[CIK]      0000914670
[NAME]     CORRECTIONAL SERVICES CORPORATION


                                 RENEWAL
                     REVOLVING LINE OF CREDIT NOTE

$6,000,000
Date of Execution January 14, 1998
Effective Date:  January 15, 1998
Place of Execution:  Atlanta, Georgia


     FOR VALUE RECEIVED, CORRECTIONAL SERVICES CORPORATION, a Delaware
corporation (f/k/a ESMOR CORRECTIONAL SERVICES, INC. and successor by merger
with ESMOR, INC., a New York corporation, ESMOR (BROOKLYN), INC., a New York
corporation, ESMOR CANADIAN, INC., a Texas corporation, ESMOR FORT WORTH, INC.,
a Texas corporation, ESMOR HOUSTON, INC., a Texas corporation, ESMOR MANHATTAN,
INC., a New York corporation, ESMOR MANSFIELD, INC., a Texas corporation, ESMOR
((SEATTLE)), INC., a Washington corporation and ESMOR TRAVIS, INC., a Texas
corporation, CORRECTIONAL SERVICES MANAGEMENT, INC., a Delaware corporation
f/k/a Esmor Management, Inc.) and ESMOR NEW JERSEY, INC., a New Jersey
corporation, jointly and severally (collectively herein called the "Maker"),
hereby promises, jointly and severally, to pay to the order of NationsBank,
N.A., a National Banking Association ("Lender"), at 1605 Main Street,
Suite 101, Sarasota, Florida 34236, or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of SIX MILLION
AND NO/100 DOLLARS ($6,000,000.00) or so much thereof as may be disbursed by
Lender to Maker or for Maker's account from time to time, together with interest
at the rate hereinafter specified on such indebtedness as shall from time to
time remain unpaid, until paid in full, such principal and interest being
payable in lawful money of the United States which shall be legal tender in
payment of all debts at the time of payment.

Principal and interest shall be payable in accordance with the following:

1. As used herein the following terms shall have the following
meanings:

(a) "Prime Rate" shall mean the per annum rate of interest as
announced from time to time by NationsBank, N.A. as its prime
rate of interest.  The Prime Rate is the rate Lender utilizes,
in its sole discretion, as an index and is not necessarily the
lowest rate charged by Lender to its borrowers.

(b) "FLOATING LIBOR RATE INDEX" shall mean the fluctuating
interest rate per annum published in the Wall Street Journal
at which deposits in U.S. dollars are offered in the London
interbank market for each day for which the Lender's FLOATING
LIBOR RATE is being calculated in an amount equal to the
outstanding amount of the loan and with a term equal to ninety
(90) days (i.e. three month period)

(d) "Prime Rate Margin" shall mean the applicable percentage which
shall be determined and adjusted based upon the Debt Service
Coverage Ratio, as defined and calculated in accordance with
the certain Loan Agreement between Maker and Lender, with the
adjustment occurring on the first date of the calendar quarter
following the quarterly period for which the Debt Service
Coverage Ratio is determined.  If the Debt Service Coverage
Ratio is less than 1.6 to 1.0, the percentage shall be 1.25
percent; if the Debt Service Coverage Ratio is equal to or
greater than 1.6 to 1.0 but equal to or less than 3.0 to 1.0,
the percentage shall be .75 percent; if the Debt Service
Coverage Ratio is equal to or greater than 3.0 to 1.0 but
equal to or less than 4.0 to 1.0, the percentage shall be .5
percent and if the Debt Service Coverage Ratio is greater than
4.0 to 1.0, the percentage shall be .25 percent.

(e) "Libor Rate Margin" shall mean the applicable percentage which
shall be determined and adjusted based upon the Debt Service
Coverage Ratio, as defined and calculated in accordance with
the certain Loan Agreement between Maker and Lender, with the
adjustment occurring on the first date of the calendar quarter
following the quarterly period for which the Debt Service
Coverage Ratio is determined.  If the Debt Service Coverage
Ratio is less than 1.6 to 1.0, the percentage shall be 3.75
percent; if the Debt Service Coverage Ratio is equal to or
greater than 1.6 to 1.0 but equal to or less than 3.0 to 1.0
the percentage shall be 3.35 percent; if the Debt Service
Coverage Ratio is greater than 3.0 to 1.0 but equal to or less
than 4.0 to 1.0, the percentage shall be 3.0 percent and if
the Debt Service Coverage Ratio is greater than 4.0 to 1.0,
the percentage shall be 2.75 percent.

