Exhibit 10.46

                    MANAGEMENT AGREEMENT FOR OPERATION OF THE
                    BELL COUNTY JUVENILE RESIDENTIAL FACILITY


     This Management  Agreement (as amended or supplemented as herein  provided,
the "Agreement") is made and entered into by and between  Correctional  Services
Corporation, a duly organized corporation of the State of Delaware ("CSC"), Bell
County, Texas, a political subdivision of the State of Texas (the "County"), and
with the advise and consent of the Bell County Juvenile Board.

                                   WITNESSETH:

     WHEREAS,  the County has  acquired  approximately  43 acres of land and all
buildings  presently  located  upon  said  land,  as  may be  more  particularly
described in a Deed filed of record in Volume 3497,  Page 10 of the Deed Records
of Bell County,  Texas,  to which  reference is made,  said land being generally
located at 4800 East  Rancier  Road,  Killeen,  Bell County,  Texas.  The County
desires to utilize  the  property  as a juvenile  detention  facility  initially
containing a total of sixty-four  (64) juvenile  detention  beds and  ultimately
containing a total of ninety-six  (96) juvenile  detention beds. This operation,
henceforth  known as the  "Facility",  which term shall include all existing and
future improvements made to such property,  shall be operated in conformity with
all applicable state, federal and local law, rules,  regulations and ordinances;
and

     WHEREAS,  the Juvenile  Board and County desire to engage CSC to manage and
operate the Facility and to provide the program  services  described herein (the
"Programs") under the terms and conditions contained herein, and

     WHEREAS, Texas law allocates various duties and responsibilities pertaining
to juvenile justice and detention to various  respective  governmental  entities
and officers,  including Bell County,  acting by and through it's  Commissioners
Court, and where indicated and as required by applicable law, the Juvenile Board
of Bell County,  acting by and through it's chief  administrative  officer,  and
where  indicated and as required by applicable  law to the Bell County  Juvenile
Court-t,  acting by and  through the  presiding  judge of said Court in both his
judicial and administrative  capacities.  This Agreement in no means,  manner or
form  shall be  construed  to  interfere  with,  alter or  otherwise  affect the
independent  exercise of discretion  vested upon each statutory  authority given
duties and responsibilities under Texas law, whether for fiscal,  administrative
or judicial functions. Likewise, nothing in this agreement shall be construed to
enlarge,  diminish,  adversely affect,  impair, or limit any applicable  rights,
powers, duties,  authority,  immunities or privileges previously held, possessed
or exercised



<PAGE>



by the various  governmental  entities or officers  implicated in statutory
provisions which pertain to juvenile justice and/or detention.

     NOW,  THEREFORE,  for an 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',  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 CSC and the  County  (or where
applicable such other statutorily empowered entities,  including the Bell County
Juvenile  Board  and/or the Bell  County  Juvenile  Court as may be  required by
applicable law) 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.

     1.1.4 CSC is an  independent  contractor,  and is not  delegated  any duty,
responsibility  or authority of a governmental  entity by way of this Agreement.
Likewise,  the services provided under this Agreement are professional services,
and are not subject to the provisions of Article 262.023, Texas Local Government
Code.

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

                                   ARTICLE TWO
                         Representations and Warranties

     2.1  Representation  of CSC.  CSC  represents  and  warrants to and for the
benefit of the Juvenile Board and the



<PAGE>



County,  with the  intent  that the  Juvenile  Board and  County  will rely
thereon for purposes of entering into this Agreement, as follows:

     2.1.1 Organization and Qualification. CSC 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.  CSC shall  attach to this  Agreement a
current certificate of good standing, issued by the State of Delaware, and shall
annually  supplement  said  certificate  during  the  term  of  this  Agreement.
Additionally,  CSC shall  attach to this  Agreement  a  current  certificate  of
authority  to engage in  business  in the  State of  Texas,  and shall  annually
supplement said certificate during the term of this Agreement.

     2.1.2  Authorization.  This Agreement has been duly authorized and executed
by CSC and delivered to the County for execution. Upon approval of the agreement
by the Bell County Juvenile Board and the execution  thereof by the County Judge
on  behalf  of the  County,  and  delivery  of  the  executed  agreement  to CSC
constitutes a legal,  valid, and binding  agreement  enforceable  against CSC 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,
agreement,  governmental  license or permit, or other agreement or instrument to
which CSC is a party or by which its proper-ties 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 CSC'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 CSC.

