AMERICA SERVICE GROUP INC /DE
EX-10.22 EMPLOYEE NON-INCENTIVE STOCK OPTION
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>8
<FILENAME>g93661exv10w22.txt
<DESCRIPTION>EX-10.22 EMPLOYEE NON-INCENTIVE STOCK OPTION
<TEXT>
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                                                                   Exhibit 10.22

                           AMERICA SERVICE GROUP INC.

                 AMENDED AND RESTATED 1999 INCENTIVE STOCK PLAN

                           NON-INCENTIVE STOCK OPTION

                               OPTION CERTIFICATE

America Service Group Inc. ("ASG"), a Delaware corporation, in accordance with
the America Service Group Inc. Amended and Restated 1999 Incentive Stock Plan,
hereby grants an Option to _______________, who shall be referred to as
"Employee," to purchase from ASG ________ shares of Stock at an Option Price per
share equal to $________, which grant shall be subject to all of the terms and
conditions set forth in this Option Certificate and in the Plan. This grant has
been made as of _____________, 20___, which shall be referred to as the "Grant
Date." This Option is not intended to satisfy the requirements of Section 422 of
the Code and thus shall be a Non-ISO as that term is defined in the Plan.

                            AMERICA SERVICE GROUP INC.

                            By:___________________________________________


Acknowledged:               EMPLOYEE

                            _______________________________________________

                            Date:__________________________________________

                              TERMS AND CONDITIONS

      Section 1. Plan. This Option grant is subject to all the terms and
conditions set forth in the Plan and this Option Certificate, and all the terms
in this Option Certificate which begin with a capital letter are either defined
in this Option Certificate or in the Plan. If a determination is made that any
term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan

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shall control. A copy of the Plan will be made available to Employee upon
written request to the Committee.

      Section 2. Vesting and Option Expiration.

      (a)   General Rule. Subject to Section 2(b) and Section 2(c), Employee's
            right under this Option Certificate to exercise this Option shall
            vest with respect to:

            (1)   one-third of the non-vested shares of Stock which are subject
                  to this Option on the first anniversary of the Grant Date
                  provided he or she remains continuously employed by ASG
                  through the first anniversary of the Grant Date,

            (2)   one-third of the non-vested shares of Stock which remain
                  subject to this Option on the second anniversary of the Grant
                  Date provided he or she remains continuously employed by ASG
                  through the second anniversary of the Grant Date, and

            (3)   the remaining non-vested shares of Stock which are subject to
                  this Option on the third anniversary of the Grant Date
                  provided he or she remains continuously employed by ASG
                  through the third anniversary of the Grant Date.

      (b)   Option Expiration Rules.

            (1)   Non-Vested Shares. If Employee's employment with ASG
                  terminates for any reason whatsoever, including death,
                  disability (as determined under ASG's long-term disability
                  plan) or retirement, while there are any non-vested shares of
                  Stock subject to this Option under Section 2(a), this Option
                  immediately upon such termination of employment shall expire
                  and shall have no further force or effect and be null and void
                  with respect to such non-vested shares of Stock.

            (2)   Vested Shares. Employee's right to exercise all or any part of
                  this Option which has vested under Section 2(a) shall expire
                  no later than the tenth anniversary of the Grant Date.
                  However, if Employee's employment with ASG terminates before
                  the tenth anniversary of the Grant Date, Employee's right to
                  exercise this Option which has vested under Section 2(a) shall
                  expire and shall have no further force or effect and shall be
                  null and void

                  (A)   on the date his or her employment terminates if his or
                        her

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                        employment terminates for cause (as determined by the
                        Committee),

                  (B)   on the first anniversary of the date his or her
                        employment terminates if his or her employment
                        terminates as a result of his or her death or disability
                        (as determined under ASG's long-term disability plan),
                        or

                  (C)   at the end of the 90-day period which starts on the date
                        his or her employment terminates if his or her
                        employment terminates other than (1) for cause (as
                        determined by the Committee) or (2) as a result of his
                        or her death or disability (as determined under ASG's
                        long-term disability plan).

      (c)   Special Rules.

            (1)   Change in Control. If there is a Change in Control of ASG,
                  this Option shall be subject to the provisions of Section 14
                  of the Plan with respect to such Change in Control.

            (2)   Affiliates. For purposes of this Option Certificate, any
                  reference to ASG shall include any Affiliate, Parent or
                  Subsidiary of ASG, and a transfer of employment between ASG
                  and any Affiliate, Parent or Subsidiary of ASG or between any
                  Affiliate, Parent or Subsidiary of ASG shall not be treated as
                  a termination of employment under the Plan or this Option
                  Certificate.

            (3)   Fractional Shares. Employee's right to exercise this Option
                  shall not include a right to exercise this Option to purchase
                  a fractional share of Stock. If Employee exercises this Option
                  on any date when this Option includes a fractional share of
                  Stock, his or her exercise right shall be rounded down to the
                  nearest whole share of Stock and the fractional share shall be
                  carried forward until that fractional share together with any
                  other fractional shares can be combined to equal a whole share
                  of Stock or this Option expires.

      Section 3. Method of Exercise of Option. Employee may exercise this Option
in whole or in part (to the extent this Option is otherwise exercisable under
Section 2 with respect to vested shares of Stock) only in accordance with the
rules and procedures established from time to time by ASG for the exercise of an
Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to ASG, by tendering to ASG shares of Stock registered in Employee's
name which have been held for at least six months or through any cashless
exercise/resale procedure which is

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implemented by a broker unrelated to ASG through a sale of Stock in the open
market and which is acceptable to the Committee, or in any combination of these
forms of payment.

      Section 4. Delivery and Other Laws. ASG shall deliver appropriate and
proper evidence of ownership of any Stock purchased pursuant to the exercise of
this Option as soon as practicable after such exercise to the extent such
delivery is then permissible under applicable law or rule or regulation, and
such delivery shall discharge ASG of all of its duties and responsibilities with
respect to this Option.

      Section 5. Nontransferable. Except as expressly authorized by the
Committee, no rights granted under this Option shall be transferable by Employee
other than by will or by the laws of descent and distribution, and the rights
granted under this Option shall be exercisable during Employee's lifetime only
by Employee. The person or persons, if any, to whom this Option is transferred
by will or by the laws of descent and distribution shall be treated after
Employee's death the same as Employee under this Option Certificate.

      Section 6. No Right to Continue Service. Neither the Plan, this Option,
nor any related material shall give Employee the right to continue in employment
by ASG or shall adversely affect the right of ASG to terminate Employee's
employment with or without cause (as determined by the Committee) at any time.

      Section 7. Stockholder Status. Employee shall have no rights as a
stockholder with respect to any shares of Stock under this Option until such
shares have been duly issued and delivered to Employee, and no adjustment shall
be made for dividends of any kind or description whatsoever or for distributions
of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.

      Section 8. Governing Law. The Plan and this Option shall be governed by
the laws of the State of Delaware.

      Section 9. Binding Effect. This Option shall be binding upon ASG and
Employee and their respective heirs, executors, administrators and successors.

      Section 10. Tax Withholding. This Option has been granted subject to the
condition that Employee consents to whatever action the Committee directs to
satisfy the minimum statutory federal and state withholding requirements, if
any, which ASG determines are applicable upon the exercise of this Option.

      Section 11. References. Any references to sections (Section) in this
Option Certificate shall be to sections (Section) of this Option Certificate
unless otherwise expressly stated as part of such reference.

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