Agreement.

     2.1.7 Taxes.  Esmor has filed all  necessary  federal,  state,  and foreign
income  and  franchise  tax  returns  and has paid all  taxes as shown to be due
thereon;  and Esmor has no  knowledge  of any tax  deficiency  which has been or
might be asserted  against Esmor which would  materially  and  adversely  affect
Esmor's ability to perform its obligations under this Agreement.

     2.1.8 Disclosure.  There is no material fact which materially and adversely
affects  or in the  future  will (so far as Esmor  can now  reasonably  foresee)
materially and adversely affect Esmor's ability to perform its obligations under
this  Agreement  which has not been  accurately  set forth in this  Agreement or
otherwise  accurately  disclosed  in writing to the County by Esmor prior to the
date hereof.

     2.2  Representations  of the County.  The County represents and warrants to
and for the  benefit of Esmor with the intent  that Esmor will rely  thereon for
purposes of entering into this Agreement as follows:

     2.2.1 Authorization.  The County has the requisite power to enter into this
Agreement  and perform its  obligations  hereunder and by proper action has duly
authorized the execution, delivery, and performance hereof.

     2.2.2 No Violation  of  Agreements.  The  consummation  of the  transaction
contemplated  by this Agreement and the fulfillment of the terms hereof will not
conflict  with, or result in a breach of any of the terms and  provisions of, or
constitute a default under any other agreement or instrument to which the County
is party or by which its properties, except any such conflict, breach or default
which would not materially and adversely  affect the County's ability to perform
its obligations under this Agreement.

     2.2.3 Disclosure. There is no material fact which materially


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and  adversely  affects or in the future will (so far as the County can now
reasonably  foresee)  materially  and adversely  affect the County's  ability to
perform its obligations under this Agreement,  which has not been accurately set
forth in this Agreement or otherwise accurately disclosed in writing to Esmor by
the County prior to the date hereof.


                                  ARTICLE THREE
                    EFFECTIVE DATE, INITIAL TERM, EXTENSIONS

     3.1 Effective Date of Agreement,  Initial Term. This Agreement shall become
effective upon its execution and delivery,  and shall continue in full force and
effect unless sooner terminated,  as hereinafter  provided,  for an initial term
ending  five  (5)  years  from  the  date  the  Facilities  are  completed  (the
"Commencement Date"); provided, however, that the County shall have the right to
terminate this Agreement upon at least sixty (60) days advance written notice to
Esmor, on the third anniversary date of the Commencement Date.

     3.2  Renewal.  The County and Esmor shall have the option to renew the term
of this  Agreement for a period of five (5) years by agreeing to such renewal in
writing on or before  ninety  (90) days prior to the  expiration  of the initial
term of this  Agreement.  The  County and Esmor  shall  have two (2)  additional
options to renew the term of this Agreement for two (2) successive  option terms
of five (5) years  each by  agreeing  to each  renewal  in  writing on or before
ninety (90) days prior to the expiration of the preceding option period.


                                  ARTICLE FOUR
                                  THE FACILITY

     4.1 Financing. The County has submitted a proposal in response to a request
for proposal  issued by the Texas Juvenile  Probation  Commission  (the "TJPCII)
which has been  accepted by the TJPC.  Pursuant to the  County's  proposal,  the
County and the TJPC will enter into an agreement (the "TJPC Agreement")  whereby
the TJPC will  advance up to  $2,550,000.00  (the TJPC Funds") to the County for
the design and construction of the Facility. The Facility will contain a minimum
of eight  (8) and a maximum  of ten (10) beds  which  meet  TJPC  standards  for
pre-adjudication and administrative segregation beds. Esmor agrees to advance to
the County an amount equal to one-fourth of the amount of the TJPC Funds up to a
maximum amount equal to $637,500.00 (the "Esmor Funds").  The TJPC Funds and the
Esmor Funds are sometimes  referred to herein as the "Project Funds". The County
agrees  to use the  Project  Funds  solely  for the  purpose  of  designing  and
constructing  the  Facility.  The  County  agrees  to cause the  Facility  to be
completed for an amount equal to the Project  Funds plus  whatever  County funds
are available for such purpose. Esmor shall deliver the Esmor Funds to an escrow
agent acceptable to the County and Esmor pursuant to