2. INTEREST RATE:  Provided Maker is not in default hereunder and
complies with the terms hereof for selection of a particular interest
rate, Maker shall be entitled to choose the interest rate due on the
outstanding principal balance which interest rate shall apply to the
entire outstanding principal balance, as follows:

(a)	PRIME RATE.  Except as otherwise provided in subparagraph 2(b)
and 2(c) below, the entire principal balance from time to time
outstanding shall bear interest at a rate per annum equal to
the Prime Rate plus the applicable Prime Rate Margin.  With
each change in the Prime Rate, there shall be a corresponding
change in the rate payable hereunder to become effective on
the effective date of such change in the Prime Rate.

(b)	FLOATING LIBOR RATE.  Maker may select the FLOATING LIBOR
RATE, which shall be determined in accordance with the
following:

   (i) "Lender's FLOATING LIBOR RATE" shall be equal to (A) the
quotient (rounded up to the nearest 1/16 of 1%) of (1)
the Floating Libor Rate Index, divided by (2) an amount
equal to one (1) minus the appropriate reserve
requirement imposed on Lender by the Federal Reserve
System, if any, plus (B) the applicable Libor Rate
Margin. The Floating Libor Rate shall be adjusted on a
daily basis to reflect changes in the Floating Libor
Rate Index and each adjustment shall be effective on the
date the change occurs.

   (ii) Once selected, the Lender's FLOATING LIBOR RATE shall be
set until Borrower notifies Lender in writing choosing
a different interest rate.  Prepayment of all or any
portion of the principal balance to which Lender's
FLOATING LIBOR RATE applies shall only be allowed upon:
(a) Maker giving Lender two (2) business day(s) notice
that Maker intends to make a prepayment and the exact
amount of the prepayment.

   (iii) The Maker shall pay to Lender, from time to time and on
demand, any sum(s) required to compensate the Lender for
any additional cost (such as, but not limited to, a
reserve requirement) incurred by the Lender at any time
which (i) is attributable to the Lender's obtaining a
deposit or deposits to cover the outstanding principal
balance for which the Maker has elected to pay Lender's
FLOATING LIBOR RATE, (ii) decreases the effective spread
or yield represented by the applicable Libor Rate Margin
component, that would be earned by the Lender but for
such cost, and (iii) is caused or occasioned by any
subsequently introduced law, rule, regulations or other
requirement (or by any change therein, changed effect or
interpretation thereof or change in the Lender's cost of
complying therewith) imposed, interpreted, administered
or enforced by any federal, state or other governmental
or monetary authority, which is imposed on or applied to
the Lender or any assets held by, deposits or accounts
in or with, or credits extended by the Lender.  The
Lender shall notify the Maker from time to time of any
such additional cost and such notice shall be binding
and conclusive evidence of the Maker's obligation to pay
the stated sum upon receipt of the notice.

   (iv) The Lender's reference to and use of the FLOATING LIBOR
RATE INDEX to define and determine the Lender's FLOATING
LIBOR RATE, shall not obligate the Lender to obtain
funds from any particular source in order to charge
interest at the Lender's FLOATING LIBOR RATE.

(c) Notwithstanding any other provision of this Note, if the
introduction of or any change in or in the interpretation of
any law or regulation shall make it unlawful, or any central
bank or other governmental authority shall assert that it is
unlawful, for Lender to perform its obligations hereunder to
make loans at Lender's Floating Libor Rate or to continue to
fund or maintain Lender's Floating Libor Rate, or the Floating
Libor Rate Index is no longer available, then, upon notice
thereof (which Lender shall use its best efforts to provide
ten (10) days prior to any such conversion) and demand
therefor by Lender to the Borrower, (i) interest rate on the
portion of the loan bearing interest at Lender's Floating
Libor Rate will automatically, on the date set forth in
Lender's notice, convert to the Prime Rate, and (ii) the
obligation of Lender to make, continue, or offer the Lender's
Floating Libor Rate, shall be suspended until Lender shall
notify Borrower that Lender has determined that the
circumstances causing such suspension no longer exist.

(d) All interest due hereunder shall be computed on a daily basis,
based upon a three hundred sixty (360)-day year and be paid
upon the actual number of days upon which the principal
balance has been disbursed and remains outstanding from time
to time.  Each determination of the interest rate shall be
made by the Lender and shall be conclusive, absent manifest
error.

3.	PAYMENTS.

Interest only payments for all accrued and unpaid interest shall be
made monthly commencing February 1, 1998, and on the same date of
each month thereafter until maturity as set forth below.

4.	MATURITY.  On April 3, 1998, the maturity date of this Note, the
remaining unpaid principal balance and accrued and unpaid interest
shall be due and payable in full.

