<PAGE>   1
                                                                   EXHIBIT 10.6














                            MASTER AGREEMENT TO LEASE

                                     BETWEEN

                        CCA PRISON REALTY TRUST, LANDLORD

                                       AND

                   CORRECTIONS CORPORATION OF AMERICA, TENANT

                              DATED: JULY 18, 1997




<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<S>                  <C>          <C>                                                                            <C>
ARTICLE I                         SEPARATE LEASE AGREEMENTS; PREMISES AND TERM....................................1
                     1.01         Separate Lease Agreements.......................................................1
                     1.02         Leased Property.................................................................2
                     1.03         Term............................................................................2
                     1.04         Holding Over....................................................................3
                     1.05         Surrender.......................................................................3

ARTICLE II                        RENT............................................................................3
                     2.01         Base Rent.......................................................................3
                     2.02         Additional Rent.................................................................3
                     2.02.01      Other Additional Rent...........................................................4
                     2.03         Place(s) of Payment of Rent; Direct Payment of Other Additional Rent............4
                     2.04         Net Lease.......................................................................4
                     2.05         No Termination, Abatement, Etc..................................................4

ARTICLE III                       IMPOSITIONS AND UTILITIES.......................................................5
                     3.01         Payment of Impositions..........................................................5
                     3.02         Definition of Impositions.......................................................6
                     3.03         Utilities.......................................................................6
                     3.04         Escrow of Impositions...........................................................7
                     3.05         Discontinuance of Utilities.....................................................7

ARTICLE IV                        INSURANCE.......................................................................8
                     4.01         Property Insurance..............................................................8
                     4.02         Liability Insurance.............................................................8
                     4.03         Insurance Requirements..........................................................9
                     4.04         Replacement Cost...............................................................10
                     4.05         Blanket Policy.................................................................10
                     4.06         No Separate Insurance..........................................................10
                     4.07         Waiver of Subrogation..........................................................10
                     4.08         Mortgages......................................................................11

ARTICLE V                         INDEMNITY; HAZARDOUS SUBSTANCES................................................11
                     5.01         Tenant's Indemnification.......................................................11
                     5.02         Hazardous Substances or Materials..............................................11
                     5.03         Limitation of Landlord's Liability.............................................12

ARTICLE VI                        USE AND ACCEPTANCE OF PREMISES.................................................13
                     6.01         Use of Leased Property.........................................................13
                     6.02         Acceptance of Leased Property..................................................13
                     6.03         Conditions of Use and Occupancy................................................13
                     6.04         Financial Statements and Other Information.....................................14
</TABLE>

                                       -i-

<PAGE>   3



<TABLE>
<S>                  <C>          <C>                                                                            <C>
ARTICLE VII                       REPAIRS, COMPLIANCE WITH LAWS, AND MECHANICS' LIENS............................14
                     7.01         Maintenance....................................................................14
                     7.02         Compliance with Laws...........................................................14
                     7.03         Required Alterations...........................................................15
                     7.04         Mechanics' Liens...............................................................15
                     7.05         Replacements of Fixtures.......................................................15

ARTICLE VIII                      ALTERATIONS AND SIGNS; TENANT'S PROPERTY; CAPITAL
                                  ADDITIONS TO THE LEASED PROPERTY...............................................16
                     8.01         Tenant's Right to Construct....................................................16
                     8.02         Scope of Right.................................................................16
                     8.03         Cooperation of Landlord........................................................17
                     8.04         Commencement of Construction...................................................17
                     8.05         Rights in Tenant Improvements..................................................18
                     8.06         Personal Property..............................................................18
                     8.07         Requirements for Personal Property.............................................18
                     8.08         Signs..........................................................................20
                     8.09         Financings of Capital Additions to a Leased Property...........................20

ARTICLE IX                        DEFAULTS AND REMEDIES..........................................................22
                     9.01         Events of Default..............................................................22
                     9.02         Remedies.......................................................................24
                     9.03         Right of Set-Off...............................................................26
                     9.04         Performance of Tenant's Covenants..............................................26
                     9.05         Late Charge....................................................................27
                     9.06         Litigation; Attorneys' Fees....................................................27
                     9.07         Remedies Cumulative............................................................27
                     9.08         Escrows and Application of Payments............................................27
                     9.09         Power of Attorney..............................................................27