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an escrow  agreement  acceptable  to said parties on or before  thirty (30)
days after the date of  execution  of the TJPC  Agreement  with the County.  The
escrow  agreement  shall  provide that the County shall use the Esmor Funds only
for the purpose of designing  and  constructing  the Facility and that the Esmor
Funds may be drawn upon by the County prior to the use of any TJPC Funds for the
purpose of constructing the Facility. The escrow agreement will have attached as
an exhibit the  contracts  between the County and each  architect  and  engineer
performing  design  services for the County in connection  with the Facility and
the construction  contract for the  construction of the Facility,  complete with
draw schedules  governing the advance of Project Funds under such contracts.  In
the event an  entered  into by the 1996,  then  Esmor may to the  County  escrow
agreement acceptable to Esmor is not County and Esmor on or before September 15,
terminate this Agreement upon written notice

     4.2  Construction.  The design and  construction  of the Facility  shall be
performed  pursuant to contracts awarded in the name of the County.  The County,
at its own expense and not using any Project  Funds,  will provide all road work
and drives  necessary for the  Facility.  The County shall enter into a contract
with the City of Eagle  Lake,  Texas,  wherein the City of Eagle Lake agrees to,
free of charge to the County and not using any  Project  Funds (i)  acquire  the
tract of land  containing at least  thirteen (13) acres of land and described in
Exhibit "A" attached  hereto (the  "Site"),  (ii) either  convey the Site to the
County or lease the Site to the  County  for a period  of at least  twenty  (20)
years after the  Commencement  Date, and (iii) provide the other services to the
Facility described on Exhibit "B" attached hereto.

     Esmor shall act in an advisory role during the  construction  process,  and
shall be available for consultation  with the County,  its design  professionals
and contractors on the  construction of the Facility;  however,  Esmor shall not
serve as the construction  manager of the construction of the Facility and shall
not have any  liability  to the  County  or any other  party  for any  design or
construction  defect or otherwise in connection  with the design or construction
of the Facility.

     4.3  Payment to Esmor.  In the event the TJPC  fails to provide  all of the
TJPC Funds to the County as contemplated herein, or in the event the Facility is
not completed or made operational on or before September 15, 1997 for any reason
other  than  Esmor's  default  hereunder,  then  Esmor  shall  have the right to
terminate this Agreement and the County shall immediately pay Esmor $637,500.00.
In the event the County or Esmor  terminates  this  Agreement at any time, or in
the event  this  Agreement  expires  and is not  renewed by the County and Esmor
prior to the date  twenty  (20) years after the  Commencement  Date,  the County
shall  pay  Esmor  an  amount  equal  to the  product  obtained  by  multiplying
$637,500.00  by a  fraction,  the  denominator  of which is twenty  (20) and the
numerator of which is the number of whole and fractional  years from the date of
termination until the date twenty (20) years after the Commencement Date. In the
event this Agreement is terminated and the County desires to engage another firm


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to manage and operate the  Facility,  the County  shall  require such other
firm to reimburse the County for the fee paid to Esmor as set forth herein.

     4.4 Compliance with Codes, Standards and Guidelines.  The County will build
the  Facility  in  compliance  with all state,  local and  generally  recognized
building and construction codes, including,  without limitation,  all applicable
standards and guidelines promulgated by the American Corrections Association and
Texas Juvenile Probation Commission Standards for Post Adjudication. Facilities.
The County shall obtain all permits and  licenses  required by any  governmental
entity having power to control or regulate the  operation of the  Facility.  The
County shall cause the County  Juvenile  Board to inspect the Facility  annually
and provide the  necessary  certifications  for the  continued  operation of the
Facility.

     4.5 Fixtures and Equipment.  The County shall provide a complete  Facility,
including a parking lot with eighty (80) parking spaces,  all necessary  systems
and components such as heating, air conditioning,  electrical,  plumbing,  door,
window and fire alarm systems,  internal fixtures,  fixed furniture  (including,
without  limitation,   beds)  exterior  security  lighting,  interior  emergency
lighting,  interior  security  system,  all connections to utilities,  including
water,  sewer,  electricity,  gas,  telephone,  etc., entry ways, parking areas,
walkways, recreation,  physical fitness areas, grounds, fences, etc. Esmor shall
provide  the  operational   administrative  equipment  such  as  desks,  chairs,
telephone systems and filing equipment required to operate the Facility.

