Exhibit 10.64(a)

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (the “Agreement”), is entered into as of November 28, 2005, by and between Cornell Companies, Inc., a Delaware corporation (the “Company”), and Mark S. Croft (the “Executive”).

WHEREAS, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Company Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined herein) of the Company; and

WHEREAS, the Committee believes that it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control, to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation arrangements upon a Change in Control which provide the Executive with individual financial security and which are competitive with those of other corporations.

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

1.             Definitions.  As used in this Agreement, the following terms shall have the following meanings (the singular includes the plural, unless the context clearly indicates otherwise):

(a)           An “Affiliate” shall mean, with respect to any person or entity, any person or entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such person or entity in question. For the purposes of the definition of Affiliate, “Control” (including, with correlative meaning, the terms “Controlled by” and “under common Control with”) as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities or by contract or otherwise.

(b)           A “Change in Control” shall be deemed to have occurred on the earliest of the following dates:

(i)            the date the Company merges or consolidates with any other entity, and the Company’s stockholders do not own, directly or indirectly, at least 50% of the voting capital stock of the surviving entity;

(ii)           the date the Company sells all or substantially all of its assets to any other person or entity; provided that the sale or other transfer of Company facilities to a real estate investment trust, in a sale-leaseback transaction, or any similar transaction shall not be considered a sale of all or substantially all of the Company’s assets;

(iii)          the date the Company is dissolved; or

(iv)          the date any third person or entity together with its Affiliates becomes, directly or indirectly, the beneficial owner of the least 51% of the Voting Stock of the Company; or

provided, however, that notwithstanding anything to the contrary contained in clauses (i) — (iv), a Change in Control shall not be deemed to have occurred in connection with any bankruptcy or insolvency of the Company, or any transaction in connection therewith.

(c)           “Change in Control Date” shall be the date on which a Change in Control occurs.

(d)           “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)           “Termination Date” shall mean the date on which the Executive’s employment with the Company is terminated, by either the Company or the Executive.

(f)            “Voting Stock” means all the outstanding shares of capital stock of Company entitled to vote generally in elections for directors, considered as one class; provided, however, that if Company has shares of Voting Stock entitled to more or less than one vote for any such share, each reference to a proportion of shares of Voting Stock shall be deemed to refer to such proportion of the votes entitled to be cast by such shares.

2.             Benefits upon Change in Control.  If, within one (1) year after a Change in Control, the Executive’s employment with the Company is terminated by the Company for any reason, with or without cause, the Company shall be required to provide the following benefits to the Executive:

(a)           The Company shall pay to the Executive in a lump sum in cash, concurrently with the Termination Date, a payment equal to the sum of (i) the Executive’s highest annual base salary as of the Termination Date or the Change in Control Date plus (ii) the average of the annual bonus paid or payable, including by reason of any deferral, to the Executive by the Company or its Affiliates in respect of the two most recent full fiscal years ending on or prior to the Termination Date (or if the Executive has not been employed for two full fiscal years, then the annual bonus in respect of the most recent full fiscal year).

(b)           In addition to the cash benefits payable pursuant to Section 2(a) hereof, all stock options, restricted stock awards and similar awards granted to the Executive by the Company prior to the Termination Date shall immediately vest on the Termination Date, notwithstanding any existing vesting schedule or other terms set forth in any plan or agreement governing the term of such stock options, restricted stock awards and similar awards.

3.             Full Settlement.  The Company’s obligations to perform hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement.  The Company agrees to pay, to the fullest extent permitted by law, all legal fees and expenses which the Executive may incur as a result of any contest by the Company or others of the validity or the enforceability of, or liability under, any provision of this Agreement.

4.             Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any stock option, restricted stock or other agreements with the Company or any of its subsidiaries.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its subsidiaries on the Change in Control Date shall be payable in accordance with such plan, policy, practice or program.

5.             Funding.  The Company shall pay the benefits under this Agreement out of its general assets pursuant to the terms of this Agreement.  There shall be no special fund out of which benefits shall be paid, nor shall the Executive be required to make a contribution as a condition of receiving benefits.

6.             Tax Withholding.  The Company may withhold or cause to be withheld from any benefits payable under this Agreement all federal, state, city or other taxes that are required by any law or governmental regulation or ruling.

7.             Non-Competition.  The restrictive covenants contained in this Paragraph 7 are supported by consideration to Executive from the Company as specified in this Agreement.  In exchange for the consideration specified herein and as a material incentive for the Company to enter into this Agreement, Executive hereby agrees that Executive will not at any time during Executive’s employment with the Company and for a period commencing on the date of termination of such employment and continuing until the expiration of one year (the “Non-Competition Period”), directly or indirectly, for Executive or for others, in any state of the United States, or in any foreign country where the Company or any of its affiliates is then conducting any business engage in any employment or actions which is in direct competition with the Company, including providing services and/or advice of any kind to a direct competitor of the Company (i.e., corporations which bid for government contracts within the industries in which Cornell Companies does business).

8.             Notices.  Any notice required or desired to be given under this Agreement or other communications relating to this Agreement shall be in writing and delivered personally or mailed by United States registered or certified mail, return receipt requested, postage prepaid, to the party concerned at the address set forth below:

9.             Entire Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to severance payments and supersedes any prior agreement, arrangement or understanding, whether oral or written, between the Company and the Executive concerning severance payments.

10.           Choice of Law.  This Agreement shall be governed by, and enforced according to, the laws of the State of Texas.  The invalidity of any provision shall be automatically reformed to the extent permitted by applicable law and shall not affect the enforceability of the remaining provisions hereof.  The Executive hereby waives any objection which he may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the District Court of Harris County, State of Texas, or in the United States District Court for the Southern District of Texas, and hereby further waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

11.           Assignment.  The rights and obligations under this Agreement of the Company and the Executive may not be assigned, except that the Company may, at its option, assign one or more of its rights or obligations under this Agreement to any of its subsidiaries or affiliates, or in connection with a transfer of all or substantially all of the assets or stock of the Company or a merger or consolidation of the Company with and into another corporation or other entity, provided that in each case the Company shall remain responsible for its obligation hereunder.

12.           Counterparts.  This Agreement may be executed in several identical counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument.

13.           Modification.  This Agreement may be modified only by written agreement signed by the Executive and by the President or Secretary of the Company.  The failure to insist upon compliance with any provision hereof shall not be deemed a waiver of such provision or any other provision hereof.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first written above.

CORNELL COMPANIES, INC.