ARTICLE X                         DAMAGE AND DESTRUCTION.........................................................28
                     10.01        General........................................................................28
                     10.02        Landlord's Inspection..........................................................29
                     10.03        Landlord's Costs...............................................................29
                     10.04        Rent Abatement.................................................................29
                     10.05        Substantial Damage During Lease Term...........................................30
                     10.06        Damage Near End of Term........................................................30

ARTICLE XI                        CONDEMNATION...................................................................30
                     11.01        Total Taking...................................................................30
                     11.02        Partial Taking.................................................................31
                     11.03        Restoration....................................................................31
                     11.04        Landlord's Inspection..........................................................31
                     11.05        Award Distribution.............................................................32
                     11.06        Temporary Taking...............................................................32
ARTICLE XII                       TENANT'S RIGHT OF FIRST REFUSAL................................................32
</TABLE>

                                      -ii-

<PAGE>   4



<TABLE>
<S>                  <C>          <C>                                                                            <C>
                     12.01        Rights of First Refusal........................................................32
                     12.02        Restriction on Exercise of Purchase Refusal Right..............................33

ARTICLE XIII                      ASSIGNMENT AND SUBLETTING; ATTORNMENT..........................................34
                     13.01        Prohibition Against Subletting and Assignment..................................34
                     13.02        Changes of Control.............................................................34
                     13.03        Operating/Service Agreements...................................................35
                     13.03.01     Permitted Agreements...........................................................35
                     13.03.02     Terms of Agreements............................................................35
                     13.03.03     Copies.........................................................................35
                     13.03.04     Assignment of Rights in Agreements.............................................35
                     13.03.05     Licenses, Etc..................................................................35
                     13.04        Assignment.....................................................................35
                     13.05        REIT Limitations...............................................................36
                     13.06        Attornment.....................................................................36

ARTICLE XIV                       ARBITRATION....................................................................36
                     14.01        Controversies..................................................................36
                     14.02        Appointment of Arbitrators.....................................................37
                     14.03        Arbitration Procedure..........................................................37
                     14.04        Expenses.......................................................................37
                     14.05        Enforcement of the Arbitration Award...........................................37

ARTICLE XV                        QUIET ENJOYMENT, SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES..............38
                     15.01        Quiet Enjoyment................................................................38
                     15.02        Landlord Mortgages; Subordination..............................................38
                     15.03        Attornment; Non-Disturbance....................................................38
                     15.04        Estoppel Certificates..........................................................39

ARTICLE XVI                       MISCELLANEOUS..................................................................39
                     16.01        Notices........................................................................39
                     16.02        Advertisement of Leased Property...............................................40
                     16.03        Landlord's Access..............................................................40
                     16.04        Entire Agreement...............................................................40
                     16.05        Severability...................................................................41
                     16.06        Captions and Headings..........................................................41
                     16.07        Governing Law..................................................................41
                     16.08        Memorandum of Lease............................................................41
                     16.09        Waiver.........................................................................41
                     16.10        Binding Effect.................................................................41
                     16.11        Authority......................................................................41
                     16.12        Transfer of Permits, Etc.......................................................41
</TABLE>

                                      -iii-

<PAGE>   5



<TABLE>
<S>                  <C>          <C>                                                                            <C>

                     16.13        Modification...................................................................42
                     16.14        Incorporation by Reference.....................................................42
                     16.15        No Merger......................................................................42
                     16.16        Laches.........................................................................42
                     16.17        Waiver of Jury Trial...........................................................42
                     16.18        Permitted Contests.............................................................43
                     16.19        Construction of Lease..........................................................43
                     16.20        Counterparts...................................................................43
                     16.21        Relationship of Landlord and Tenant............................................43
                     16.22        Landlord's Status as a REIT....................................................44
                     16.23        Sale of Real Estate Assets.....................................................44