     4.6 Repairs and Maintenance. The County shall, at its own expense, maintain
the  physical  structure  of the  Facility,  and make all  necessary  structural
repairs and improvements to the Facility including,  but not limited to, repairs
and  improvements  to the  foundation,  walls,  roof,  underground and concealed
plumbing,  heating,  ventilating and air conditioning  system,  drives,  parking
areas,  fixed  furniture  fixtures  and  equipment,   fire  protection  systems,
appliances,  wiring and electrical  systems, to keep the Facility in good repair
working order and condition.  Esmor will, at its sole cost and expense,  replace
all light bulbs and ballasts as necessary,  be  responsible  for  janitorial and
cleaning services at the Facility and perform routine maintenance and repairs at
the Facility resulting from normal wear and tear.

     4.7  Utilities.  Esmor  shall  pay for the use of all  utilities  necessary
and/or  required for the  operation of the Facility  such as  electricity,  gas,
telephone service, water, sewer, waste and trash removal, etc.

     4.8 Taxes and Charges. Esmor shall pay or discharge, or cause to be paid or
discharged,  before the same become delinquent, all income, payroll and worker's
compensation  taxes assessed  against Esmor in connection  with its operation of
the Facility.

     4.9 Administrative Offices. Esmor agrees to make three (3) offices at the


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Facility  available  for use by the County  for  juvenile  probation  staff
personnel.


                                  ARTICLE FIVE
                    OPERATION AND MANAGEMENT OF THE FACILITY

     5.1 General  Duties and  Obligations;  Standards.  Esmor shall  provide the
operations and management  services  described herein and operate,  maintain and
manage  the  Programs  in  compliance  with all  applicable  federal  and  state
constitutional  requirements  and  laws,  with  all  applicable  provisions  and
standards  (and/or any  variances  originally  granted by the County) , with all
applicable standards of the Texas Juvenile Probation Commission.

     5.2  Policies.  Esmor shall  establish  written  policies,  procedures  and
operation manuals in regard to the Facility  operation and juvenile  supervision
for  which it is  responsible  pursuant  to the  terms of this  Agreement.  Said
written  policies,  procedures  and  operation  manuals  shall  comply  with all
applicable  federal  and  state   constitutional   requirements  and  laws,  all
applicable  standards of the Texas Juvenile Probation  Commission.  Said written
policies,  procedures and operations manuals shall be the property of Esmor, and
shall continue to be the property of Esmor.

     5.3 Specified Duties and Obligations.  Esmor's duties and obligations shall
include,  but not be limited to, each of the activities specified below. Esmor's
written  system of  policies,  procedures  and  operation  manuals  described in
Article V, Section 5.2 shall address these specified duties and obligations.

     5.3.1  Administration  of the  Facility.  Esmor  shall  appoint a  Facility
Administrator  to manage on-site Esmor' s day-to-day  operation of the Facility.
The  position  of  Facility  Administrator  shall be staffed  by a  professional
experienced in the administration of a like correctional facility.

     5. 3.2 Staffinq.  Esmor shall at all times provide adequate staffing of the
Programs  in  compliance  with  standards  and  TJPC  policies.  Esmor  shall be
responsible  for  employee  benefits,  including  medical  insurance,   worker's
compensation insurance, and other benefits.

     5.3.3 Personnel Recruitment and Selection.  Esmor's recruitment,  selection
and employment of all personnel  shall conform.  to the rules and regulations of
the Equal Employment Opportunity  Commission.  Esmor shall adopt and implement a
nondiscriminatory  policy with respect to handicap,  race, color, religion, sex,
age and national  origin.  Esmor shall provide access to records required by law
to be maintained of such nondiscriminatory  action upon request by the County. A
notice  evidencing  Esmor' s adoption  and  commitment  to this policy  shall be
posted in a conspicuous location at the Facility.



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     5 3 4 Employee Training. Esmor shall provide, at its own expense,  adequate
training for each of its employees.  To the extent necessary,  Esmor shall train
employees to assure their ability to comply with applicable policies, procedures
and operation manuals as specified by Esmor.

