INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made effective July 1, 2005 (“Effective Date”), between Cornell Companies, Inc., a Delaware corporation (“Cornell Companies”), whose address is 1700 West Loop South, Suite 1500, Houston, Texas 77027, and John C. Godlesky, an individual (“Consultant”), whose address is 74 Cedar Lane, Leeper, Pennsylvania 16233.

In consideration of the mutual covenants herein contained, the parties hereby agree as follows:

1.                                       Services.  Consultant agrees to provide the services specified in the Project Schedule attached to this Agreement as Exhibit A (the “Services”) and hereby made a part hereof.

2.                                       Term and Termination.  This Agreement shall continue as per the terms within the Exhibit A.

3.                                       Payment for Services.  As full compensation for the Services to be provided by Consultant pursuant to this Agreement, Cornell Companies agrees to pay Consultant the fees in the amounts and in the manner set forth in the Project Schedule.

4.                                       Relationship of the Parties; Independent Contractor; Taxes.  It is understood and agreed that Consultant shall perform the Services as an independent contractor and not as an employee, agent or representative of Cornell Companies.  Consultant agrees that it shall be personally responsible for any and all taxes and other payments due on payments received by it from Cornell Companies hereunder.

5.                                       Cornell Companies’ Proprietary Rights.  “Work Product” means the resulting product (including, without limitation, all writings, information, data, formulas, photographs, training materials, workbooks, and the like, and all deliverables created, developed and/or prepared on behalf of Cornell Companies by Consultant and in furtherance of the Services.  Work Product does not include any pre-existing product owned by Consultant or by any third party and incorporated or embedded into the Work Product (the “Proprietary Product”).

(a)                                  All Work Product is, shall be and shall remain the sole and exclusive property of Cornell Companies and may not be used by Consultant or its employees for any other purpose except for the benefit of Cornell Companies.  Consultant shall not sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Work Product or copies thereof.

The terms of this Section 5  shall survive any expiration or termination of this Agreement.

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6.                                       Confidential Information.

(a)                                  Acknowledgment of Confidentiality.  Consultant hereby acknowledges that it may be exposed to confidential and proprietary information of Cornell Companies including, without limitation, Work Product and other technical information, business information, and other information designated as confidential expressly or by the circumstances in which it is provided (“Confidential Information”).  Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received by the recipient from a third party who was free to disclose it.

(b)                                  Covenant Not to Disclose.  Consultant hereby agrees that during the term and at all times thereafter it shall not use, commercialize or disclose such Confidential Information to any person or entity.  Consultant shall not alter or remove from any materials owned or provided by Cornell Companies.  Consultant shall use at least the same degree of care in safeguarding Cornell Companies’ Confidential Information as it uses in safeguarding its own confidential information.

(c)                                  Survival.  The obligations imposed by this Section 6 shall survive any expiration or termination of this Agreement.

7.                                       Compliance with Laws.  Consultant agrees to comply with the provisions of all applicable federal, state, county, or municipal laws, regulations or ordinances.  Consultant hereby releases and agrees to hold harmless Cornell Companies for any liability of whatsoever nature arising out of Consultant’s violation of any law or the provisions of this Section.

8.                                       Injunctive Relief.  Consultant acknowledges that violation by Consultant of the provisions of Section 5 (“Cornell Companies’ Proprietary Rights”), Section 6 (“Confidential Information”), or Section 7 (Compliance with Laws) would cause irreparable harm to Cornell Companies not adequately compensable by monetary damages.  In addition to other relief, it is agreed that injunctive relief shall be available to prevent any actual or threatened violation of such provisions.

9.                                       Liability.  Cornell Companies and Consultant each agree that each party is fully responsible and liable for its own actions and/or inactions and for all resulting costs, including all costs and damages of the claims, charges and/or lawsuits that may arise from them.  Likewise, in the event that one party becomes the subject of a claim, charge, and/or lawsuit for the actions and/or inactions of the other party, said other party agrees it will affirmatively subject itself to the claim, charge, and/or lawsuit and take all steps necessary to affirmatively release the subjected party from said claim, charge, and/or lawsuit.

10.                                 Duties upon Termination.  Upon termination of this Agreement prior to the completion of the Services, Consultant agrees to reasonably cooperate and provide such assistance and information as may be reasonably requested by Cornell Companies.  In addition, Consultant shall

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