AMERICA SERVICE GROUP INC /DE
EX-10.20 EMPLOYEE NON-QUALIFIED STOCK OPTION
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>6
<FILENAME>g93661exv10w20.txt
<DESCRIPTION>EX-10.20 EMPLOYEE NON-QUALIFIED STOCK OPTION
<TEXT>
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                                                                   Exhibit 10.20

                           AMERICA SERVICE GROUP INC.
                           NON-QUALIFIED STOCK OPTION

      THIS NON-QUALIFIED STOCK OPTION, is granted this _______ day of _________,
20__, by America Service Group Inc., a Delaware corporation (the "Company"), to
__________________________ (the "Optionee").

                                   WITNESSETH:

      WHEREAS, the Board of Directors of the Company is of the opinion that the
interests of the Company and its subsidiaries will be advanced by encouraging
and enabling those employees of the Company and its subsidiaries, upon whose
judgment, initiative and efforts the Company is largely dependent for the
successful conduct of the business of the Company and its subsidiaries, to
acquire or increase their proprietary interest in the Company, thus providing
them with a more direct stake in its welfare and therefore assuring a closer
identification of their interests with those of the Company; and

      WHEREAS, the Board believes that the acquisition of such an interest in
the Company will stimulate such employees and strengthen their desire to remain
with the Company or one if its subsidiaries;

      NOW, THEREFORE, in consideration of the premises and of the services to be
performed by the Optionee under paragraph 2 hereunder, the Company hereby grants
this non-qualified stock option to the Optionee on the terms hereinafter
expressed.

      1.    Option Grant. The Company hereby grants to the Optionee an option to
            purchase a total of ____________________ (_________) shares of
            Common Stock of the Company at an option exercise price of $________
            per share, being not less than 100% of the Fair Market Value of a
            share of Common Stock on the date of grant hereof. This option is
            not intended to qualify as an incentive stock option within the
            meaning of Section 422 of the Internal Revenue Code of 1986.

      2.    Time of Exercise. This option may be exercised (in the manner
            provided in paragraph 3 hereof) in whole or in part, and from time
            to time after the date hereof, subject to the following limitations:

            (a)   The options may not be exercised under the terms herein until
                  the first date set forth herein. It may then be exercised to a
                  maximum cumulative extent of __% of the total shares covered
                  by this option on and after ______________, ____; and __% of
                  the total shares on ________________, ____; and __% of the
                  total shares on ________________, ____.

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            (b)   This option may not be exercised after the earliest to occur
                  of any of the following:

                  (i)   more than ninety (90) days after the termination of the
                        Optionee's employment with the Company or one of its
                        subsidiaries for any reason other than retirement,
                        permanent disability or death (and then only to the
                        extent the Optionee could have exercised this option on
                        the date of termination); or

                  (ii)  more than one hundred eighty (180) days after the
                        termination of the Optionee's employment with the
                        Company or one of its subsidiaries as a result of
                        retirement or permanent disability (and then only to the
                        extent the Optionee could have exercised this option on
                        the date of termination); or

                  (iii) more than one year after Optionee's death if death
                        occurs while the Optionee is employed by the Company or
                        one of its subsidiaries (and then only to the extent the
                        Optionee could have exercised this option on the date of
                        his/her death); or

                  (iv)  in any event more than 10 years from the date of grant.

      3.    Method of Exercise. This option may be exercised only by notice in
            writing delivered to the Treasurer of the Company and accompanied
            by:

            (a)   The full purchase price of the shares purchased payable by a
                  certified or cashier's check payable to the order of the
                  Company and/or certificates of Common Stock of the Company
                  (which have been held by the Optionee for at least six months)
                  equal in value (based on their Fair Market Value on the date
                  of surrender) to such purchase price or the portion thereof so
                  paid; and

            (b)   Such other documents or representations (including without
                  limitation representations as to the intention of the
                  Optionee, or the purchaser under paragraph 4 below, to acquire
                  the shares for investment) as the Company may reasonably
                  request in order to comply with securities, tax or other laws
                  then applicable to the exercise of the option.