     5 .3. 5  Programs.  Esmor  shall  deliver to the  juvenile  population  all
program services  required by federal and state regulatory  agencies,  the Texas
Juvenile Probation Commission.

     5.3. 6 Rights of  Juveniles.  Esmor shall  implement  the proper  policies,
procedures  and staff  training to ensure that juvenile  rights are not violated
and that all  activities  that take place  within the  Programs  with respect to
juveniles complies with applicable standards, policies and procedures.

     5.3  .7  Juvenile  Supervision.  Esmor  shall  provide  such  security  and
supervision of juveniles as is required by sound juvenile correctional practices
to maintain the safety, security and order of the Programs, to carry out program
requirements  and to protect  the safety and  well-being  of  juveniles,  staff,
visitors and surrounding  community.  In the event of any disturbance  caused by
the  juveniles,  or if any  security  threat or peril,  should  occur within the
Programs or on its premises,  either of which poses a material threat to persons
or property,  Esmor shall immediately  notify the Eagle Lake Police  Department,
the  Colorado  County  Sheriff  and the County  Judge.  In the event of any such
occurrence,  Esmor  shall,  as  requested,  cooperate  with the  County  and any
appropriate law enforcement authorities in restoring order.

     5.3. 8 Securing Points of Facility Access.  Esmor shall operate and control
all points of ingress and egress.

     5.3.9 Safety and emergency Plan. Esmor shall operate and maintain the grams
in compliance  with the National Fire  Protection  Association  Life Safety Code
101,  applicable State of Texas regulations to safety and emergency planning and
County policies and procedures related to safety and emergency  planning.  Esmor
shall have an emergency plan for various  emergency  events and fire  prevention
and suppression plan.

     5.3.10  Records  and Reports  Esmor shall  maintain  proper  accounts  with
respect to all  activities.  Said records  shall be the  property of Esmor,  and
shall  continue to be the  Property  of Esmor.  All  records,  reports and other
statistical data required to be kept by the TJPC shall be collected by Esmor.

     5.3 11 Juvenile  Records.  Esmor shall make all record  entries in a timely
manner.  1  juvenile  information   maintained  by  Esmor  shall  be  considered
confidential  and subject to release or disclosure  only (i) as required by law,
(ii) in compliance  with the order of any court having  jurisdiction  ' (iii) in
defense of any  proceeding to which Esmor or its employees or agents are a party
or (iv) to


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physicians or other health care providers for use in treatment.

     5.312 Health Care  Services.  Esmor shall provide a physician  licensed and
practicing in the State of Texas to review the medical and health care policies,
procedures  and practices of Esmor.  Esmor shall Provide  nursing  coverage by a
nursing professional who shall meet the licensing and certification requirements
of the State of Texas.  Esmor's  medical  and  health  care  services  shall- be
limited  to those  services  that the  State  of Texas  regulations  allow to be
performed  by a  Registered  Nurse,  a Licensed  Practical  Nurse and a Licensed
Vocational  Nurse.  Esmor shall provide  transportation  within Colorado County,
Texas for  juveniles  to medical  appointments  or for the purpose of  obtaining
medical  treatment not available at the Programs  site,  except,  in any case of
medical emergency, upon which Esmor shall provide transportation of juveniles to
the  nearest  point of  medical  care  Esmor  shall  not be  required  to assume
responsibility  for the  payment  of any  juvenile's  prescription  medications,
medical care,  hospitalization or institutionalization  outside the Facility but
Esmor  shall be  responsible  for  security  and  supervision  of the.  juvenile
out-side the Facility within Colorado  County,  Texas. As used herein,  "medical
care" means all types of health related  services,  including but not limited to
dental,  psychological,  psychiatric,  optical,  chiropractic,  laboratory,  and
diagnostic,  as well as the services  traditionally rendered by medical doctors.
The-   additional   costs  in  connection   with  any  juvenile's   prescription
medications,   medical  care,  hospitalization,   institutionalization,   and/or
security and supervision  outside the Facility will be charged to the county (or
other entity) referring the juvenile to the Facility and shall be in addition to
the amount due under paragraph 6.1 hereof.