ARTICLE XVII                      NONDISCLOSURE AND RELATED MATTERS..............................................44
                     17.01        Covenant Not to Disclose.......................................................44
                     17.02        Non-Interference Covenant......................................................44
                     17.03        Business Materials and Property Disclosure.....................................45
                     17.04        Breach by Landlord.............................................................45
</TABLE>
















                                      -iv-

<PAGE>   6



                            MASTER AGREEMENT TO LEASE


         This Master Agreement to Lease ("Agreement") dated as of the 18th day
of July, 1997 by and between CCA PRISON REALTY TRUST, a Maryland real estate
investment trust ("Landlord") and CORRECTIONS CORPORATION OF AMERICA, a
Tennessee corporation ("Tenant").

                                    RECITALS

         WHEREAS, Tenant (or one or more of Tenant's affiliates) has
concurrently conveyed to Landlord various properties upon which Tenant engages
in the business of the development and management of correctional and detention
facilities, which properties are listed on Schedule A attached hereto (the "Real
Estate Conveyance"), and Landlord and Tenant desire to provide for the lease by
Landlord back to the Tenant of such properties; and

         WHEREAS, Landlord may from time to time lease additional properties
that Landlord may acquire to Tenant; and

         WHEREAS, Landlord and Tenant desire that each of the properties listed
on Schedule A and each additional property that Landlord may lease to Tenant
shall be the subject of a separate and individual lease agreement describing
said property, the rent and various other terms of said lease (each such lease
agreement referred to individually as a "Lease," and the property that is the
subject of an individual Lease being referred to as "Leased Property"); and

         WHEREAS, Landlord and Tenant desire to set forth in this Agreement
certain terms and conditions applicable to all Leases of all Leased Properties,
except as any individual Lease with respect to a particular Leased Property may
otherwise provide;

         NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein and in each Lease, Landlord and
Tenant agree as follows:

                                    ARTICLE I

                  SEPARATE LEASE AGREEMENTS; PREMISES AND TERM

         1.01     Separate Lease Agreements. Landlord and Tenant are
concurrently entering into a separate Lease for each of the Leased Properties
referred to in Schedule A hereto, and may in the future enter into one or more
additional separate Leases for one or more additional Leased Properties. Except
as specifically set forth in a separate Lease, or any amendment, supplement,
schedule or exhibit thereto, all of the provisions of this Agreement shall be
deemed to be incorporated into and made a part of each such separate Lease made
between the Landlord as landlord (or Lessor) and the Tenant as tenant (or
Lessee) during the term of such separate Lease.



<PAGE>   7



         1.02     Leased Property. Except as set forth in an individual Lease
(including any schedule or exhibit thereto), the property that is the subject of
each Lease and that shall be considered as leased by the Landlord to the Tenant
thereunder shall consist of:

                  (a) The land described in the Lease, together with all rights,
         titles, appurtenant interests, covenants, licenses, privileges and
         benefits thereto belonging, and any easements, rights-of-way, rights of
         ingress or egress or other interests in, on, or to any land, highway,
         street, road or avenue, open or proposed, in, on, across, in front of,
         abutting or adjoining such real property including, without limitation,
         any strips and gores adjacent to or lying between such real property
         and any adjacent real property (the "Land");

                  (b) All buildings, improvements, structures and Fixtures now
         located or to be located or to be constructed on the Land, including,
         without limitation, landscaping, parking lots and structures, roads,
         drainage and all above ground and underground utility structures,
         equipment systems and other so-called "infrastructure" improvements
         (the "Improvements");

                  (c) All equipment, machinery, fixtures, and other items of
         real and/or personal property, including all components thereof,
         located in, on or used in connection with, and permanently affixed to
         or incorporated into, the Improvements, including, without limitation,
         all furnaces, boilers, heaters, electrical equipment, heating,
         plumbing, lighting, ventilating, refrigerating, incineration, air and
         water pollution control, waste disposal, air-cooling and
         air-conditioning systems and apparatus, sprinkler systems and fire and
         theft protection equipment, and similar systems, all of which, to the
         greatest extent permitted by law, are hereby deemed to constitute real
         estate, together with all replacements, modifications, alterations and
         additions thereto (collectively the "Fixtures");