     2.1.4 No Defaults Under Agreements. CSC 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 CSC,  under any  indenture,  mortgage,  deed of trust,
lease, loan agreement,  license,  security  agreement,  agreement,  governmental
license or pen-nit,  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 CSC's ability to perform its obligations under this Agreement.

     2.1.5  Compliance  with Laws.  Neither CSC nor its officers  and  directors
purporting  to act on  behalf of CSC have  been  advised,  and have no reason to
believe,  that CSC or such  officers  and  directors  have  not been  conducting
business in compliance with all applicable  laws,  rules, and regulations of the
jurisdictions in which CSC 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



<PAGE>



failure to be so in compliance  would not materially  and adversely  affect
CSC's ability to perform its obligations under this Agreement.

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

     2.1.7 Taxes. CSC 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
CSC has no knowledge of any tax  deficiency  which has been or might be asserted
against CSC which would materially and adversely affect CSC'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 CSC can  now  reasonably  foresee)
materially and adversely  affect CSC's ability to perform its obligations  under
this Agreement.

     There is presently no known fact which materially and adversely affects, or
which in the future will (so far as CSC can now reasonably  foresee)  materially
and  adversely  affect  CSC's  ability to  perform  its  obligations  under this
Agreement. During the term of this Agreement or any extension hereof, CSC agrees
to  disclose  in  writing to the County in a timely  manner any  material  fact,
including  insolvency or  bankruptcy,  which might  reasonably  prevent CSC from
performing its obligations under this agreement.

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

     2.2.1 Authorization. The Juvenile Board and County have the requisite power
to enter in to this  Agreement  and perform  all  obligations  hereunder  and by
proper action have 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  provision of, or
constitute a default under any other agreement or instrument to which the County
is party or by which  its  proper-ties,  except  any such  conflict,  breach  or
default which would not  materially  and adversely  affect the ability of either
the  Juvenile  Board  or the  County  to  perform  its  obligations  under  this
Agreement.

     2.2.3 Disclosure.  There is no material fact which materially and adversely
affects or in the future will (so far as



<PAGE>



either the County or Juvenile Board 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 CSC by the Juvenile  Board and/or
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 hereof (the "Commencement Date").

     3.2 Renewal. The Juvenile Board and County and CSC shall have the option to
renew the term of this Agreement for three (3)  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 Construction.  The County,  with the advise and consent of the Juvenile
Board,  will  make  certain  improvements  to the  Facility  (including  without
limitation, fencing and security upgrades) to initially cause the Facility to be
capable of containing  sixty-four (64) juvenile detention beds, and subsequently
to cause the  Facility  to be capable of  containing  ninety-six  (96)  juvenile
detention  beds,  all in compliance  with Texas  Juvenile  Probation  Commission
("TJPC")  physical  plant/construction  standards.  The  County  shall  use  its
reasonable  best  efforts to cause the  Facility  to be  capable  of  containing
sixty-four (64) juvenile  detention beds in compliance with TJPC standards on or
before October 1, 1996 and shall use its  reasonable  best efforts to expand the
number of juvenile  detention  beds in the  Facility  (in  compliance  with TJPC
standards)  to  ninety-six  (96) on or before May 1, 1997.  However,  the County
shall not be otherwise  obligated  under this  Agreement  for any failure of the
Facility to meet these arbitrary completion dates.

     4.2  Compliance  with  Codes,  Standards  and  Guidelines.  The County will
remodel  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 Texas Juvenile Probation
Commission Standards for Pre and Post Adjudication Facilities.  In addition, the
County  shall make  available  for use by CSC all personal  property,  fixtures,
furniture  and  equipment  contained in the list attached as Exhibit "A" hereto.
The County shall obtain all



<PAGE>



permits and licenses  required by any  governmental  entity having power to
control or regulate the  operation of the Facility.  Upon the  completion of the
stated  remodeling,  the County shall notify the Bell County  Juvenile Board and
the Bell County  Juvenile  Court,  that the Facility is ready for  inspection as
required by Article  51.12(c) of the Texas Family  Code.  The County  shall,  if
necessary,  make every reasonable effort to remedy any condition of the Facility
which  prevents  certification  by the  County  Juvenile  Board  and the  County
Juvenile  Court that the Facility is suitable  for the  detention of children in
accordance with:

     (1) the requirements of Subsections Article 51.12(a), (f), and (g); and

     (2)  minimum  professional  standards  for the  detention  of  children  in
pre-adjudication  or  post-adjudication  secure  confinement  promulgated by the
Texas Juvenile  Probation  Commission (TJPC) or, at the election of the juvenile
board,  the  current   standards   promulgated  by  the  American   Correctional
Association.