     5.3.13  Laundry and Juvenile  Clothing.  Esmor shall  provide full juvenile
laundry  services and clothing in  compliance  with  applicable  standards,  and
appropriate to the time of year, weather conditions and type of activity.

     5.3.14 Religious Services.  The County shall arrange for religious services
to be conducted for juveniles at the Facility.

     5.3.15  Essentials.  Esmor  shall  provide at its  expense,  all  supplies,
including hygiene items, clothing,  paper,  envelopes,  stamps,  pencils, paper,
program support materials and supplies,  building support materials and supplies
and supplies  for  juvenile  quarters  (e. g.,  sheets,  pillowcases,  blankets,
towels) necessary to meet applicable standards.

     5.3.16 Additional  Services.  The County, at its option,  may contract with
Esmor for  additional  programs or services.  Esmor agrees to cooperate with the
County in the provision of such additional programs and services.

     5.3.17  Food  Services.  Esmor  will  provide  all  food  services  for all
juveniles at the Facility in compliance with  applicable  laws and  regulations.
The


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County will use its  reasonable  best efforts to enter into a contract with
the  appropriate  public school  district prior to the  Commencement  Date which
requires  such  school  district  to pay to Esmor all  amounts  received by such
school district for the provision of food services to juveniles at the Facility.
On or before July 1, 1997,  the County  shall apply to the Texas  Department  of
Human  Services to be reimbursed  for the cost of food services at the Facility,
and commencing September 1, 1997, the County shall pay to Esmor all amounts paid
to the County by the Texas  Department  of Human  Services for the  provision of
food services to juveniles at the Facility.

     5.3.18 Educational Services.  The County shall enter into an agreement with
the  appropriate  public  school  district  to provide  educational  services to
juveniles at the Facility in compliance with TJPC requirements.


                                   ARTICLE SIX
                            COMPENSATION AND PAYMENTS

     6.1 Compensation for Services. Esmor agrees to provide residential services
and programs at a per them rate  selected by Esmor not to exceed the maximum per
them rate allowed by the State of Texas,  from time to time. The current maximum
per them rate  allowed by the State of Texas is $83.43 for a level 4  placement;
however,  the parties  acknowledge  that this amount is subject to change by the
State of Texas. The amount due to Esmor hereunder for each juvenile shall not be
an  obligation  of any party other than the county (or other  entity)  referring
such to the  Facility.  Esmor  agrees to Pay the County an amount equal to $0.25
for each per diem amount received by Esmor within thirty (30) days after the end
of the calendar  month for which such  payments are  received-  All such amounts
paid to the  County  shall be held by the  County  in a  separate  fund and used
solely for the  purposes  of making  repairs to the  Facility,  paying  costs of
insuring the Facility and making improvements to the Facility.

     6.2 Billing.  Esmor shall submit invoices to the referring  county as on as
practicable  after the last day of each month for the services  performed in the
month just  ended.  Payment  for the  services  and any  expenses  which are the
responsibility  of the  referring  county which are invoiced are due and payable
upon receipt of the invoices


                                  ARTICLE SEVEN
                             DEFAULT AND TERMINATION

     7.1 Notice of Default:  opportunity  to Cure. The breach by either party of
any covenant,  representation, or warranty shall constitute an event of default.
In such event,  the injured  party shall  provide the  defaulting  party 60 days
written notice of the default,  and allow the defaulting  party a sixty (60) day
period to


<PAGE>



proceed with reasonable  efforts to cure such default.  If a party fails to
proceed with  reasonable  efforts to cure such default,  either party shall have
the option, with sixty (60) days written notice, to terminate this Agreement.

     7.2  Termination.  The  County  and  Esmor  shall  each  have the  right to
terminate  this  Agreement  for any reason  sixty (60) days  after  delivery  of
written notice of such termination to the other party hereto.  In such event the
County shall pay to Esmor on the date of such  termination an amount  calculated
as set forth in the second paragraph of Section 4.3 of this Agreement.

     7.3 Arbitration.  This Agreement is subject to arbitration  pursuant to the
provisions of the Texas General  Arbitration  Act, Texas Revised Civil Statutes,
Article 224 et. seq.