                  (d) All furniture, equipment, inventory and other personal
         property identified on Schedule B attached hereto and incorporated
         herein by reference (the "Personal Property"). For purposes hereof, (i)
         Personal Property shall include all items of property which Tenant is
         obligated to install, place, use, maintain, repair and/or replace
         pursuant to the provisions of Sections 8.06 and 8.07 hereof however,
         such Personal Property is and shall remain the property of Tenant until
         the expiration or termination of this Lease, and (ii) Personal Property
         shall not include certain proprietary property of Tenant as set forth
         on Schedule C.

The Land, Improvements, Fixtures and Personal Property are hereinafter referred
to as the "Leased Property."

         SUBJECT, HOWEVER, to the easements, liens, encumbrances, restrictions,
agreements, and other title matters listed or specifically referred to in any
individual Lease ("Permitted Exceptions").

         1.03     Term. The term of each Lease shall be as set forth in the
individual Lease for a particular Leased Property.


                                       -2-

<PAGE>   8



         1.04     Holding Over. Should Tenant, without the express consent of
Landlord, continue to hold and occupy the Leased Property after the expiration
of the Term, such holding over beyond the Term and the acceptance or collection
of Rent by the Landlord shall operate and be construed as creating a tenancy
from month-to-month and not for any other term whatsoever. During any such
holdover period Tenant shall pay to Landlord for each month (or portion thereof)
Tenant remains in the Leased Property one hundred fifty percent (150%) of the
Base Rent in effect on the expiration date. Said month-to-month tenancy may be
terminated by Landlord by giving Tenant ten (10) days written notice, and at any
time thereafter Landlord may re-enter and take possession of the Leased
Property.

         1.05     Surrender. Except as a result of (i) Tenant Improvements and
Capital Additions (as such terms are defined in Section 8.01 hereof); (ii)
normal and reasonable wear and tear (subject to the obligation of Tenant to
maintain the Leased Property in good order and repair during the Term); and
(iii) casualty, taking or other damage and destruction not required to be
repaired by Tenant, Tenant shall surrender and deliver up the Leased Property,
including all Personal Property and replacements thereof required to be provided
by Tenant pursuant to the terms of Sections 8.06 and 8.07 hereof, at the
expiration or termination of the Term broom clean, free of all Tenant's personal
property (but not the Personal Property), and in as good order and condition as
of the Commencement Date.

                                   ARTICLE II

                                      RENT

         2.01     Base Rent. Unless otherwise provided in an individual Lease,
Tenant shall pay Landlord annual base rent for each Leased Property that is the
subject of a Lease without notice, demand, set-off or counterclaim in advance,
in lawful money of the United States of America in the amount specified therein
(the "Base Rent") for the Term in consecutive monthly installments payable in
advance on the Commencement Date of each Lease and thereafter on the first day
of each month during the Term, in accordance with the Base Rent Schedule set
forth in or attached to each individual Lease.

         2.02     Additional Rent. Beginning on the first day of the month
following the first anniversary date of each Lease, the Tenant shall pay
Landlord an amount (the "Additional Rent") each year equal to a percentage of
the prior year Total Rent (for the purposes hereof, Total Rent is Base Rent plus
Additional Rent) under such Lease, such percentage being the greater of (i) four
percent (4%) or (ii) the percentage which is twenty-five percent (25%) of the
percentage increase in gross management revenues realized by Tenant from its
operations at the applicable Leased Property for such prior year exclusive of
any such increase as is attributable to an expansion in the size or number of
beds in such Leased Property. The Additional Rent shall be payable monthly, in
advance, along with Base Rent, and otherwise in the manner as set forth in
Section 2.01 above. Tenant shall provide to Landlord, not later than thirty (30)
days following each anniversary date of each Lease, Tenant's statement,
certified by Tenant's chief financial officer, setting forth such percentage
increase

                                       -3-

<PAGE>   9



in gross management revenues realized by Tenant for the applicable Leased
Facility for the prior year.

