On November 7, 2008, America Service Group Inc. (the "Company") entered into a Letter Agreement with Michael Catalano (the "Letter Agreement"), which amended the Separation Agreement and General Release, dated as of September 15, 2008, between the Company and Mr. Catalano (the "Separation Agreement"), as previously disclosed in a Current Report on Form 8-K filed by the Company on September 19, 2008.
The Letter Agreement amends the terms of the Separation Agreement as follows:
(i) Mr. Catalano will resign his position as Chief Executive Officer of the Company effective as of December 30, 2008; (ii) all shares of restricted stock, stock options and other equity awards held by Mr. Catalano, as referenced in
Section 1(b) of the Separation Agreement, will accelerate, immediately vest and be fully exercisable without restriction on and as of December 30, 2008; and
(iii) the Company will pay Mr. Catalano the consideration described in Sections 2(b), 2(c) and 2(d) of the Separation Agreement on December 30, 2008. Mr. Catalano will remain an employee of the Company and Chairman of the Board of Directors until January 1, 2009. Except as expressly stated above, all other terms and conditions of the Separation Agreement remain in full force and effect and are not amended by the Letter Agreement. A copy of the Letter Agreement is filed herewith as Exhibit 10.1 and incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 Exhibit        Description
   10.1         Letter Agreement, dated as of November 7, 2008, between America
                Service Group Inc. and Michael Catalano