                                  ARTICLE EIGHT
                      ADMISSION AND DISCHARGE OF JUVENILES

     8.1 Admission to the Detention Center.  Esmor shall accept for admission to
the Facility competent  juveniles who meet the criterion set forth by State law,
standards  and  County  policies  and  procedures,   subject  to  the  following
limitations:

     8-1.1  Esmor  shall not be  required  to  accept  juveniles  presented  for
admission who, in the judgment of Esmor,  appear to be seriously ill injured, or
to be  otherwise  in need of  immediate  medical  attention  and who are without
documented medical clearance from a licensed medical authority.

     8  .1.2  Esmor  shall  not  be  required   to  accept   juveniles   without
documentation properly authorizing their placement.

     8-2  Return  Of  Residents.  Esmor  shall  have the  right to return to the
referring  county  juveniles  who do not  conform  to the  juvenile  profile  or
juveniles whose behavior  presents a threat to other juveniles,  Facility staff,
or the security of the Facility.  In the event that Esmor exercises its right to
return a juvenile,  Esmor shall give the  referring  county oral and/or  written
notice and the  referring  county  shall remove the  juvenile  immediately  upon
receipt  of  notice.  The  referring  county  agrees  that it will at all  times
indemnify and hold  harmless  Esmor against any and all losses caused or arising
out of the  referring  county'  s  negligent  failure  to remove a  juvenile  as
hereinbefore provided.

     8.3  Non-delegation.  In completing their obligations under this Agreement,
the parties agree that Esmor's  authority  shall be limited by applicable law as
well as well as the express  limitation  that this Agreement does not authorize,
allow  or  imply a  delegation  of  authority  -by the  County  to  Esmor of the
following.

     8.3.1 Determining a juvenile's release date.


<PAGE>




     8.3.2 Determining a juvenile's placement after release.

     8.3.  3  Granting a  juvenile  any form of  special  or  temporary  release
authorization.

     8-4 Discharge.  Esmor shall discharge juveniles only upon expressed written
direction  from the county.  Such  direction  must be received by Esmor at least
three  (3)  business  days  prior to the date the  Juvenile  is to be  released.
Juveniles  will not be  discharged  directly  into the  community;  they will be
accompanied  by an Esmor  employee or appropriate  law  enforcement  officer and
transported to an appropriate location for discharge.

                                  ARTICLE NINE
                             INSURANCE AND INDEMNITY

     9. 1 Insurance, Esmor will at all times keep its property and operations of
an insurable nature and of the character usually insured by companies engaged in
similar operations in amounts  customarily  carried,  and against loss or damage
from such causes as are  customarily  insured against by similar  companies,  in
amounts  not less than One (1)  million  dollars.  All such  insurance  shall be
effected with responsible insurance carriers. Esmor shall obtain and maintain an
adequate plan of insurance, including insurance against civil rights violations,
covering the parties,  their  officers,  employees  and agents for all liability
claims  arising  from the services  performed  by Esmor.  Said plan of insurance
shall be  adequate  to provide  coverage  to cover both  parties for any and all
claims  arising  from  the  services  by  Esmor  pursuant  to the  terms of this
Agreement and shall name the County as an additionally insured party.

     The County shall  maintain in full force during the term of this  Agreement
all risk property damage insurance  covering the Facility to the extent of their
full replacement value with an insurance company qualified to do business in the
State of Texas and having a Best Key Rating Guide general policy holder's rating
of A- or better and a  financial  rating of VII or better.  If the  Facility  is
damaged  by fire or other  casualty,  the  County  shall,  at its sole  cost and
expense,  proceed immediately to rebuild or repair the Facility to its condition
prior to such fire or other casualty.

     9.2 Indemnity.  Except as expressly provided herein to the contrary,  Esmor
agrees that it will at all times  indemnify and hold harmless the County against
any and all losses which occur on the premises and which are caused or arise out
of Esmor's  operation of the  Programs;  provided,  however,  Esmor shall not be
obligated to indemnify the County  against  losses  resulting  from the County's
fraud,  negligence,  willful  misconduct or theft on the part of the County, its
officers, employees or agents.