         2.02.01  Other Additional Rent. In addition to Base Rent and Additional
Rent, Tenant shall pay all other amounts, liabilities, obligations and
Impositions (as hereinafter defined ) which Tenant assumes or agrees to pay
under this Agreement or any Lease and any fine, penalty, interest, charge and
cost which may be added for nonpayment or late payment of such items
(collectively the "Other Additional Rent").

         2.03     Place(s) of Payment of Rent; Direct Payment of Other
Additional Rent. The Base Rent, Additional Rent and Other Additional Rent are
hereinafter referred to as "Rent." Landlord shall have all legal, equitable and
contractual rights, powers and remedies provided either in this Agreement, in
any Lease or by statute or otherwise in the case of nonpayment of the Rent.
Tenant shall make all payments of Base Rent and Additional Rent at Landlord's
principal place of business or as Landlord may otherwise from time to time
direct in writing, and all payments of Other Additional Rent directly to the
person or persons to whom such amount is owing at the time and times when such
payments are due, and shall give to Landlord such evidence of such direct
payments as Landlord shall reasonably request.

         2.04     Net Lease. Each Lease shall be deemed and construed to be an
"absolute net lease" or "triple net lease," and Tenant shall pay all Rent,
Impositions, and other charges and expenses in connection with each Leased
Property throughout the Term, without abatement, deduction or set-off.

         2.05     No Termination, Abatement, Etc. Except as otherwise
specifically provided in this Agreement or a particular Lease, Tenant shall
remain bound by this Agreement or such Lease in accordance with its terms.
Except as otherwise specifically provided in the Agreement or a particular
Lease, Tenant shall not, without the prior written consent of Landlord, modify,
surrender or terminate the Agreement or such Lease, nor seek nor be entitled to
any abatement, deduction, deferment or reduction of Rent, or set-off against the
Rent. Except as specifically provided in this Agreement or a particular Lease,
the obligations of Landlord and Tenant shall not be affected by reason of (i)
the lawful or unlawful prohibition of, or restriction upon, Tenant's use of the
Leased Property, or any part thereof, the interference with such use by any
person, corporation, partnership or other entity, or by reason of eviction by
paramount title; (ii) any claim which Tenant has or might have against Landlord
or by reason of any default or breach of any warranty by Landlord under this
Agreement or a particular Lease or any other agreement between Landlord and
Tenant, or to which Landlord and Tenant are parties; (iii) any bankruptcy,
insolvency, reorganization, composition, readjustment, liquidation, dissolution,
winding up or other proceeding affecting Landlord or any assignee or transferee
of Landlord; or (iv) any other cause, whether similar or dissimilar to any of
the foregoing, other than a discharge of Tenant from any such obligations as a
matter of law. Except as otherwise specifically provided in this Agreement or a
particular Lease, and to the maximum extent permitted by law, Tenant hereby
specifically waives all rights, including but not limited to any rights under
any statute relating to rights of tenants in any state in which any Leased
Property is located, arising from any occurrence whatsoever, which may now or
hereafter be conferred upon it

                                       -4-

<PAGE>   10



by law (a) to modify, surrender or terminate any Lease or quit or surrender the
Leased Property or any portion thereof; or (b) entitling Tenant to any
abatement, reduction, suspension or deferment of the Rent or other sums payable
by Tenant hereunder. The obligations of Landlord and Tenant hereunder shall be
separate and agreements and the Rent and all other sums shall continue to be
payable in all events unless the obligations to pay the same shall be terminated
pursuant to the express provisions of this Agreement or a particular Lease or by
termination of this Agreement or a particular Lease other than by reason of an
Event of Default.