5.	PREPAYMENT.  This Note may be prepaid, in whole or in part, at any
time without penalty.  All payments made hereunder shall be applied
as follows:  (a) first against accrued interest then due and owing;
(b) next to amounts expended by Lender to cure any default under
this Note, the Deed of Trust or any other loan documents executed in
connection herewith; (c) next to costs, expenses, or attorneys' fees
due and payable to Lender pursuant to this Note, the Deed of Trust,
or any other loan document executed in connection herewith; and (d)
thereafter against the principal installments due hereunder except
for prepayments, which shall be applied against the principal
installments in inverse order of their due dates.  The making of any
prepayment shall not relieve Maker from the obligation to make the
payments next due hereunder on a timely basis.

It is understood and agreed that additional amounts may be advanced by
holder as provided in the Loan Documents which secure this Note and such
advances will be added to the principal of this Note and will accrue interest
at the rate of interest applicable under this Note until paid.

If any payment to be made by Maker to Lender according to the terms hereof
shall be due on a Saturday, Sunday or other day which is a legal holiday under
the laws of the State of Illinois, the due date of such payment shall be
extended to the next business day and the amount of such payment shall include
interest accrued during such extension.

If any payment is more than fifteen (15) days late, Maker agrees to pay to
Lender a late charge equal to five percent (5%) of the payment.

This Note is secured by a Deed of Trust and security agreement (herein
called the "Mortgage" or "Deed of Trust") of even date herewith made by Maker in
favor of Lender encumbering real property and personal property described
therein (the "Mortgaged Property") located in Maricopa County, Arizona.

Each and every party to this Note, whether as Maker, endorser, surety,
guarantor, or otherwise ("Obligor"), hereby waives all rights of homestead and
other exemptions granted by the constitution or laws of Florida or Arizona, and
further waives presentment, demand, protest, notice of dishonor, notice of
nonpayment, notice of protest, and diligence in collection, and assents to the
terms hereof and to any extension or postponement of the time for payment or any
other indulgence.  It is further specifically agreed that this Note or any part
of the principal or interest due hereon may be renewed, modified or extended, in
whole or in part, such modification to include but not be limited to changes in
payment schedules and interest rates, from time to time by the holder of the
Note, at the request of the then owners of all or part of the Mortgaged
Property, or at the request of any party bound hereon or who has assumed or may
hereafter assume payment hereof, without the consent of or notice to other
parties bound hereon and without releasing them from any liabilities then
existing.


Each and every Obligor hereby consents that the real or personal property
securing this Note, or any part of such security, may be released, exchanged,
added to or substituted for by Lender, without in any way modifying, altering
releasing, affecting or limiting their respective liabilities or the lien of the
Deed of Trust, and further agrees that Lender shall not be required first to
institute any suit, or to exhaust any of its remedies against Maker or any other
person or party liable or to become liable hereunder, in order to enforce
payment of this Note, and further agrees that Maker or any other party liable
hereunder may be released by Lender from any or all liability under this Note
and such release shall in no way affect or modify the liability of the remaining
parties hereto.

Each and every Obligor hereby consents and agrees that he is bound,
jointly and severally, under the terms hereof and is subject to all of the
provisions set forth herein as fully as though each was an undersigned hereof,
and further consents and agrees that any Obligor may be sued by Lender without
joining any other Obligor, whether primarily or secondarily liable.

Notwithstanding anything contained herein to the contrary or in the Deed
of Trust, or other loan documents executed in connection herewith, no payee or
holder of this Note shall ever be entitled to receive, collect or apply as
interest on the obligation evidenced hereby any amount in excess of the maximum
rate of interest permitted to be charged by applicable law and, in the event
Lender or any holder hereof ever receives, collects or applies as interest any
such excess, such amount which would be excessive interest shall be applied to
the reduction of the principal sum; and, if the principal sum is paid in full,
any remaining excess shall forthwith be paid to Maker.  In determining whether
or not the interest paid or payable under any specific contingency exceeds the
highest lawful rate, Maker and Lender shall, to the maximum extent permitted
under applicable law:  (a) characterize any non-principal payment as an expense,
fee or premium rather than as interest; (b) exclude voluntary prepayments and
the effects thereof; and (c) spread the total amount of interest, or charges in
the nature of interest, pursuant to applicable law.


