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                                                                   Exhibit 10.24

                           AMERICA SERVICE GROUP INC.

                 1999 AMENDED AND RESTATED INCENTIVE STOCK PLAN

                             STOCK GRANT CERTIFICATE

This Stock Grant Certificate evidences a Stock Grant made pursuant to the
America Service Group Inc. Amended and Restated 1999 Incentive Stock Plan of
______ shares of restricted Stock to _________________, who shall be referred to
as "Director." This Stock Grant is granted effective as of __________, 20__,
which shall be referred to as the "Grant Date."

                                   AMERICA SERVICE GROUP INC.

                                   By: _________________________________________


                              TERMS AND CONDITIONS

      Section 1. PLAN AND STOCK GRANT CERTIFICATE. This Stock Grant is subject
to all of the terms and conditions set forth in this Stock Grant Certificate and
in the Plan. If a determination is made that any term or condition set forth in
this Stock Grant Certificate is inconsistent with the Plan, the Plan shall
control. All of the capitalized terms not otherwise defined in this Stock Grant
Certificate shall have the same meaning in this Stock Grant Certificate as in
the Plan. A copy of the Plan will be made available to Director upon written
request to the corporate Secretary of the Company

      Section 2. STOCKHOLDER STATUS. Director shall have the right under this
Stock Grant to receive cash dividends on all of the shares of Stock subject to
this Stock Grant and to vote such shares until Director's right to such shares
is forfeited or becomes nonforfeitable. If Director forfeits any shares under
Section 3, Director shall at the same time forfeit Director's right to vote such
shares and to receive cash dividends paid with respect to such shares. Any Stock
dividends or other distributions of property made with respect to shares that
remain subject to forfeiture under Section 3 shall be held by the Company, and
Director's rights to receive such dividends or other property shall be forfeited
or shall be nonforfeitable at same time the shares of Stock with respect to
which the dividends or other property are attributable are forfeited or become
nonforfeitable. Except for the rights to receive cash dividends and vote the
shares of Stock subject to this Stock Grant which are described in this Section
2, Director shall have no rights as a Stockholder with respect to such shares of
Stock until Director's interest in such shares has become nonforfeitable.

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      Section 3. VESTING AND FORFEITURE.

            (a)   Vesting. Subject to Section 3(b), Director's interest in the
                  Stock subject to this Stock Grant shall become nonforfeitable
                  as follows:

                  (1)   his interest in the first one-third of the shares of
                        Stock subject to this Stock Grant (rounding down to the
                        nearest whole number) shall become nonforfeitable only
                        if he remains a member of the Board through the first
                        anniversary of the Grant Date,

                  (2)   his interest in the second one-third of the shares of
                        Stock subject to this Stock Grant (rounding down to the
                        nearest whole number) shall become nonforfeitable only
                        if he remains a member of the Board through the second
                        anniversary of the Grant Date, and

                  (3)   his interest in the balance of the shares of Stock
                        subject to this Stock Grant shall become nonforfeitable
                        only if he remains a member of the Board through the
                        third anniversary of the Grant Date.

            (b)   Forfeiture. If Director's status as such terminates for any
                  reason whatsoever before his or her interest in all of the
                  shares of Stock subject to this Stock Grant have become
                  nonforfeitable under Section 3(a), then he or she shall
                  (except as provided in Section 14 of the Plan) forfeit all of
                  the shares of Stock subject to this Stock Grant except those
                  shares in which he or she has (pursuant to Section 3(a)) a
                  nonforfeitable interest on the date his or her status as a
                  Director so terminates.

      Section 4. STOCK CERTIFICATES. Company shall issue a stock certificate for
the shares of Stock subject to this Stock Grant in the name of Director upon
Director's execution of the irrevocable stock power in favor of Company attached
as Exhibit A. The Secretary of Company shall hold such stock certificate
representing such shares and any distributions made with respect to such shares
(other than cash dividends) until such time as his or her interest in such
shares have become nonforfeitable or have been forfeited. As soon as practicable
after each date as of which his or her interest in any shares becomes
nonforfeitable under Section 3(a), Company shall issue to Director a stock
certificate reflecting the shares in which his or her interest has become
nonforfeitable on such date (together with any distributions made with respect
to the shares that have been held by Company). If shares are forfeited, the
shares (together with any distributions made with respect to the shares that
have been held by Company) automatically shall revert back to Company.

      Section 5. NONTRANSFERABLE. No rights granted under this Stock Grant
Certificate shall be transferable by Director.

      Section 6. OTHER LAWS. Company shall have the right to refuse to transfer
shares of Stock subject to this Stock Grant to Director if Company acting in its
absolute discretion determines that the transfer of such shares might violate
any applicable law or regulation.

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      Section 7. NO RIGHT TO CONTINUE SERVICE. Neither the Plan, this Stock
Grant Certificate, nor any related material shall give Director the right to be
nominated or elected as a member of the Board.

      Section 8. GOVERNING LAW. The Plan and this Stock Grant Certificate shall
be governed by the laws of the State of Delaware.

      Section 9. BINDING EFFECT. This Stock Grant Certificate shall be binding
upon Company and Director and their respective heirs, executors, administrators
and successors.

      Section 10. HEADINGS AND SECTIONS. The headings contained in this Stock
Grant Certificate are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Stock Grant Certificate. All
references to sections in this Stock Grant Certificate shall be to sections of
this Stock Grant Certificate unless otherwise expressly stated as part of such
reference.

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                                   Exhibit A

                             IRREVOCABLE STOCK POWER

      As a condition to the issuance to the undersigned of a stock certificate
for the _______ shares of Stock which were granted to the undersigned as a Stock
Grant under the America Service Group Inc. 1999 Amended and Restated Incentive
Stock Plan in the Stock Grant Certificate dated __________, the undersigned
hereby executes this Irrevocable Stock Power in order to sell, assign and
transfer to America Service Group Inc. the shares of Stock subject to such Stock
Grant for purposes of effecting any forfeiture called for under Section 3(b) of
the Stock Grant Certificate and does hereby irrevocably give America Service
Group Inc. the power (without any further action on the part of the undersigned)
to transfer such shares of Stock on its books and records back to America
Service Group Inc. to effect any such forfeiture. This Irrevocable Stock Power
shall expire automatically with respect to the shares of Stock on the date such
shares of Stock are no longer subject to forfeiture under Section 3(b) of such
Stock Grant Certificate or, if earlier, immediately after such a forfeiture has
been effected with respect to such shares of Stock.

                                             _________________________________
                                             Signature

                                             _________________________________
                                             [Print Name]

                                             _________________________________
                                             Date

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