                  In the discretion of the Company, payment may also be made by
                  delivering a properly executed exercise notice to the Company
                  together with a copy of irrevocable instructions to a broker
                  to promptly deliver to the Company the amount of sale or loan
                  proceeds to pay the exercise price. To facilitate the
                  foregoing, the Company may enter into agreements for
                  coordinated procedures with one or more brokerage firms. In
                  addition the Company may, in its discretion and subject to
                  such rules as it may adopt as are necessary to prevent the
                  withholding from being subject to Section 16(b) of the
                  Securities Exchange Act of 1934, permit the Optionee to
                  satisfy any tax withholding obligation associated with the
                  exercise of this option, in whole or in part, by electing to
                  have the Company withhold from the shares otherwise
                  deliverable

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                  as a result of such option exercise shares of Common Stock
                  having a value (based on their Fair Market Value on the date
                  of delivery) equal to the amount required to be withheld.

      4.    Non-Transferability; Death. This option is not transferable by the
            Optionee otherwise than by will or the laws of descent and
            distribution and is exercisable during the Optionee's lifetime only
            by him/her. If the Optionee dies while in the employ of the Company
            or one of its subsidiaries, this option may be exercised during the
            period described in paragraph 2(b)(iii) (but not later than 10 years
            from the date hereof under 2(b)(iv)) by his/her estate or the person
            to whom the option passes by will or the laws of descent and
            distribution, but only to the extent that the Optionee could have
            exercised this option on the date of his/her death.

      5.    Registration. The Company shall not be required to issue or deliver
            any certificate for its Common Stock purchased upon the exercise of
            this option prior to the admission of such shares to listing on any
            stock exchange on which shares may at that time be listed. In the
            event of the exercise of this option with respect to any shares
            subject hereto, the Company shall make prompt application for such
            listing. If at any time during the option period the Company shall
            be advised by its counsel that shares deliverable upon exercise of
            the option are required to be registered under the Federal
            Securities Act of 1933, as amended, or that delivery of the shares
            must be accompanied or preceded by a prospectus meeting the
            requirements of the Act, the Company will use its best efforts to
            effect such registration or provide such prospectus not later than a
            reasonable time following each exercise of this option, but delivery
            of shares by the Company may be deferred until registration is
            effected or a prospectus available. The Optionee shall have no
            interest in shares covered by this option until certificates for the
            shares are issued.

      6.    Adjustments. If the Company shall at any time change the number of
            shares of its Common Stock without new consideration to the Company
            (such as by stock dividends or stock splits), the total number of
            shares then remaining subject to purchase hereunder shall be changed
            in proportion to such change in issued shares and the option price
            per share shall be adjusted so that the total consideration payable
            to the Company upon the purchase of all shares not theretofore
            purchased shall not be changed. In the case of any merger,
            consolidation or combination of the Company with or into another
            corporation, other than a merger, consolidation or combination in
            which the Company is the continuing corporation and which does not
            result in the outstanding Common Stock being converted into or
            exchanged for different securities, cash or other property, or any
            combination thereof (an "Acquisition"), the Optionee shall have the
            right (subject to any limitation applicable to this option)
            thereafter and during the term of this option, to receive upon
            exercise hereof the Acquisition Consideration (as defined below)
            receivable upon such Acquisition by a holder of the number of shares
            of Common Stock which might have been obtained upon exercise of this
            option or portion hereof, as the case may be, immediately prior to
            such Acquisition. The term "Acquisition Consideration" shall mean
            the kind and amount of shares of the surviving or new corporation,
            cash, securities, evidence of indebtedness, other property or any
            combination thereof receivable in respect of one share of Common
            Stock of the Company upon consummation of an Acquisition.

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      7.    Subject to Plan. This option is granted subject to all of the terms
            and conditions set forth in the Company's Incentive Stock Plan (the
            "Plan"), as amended from time to time. Any capitalized terms not
            defined herein shall be subject to the definitions set forth in the
            Plan.

      IN WITNESS WHEREOF, the Company has caused this non-qualified stock option
to be executed on the date first above written.

                                           AMERICA SERVICE GROUP INC.

                                           By:__________________________________
                                                                   Dated:

Receipt is hereby acknowledged:            Attest:
                                                                   (SEAL)

__________________________________         _____________________________________
Optionee            Dated:                                         Dated:
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