     4.3 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,  wiring
and  electrical  systems,  to keep the Facility in good repair working order and
condition,  subject  to  normal  wear and tear.  CSC 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.  In addition,
CSC agrees to repair any and all damage to the Facility caused by the use of the
Facility by CSC, its employees, detainees or visitors, except to the extent such
damage is covered by insurance maintained by the County, in which event CSC will
repair such damage and the County shall pay CSC insurance  proceeds  received by
the County in connection  with such damages,  not to exceed CSC's actual cost of
repair.

     Within  thirty  (30) days after the date  hereof,  the County and CSC shall
make  a  list  of the  personal  property,  fixtures,  furniture  and  equipment
presently  located at the  Facility and divide such  property  into two separate
categories:  (1)  "non-accountable  property",  which may be used by CSC without
need to replace or repair same,  and (2)  "accountable  property",  which may be
used by CSC but shall be  repaired or  replaced  by CSC and  maintained  in good
working order and condition by CSC. Upon the  termination  or expiration of this
Agreement, the "accountable property" shall be delivered by CSC to the County in
good working condition, reasonable wear and tear excepted.



<PAGE>




     4.4 Utilities.  CSC shall pay for the use of all utilities necessary and/or
required for the  operation of the entire  Facility  such as  electricity,  gas,
water and sewer.  The County  agrees to pay for waste and trash removal and pest
control  services to the Facility.  It is  understood  that the County may use a
portion of the  Facility as set forth in Section  4.6 below.  CSC and the County
will each maintain  separate  telephone systems and each will be responsible for
the cost of their own telephone service.

     4.5 Taxes and Charges.  CSC 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 CSC in connection with its operation of the
Facility.

     4.6  Administrative  Offices.  CSC shall make the buildings at the Facility
which are currently designated for use as administrative  offices and classrooms
available for use by the Juvenile  Board as the Juvenile  Board may from time to
time deem  appropriate  and  necessary,  including but not limited to use by the
Juvenile  Probation  Department,  Juvenile  Court and JJAEP.  Within  reasonable
limitations based upon security of the Facility and its residents,  and with the
exception of the secure  residential  areas of the Facility,  the Juvenile Board
shall be permitted to use the Facility for appropriate  juvenile  activities and
programs,  subject to advance  scheduling  with CSC in a manner which will cause
minimal disruption to CSC operations.  In the event any additional  construction
or improvements are made on the surrounding  County owned land, the County shall
have the right to use such additional space in its entirety  without  limitation
by CSC.



                                  ARTICLE FIVE
                    OPERATION AND MANAGEMENT OF THE FACILITY



     5.1  General  Duties and  Obligations;  Standards.  CSC shall  provide  the
operations and management  services  described herein and operate,  maintain and
manage  the  Facility  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,  subject to
approval by the Juvenile Board.



     5.2  Policies.  CSC  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



<PAGE>



applicable  standards  of the Texas  Juvenile  Probation  Commission.  Said
written  policies,  procedures and  operations  manuals shall be the property of
CSC,  and shall  continue  to be the  property  of CSC.  CSC shall  furnish  the
Juvenile Board and the County a copy of its policies,  procedures and operations
manuals for its review and comment upon  execution of this  Agreement  and shall
furnish the Juvenile Board and County a copy of any  subsequent  changes to such
manual.

     5.3 Specified  Duties and Obligations.  CSC's duties and obligations  shall
include,  but not be limited to, each of the activities  specified below.  CSC'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.  CSC  shall  appoint  a  Facility
Administrator to manage on-site CSC'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  Staffing.  CSC shall at all times provide  adequate  staffing of the
Facility in compliance with applicable standards and TJPC policies. CSC shall be
responsible  for  employee  benefits,  including  medical  insurance,   worker's
compensation insurance,  and other benefits. The County shall have no obligation
to provide any staffing under this Agreement.

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

     5.3.4 Employee Training.  CSC shall provide,  at its own expense,  adequate
training,  which  shall  meet all  applicable  TJPC  standards,  for each of its
employees.  To the extent  necessary,  CSC shall train employees to assure their
ability to comply with applicable policies,  procedures and operation manuals as
specified by CSC.


<PAGE>





BELL COUNTY, TEXAS



BY: Judge John Garth
On Behalf of the Commissioners Court
Of Bell County, Texas





                                   EXHIBIT "A"

     List of all personal  property,  fixtures,  furniture  and  equipment to be
available for CSC's use at the Facility.