It is expressly agreed that if any Event of Default occurs hereunder, then
or at any time thereafter at the option of Lender, the whole of the principal
sum remaining unpaid hereunder, together with all accrued and unpaid interest
thereon, shall become due and payable immediately without presentment, notice,
protest or demand of any kind, anything contained therein to the contrary in
anyway notwithstanding, and in any such event Lender shall have the right to
set-off against this Note all money owed by Lender in any capacity to any
Obligor, whether or not due, and Lender shall be deemed to have exercised such
right of set-off and to have made a charge against any such money immediately
upon the occurrence of such default although made or entered on the books
subsequent thereto.  Lender is hereby authorized upon the occurrence of an Event
of Default to charge against any deposit accounts of any Obligor to this note,
as well as any other property of such Obligor at or under the control of Lender,
without notice, any and all obligations of such Obligor, whether due or not.
From and after acceleration of the loan pursuant to this paragraph, the interest
rate on the entire outstanding principal balance hereunder shall accrue at the
highest rate permitted to be charged by applicable law or twenty-five percent
(25%) per annum, whichever is the lesser ("Default Rate").  Upon the occurrence
of an Event of Default the holder of this Note may employ an attorney to enforce
the holder's rights and remedies and the makers, principals, sureties,
guarantors and endorsers of this Note hereby agree to pay to the holder its
reasonable attorneys' fees, plus all other reasonable expenses incurred by the
holder in exercising any of the holder's rights and remedies.  The term
"attorneys' fees" shall include but not be limited to any such fees incurred in
any appellate or related ancillary or supplementary proceedings, whether before
or after final judgment related to the enforcement or defense of this Note.
The provisions herein for a Default Rate or a delinquency charge shall not be
deemed to extend the time for any payment hereunder or to constitute a "grace
period" giving the Obligors a right to cure any default.

If at any time any federal, state, county or municipal government or
agency thereof shall impose any documentary stamps tax, intangible tax, or any
other type of tax upon this Note or the Deed of Trust, or upon the indebtedness
evidenced hereby (other than any federal, state or local income tax imposed upon
Lender), then Maker shall pay same within ten (10) days after demand by Lender,
together with any interest and penalties thereon.

Maker shall be in default under this Note upon the happening of any of the
following events or conditions (each is an "Event of Default"):  (a) failure or
omission to pay within five (5) days of when due this Note (or any installment
of principal or interest thereunder) or (b) default in the payment or
performance of any obligation, covenant, agreement or liability contained or
referred to in this Note, the Deed of Trust, the Loan Agreement of even date
between Lender and Maker or any other loan document executed in connection
herewith and the failure to cure such default within any applicable grace
period.  Any default hereunder shall constitute a default under any other
mortgage, note, obligation or agreement of each Obligor held by Lender.

Time is of the essence of this Note.  The remedies of Lender as provided
herein or in the Deed of Trust, or any other loan document executed in
connection herewith, shall be cumulative and concurrent, and may be pursued
singularly, successively or together, at the sole discretion of Lender, and may
be exercised as often as occasion therefor shall arise.  No act or omission of
Lender, including specifically any failure to exercise any right, remedy or
recourse, shall be deemed to be a waiver or release.  A waiver or release may be
effected only through a written document executed by Lender and then only to the
extent specifically recited therein.  A waiver or release with respect to any
one event shall not be construed as continuing as a bar to, or as a waiver or
release of, any subsequent right, remedy or recourse as to any subsequent event.


The term "Lender" where used herein shall include NationsBank, N.A., its
successors and assigns.  The term "Maker" shall include each person signing this
Note, jointly and severally, and their respective heirs, successors and assigns.
 The term "Obligor" shall include Maker and every person who is an endorser,
guarantor, or surety of this Note, or who is otherwise a party hereto, and their
respective heirs, successors and assigns.  The terms "person" and "party" shall
include individuals, firms, associations, joint venturers, partnerships,
estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all
other groups or combinations.

This Note is to be governed and construed in accordance with the laws of
the State of Florida.  Except for an action to enforce the Deed of Trust which
will be brought in Maricopa County, Arizona, any action brought to interpret,
construe or enforce this Note shall be brought in the state courts for the State
of Florida, County of Sarasota, or in the United States District Court for the
Middle District of Florida, which forum shall be the exclusive venues of any
such controversy or action.  Maker expressly consents to the jurisdiction of
such courts.

ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THE Mortgage OR
THIS NOTE OR ANY RELATED AGREEMENTS OR INSTRUMENTS, INCLUDING ANY CLAIM BASED ON
OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
APPLICABLE STATE LAW).  THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION
OF COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.
(J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW.  IN THE EVENT OF ANY
INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO THIS NOTE
MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS NOTE APPLIES IN ANY COURT
HAVING JURISDICTION OVER SUCH ACTION.

A. SPECIAL RULES.  THE ARBITRATION SHALL BE CONDUCTED IN THE CITY
OF SARASOTA AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF
J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN
THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE.  ALL ARBITRATION HEARINGS WILL
BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 30 DAYS.


B. RESERVATION OF RIGHTS.  NOTHING IN THE Mortgage OR THIS NOTE
SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS NOTE; OR (II)
BE A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91
OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE
LENDER HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO)
SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,
OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT
LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A
RECEIVER.  THE LENDER MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THE
Mortgage OR THIS NOTE.  NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE
INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR
ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OF CLAIM OCCASIONING RESORT TO SUCH REMEDIES.