<PAGE>


                                  ARTICLE TEN
                                  MISCELLANEOUS


     10.1 Inspection.  Esmor shall permit such employees or agents of the County
as the County may designate to visit the Programs and to examine,  copy and make
extracts  from  Esmor's  records  relating  to the  Programs  and to discuss its
affairs, operations and records with its officers,  employees and agents, all at
such  times and  intervals  and to such  extent  as the  County  may  reasonably
require.  Esmor shall promptly  provide to the County such other  information as
the County may from time to time reasonably request.

     10.2 AIDS and HIV  Infection.  Esmor  shall adopt and  implement  workplace
guidelines concerning persons with AIDS and HIV infection and shall also develop
and  implement  guidelines  regarding  confidentiality  of AIDS and  HIV-related
medical  information for employees of Esmor and for juveniles served by Esmor in
accordance  with the provisions  found in Acts 1989,  71st Texas Leg., Ch. 1195,
Section 5.03 and Section 5.04.

     10.3  Avoidance  of  Illegality.  In the event that this  Agreement  or any
portion  hereof  should be found,  deemed or judged by a judicial or  regulatory
body to be illegal or to  constitute  an  improper  delegation  of the  County's
authority,  the parties shall use all reasonable  efforts and shall cooperate to
cure such illegality or impropriety.

     10.4 Amendment. This Agreement may be amended only in writing.

     10.5 Survival of Representations  and Warranties.  All  representations and
warranties  contained in this Agreement shall survive the execution and delivery
of the Agreement.

     10.6 Assignment:  Successors. This Agreement is a continuing obligation and
shall be binding upon the parties and their  respective  successors  and assigns
and shall inure to the benefit of their respective successors and assigns. Esmor
shall make no assignment without first obtaining the County's written permission
to do so; however, Esmor may, without obtaining the County's consent, assign its
right to receive  payments under this Agreement (but not its obligations) to any
of Esmor's current or future lenders.

     10.7 Notices.  All notices and other  communications  under this  Agreement
shall be in writing with first class postage prepaid, addressed as follows:

If to Esmor:

President, Esmor Correctional Services, Inc.
1819 Main Street, Suite 1000
Sarasota, Florida 34236

If to the County:


<PAGE>



County Judge, Colorado County Court
Colorado County Courthouse
Columbus, Texas 78934

or as  otherwise  specified  by notice  from the  appropriate  party to the
other.

     10.8  Governing  Law.  This  Agreement  shall be construed  and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Texas,  and all  obligations of the parties  created  hereunder are
performable in Colorado County, Texas.

     10.9  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which  shall be  deemed an  original  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.

     10.10  Severability.  Any provision of this Agreement  which is prohibited,
unenforceable  or ' not  authorized  in  any  jurisdiction  shall,  as  to  such
jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or  non-authorization  without  invalidating  the remaining  provision hereof or
affecting  the  validity,  enforceability  or legality of such  provision in any
other jurisdiction.

     10.11  Telephone  System.  It is understood  that Esmor intends to contract
with a third party  provider to install the  telephone  system in the  Facility.
Esmor  may be paid  royalties  or fees for the use of the  telephone  system  by
juveniles at the Facility and Esmor agrees to use such  royalties and fees first
to offset the cost of installing  the telephone  system used in connection  with
the administration of the Facility and thereafter,  for the purpose of providing
program services for juveniles at the Facility.

     In Witness  Whereof,  the Parties hereto have executed this Agreement as of
the date first above written.


                                ESMOR CORRECTIONAL SERVICES, INC.,
                                a Delaware corporation ("Esmor")



                                By:
                                   ------------------------------- 
                                   James Slattery, President and
                                   Chief Executive officer



                                COLORADO COUNTY
                                ("County")


                                By:
                                   -------------------------------
                                   Judge Vince Slominski


<PAGE>



                                   EXHIBIT "A"


                                    The Site





<PAGE>



                                   EXHIBIT "B"


                  Services to be provided by City of Eagle Lake


     1. Obtain Phase I Environmental Site Assessment for the Site.

     2. Bring all necessary water and sanitary sewer  facilities to the Facility
and  waive all tap or  connection  costs  for work and  sewer  services  for the
Facility.

     3. Purchase the Site from its current owner for  $50,000.00  and convey the
Site to the County or lease the Site to the County for a term of at least twenty
(20) years after the Commencement Date.

     4. Solicit community  participation in vocational  training  opportunities,
religious services and ministries and health care services.