                                   ARTICLE III

                            IMPOSITIONS AND UTILITIES

         3.01     Payment of Impositions. Subject to the adjustments set forth
herein, Tenant shall pay, as Other Additional Rent, all Impositions (as
hereinafter defined) that may be levied or become a lien on the Leased Property
or any part thereof at any time (whether prior to or during the Term), without
regard to prior ownership of said Leased Property, before the same becomes
delinquent. Tenant shall furnish to Landlord on an annual basis copies of
official receipts or other satisfactory proof evidencing such payments. Tenant's
obligation to pay such Impositions shall be deemed absolutely fixed upon the
date such Impositions become a lien upon the Leased Property or any part
thereof. Tenant, at its expense, shall prepare and file all tax returns and
reports in respect of any Imposition as may be required by governmental
authorities, provided, Landlord shall be responsible for the preparation and
filing of any such tax returns or reports in respect of any real or personal
property owned by Landlord. Tenant shall be entitled to any refund due from any
taxing authority if no Event of Default (as hereinafter defined) shall have
occurred hereunder and be continuing. Landlord shall be entitled to any refund
from any taxing authority if an Event of Default has occurred and is continuing.
Any refunds retained by Landlord due to an Event of Default shall be applied as
provided in Section 9.08. Landlord and Tenant shall, upon request of the other,
provide such data as is maintained by the party to whom the request is made with
respect to the Leased Property as may be necessary to prepare any required
returns and reports. In the event governmental authorities classify any property
covered by this Lease as personal property, Landlord and Tenant shall file all
personal property tax returns in such jurisdictions where it may legally so file
with respect to their respective owned personal property. Landlord, to the
extent it possesses the same, and Tenant, to the extent it possess the same,
will provide the other party, upon request, with cost and depreciation records
necessary for filing returns for any property so classified as personal
property. Where Landlord is legally required to file personal property tax
returns, Tenant will be provided with copies of assessment notices indicating a
value in excess of the reported value in sufficient time for Tenant to file a
protest. Tenant may, upon notice to Landlord, at Tenant's option and at Tenant's
sole cost and expense, protest, appeal, or institute such other proceedings as
Tenant may deem appropriate to effect a reduction of real estate or personal
property assessments and Landlord, at Tenant's expense as aforesaid, shall fully
cooperate with Tenant in such protest, appeal, or other action. Tenant shall
provide Landlord copies of all materials filed or presented in connection with
any such proceeding. Tenant shall promptly reimburse Landlord for all personal
property taxes paid by Landlord upon receipt of billings accompanied by copies
of a bill therefor and payments thereof which identify the 

                                       -5-

<PAGE>   11



personal property with respect to which such payments are made. Impositions
imposed in respect to the tax-fiscal period during which the Term commences and
terminates shall be adjusted and prorated between Landlord and Tenant on a per
diem basis, with Tenant being obligated to pay its pro rata share from and
including the Commencement Date to and including the expiration or termination
date of the Term, whether or not such Imposition is imposed before or after such
commencement or termination, and Tenant's obligation to pay its prorated share
thereof shall survive such termination. Tenant shall also pay to Landlord a sum
equal to the amount which Landlord may be caused to pay of any privilege tax,
sales tax, gross receipts tax, rent tax, occupancy tax or like tax (excluding
any tax based on net income), hereinafter levied, assessed, or imposed by any
federal, state, county or municipal governmental authority, or any subdivision
thereof, upon or measured by rent or other consideration required to be paid by
Tenant under this Agreement.

         3.02     Definition of Impositions. "Impositions" means, collectively,
(i) taxes (including without limitation, all real estate and personal property
ad valorem (whether assessed as part of the real estate or separately assessed
as unsecured personal property, sales and use, business or occupation, single
business, gross receipts, transaction, privilege, rent or similar taxes, but not
including income or franchise or excise taxes payable with respect to Landlord's
receipt of Rent); (ii) assessments (including without limitation, all
assessments for public improvements or benefits, whether or not commenced or
completed prior to the date hereof and whether or not to be completed with in
the Term); (iii) ground rents, water, sewer or other rents and charges, excises,
tax levies, and fees (including without limitation, license, permit, inspection,
authorization and similar fees); (iv) to the extent they may become a lien on
the Leased Property all taxes imposed on Tenant's operations of the Leased
Property including without limitation, employee withholding taxes, income taxes
and intangible taxes; and (v) all other governmental charges, in each case
whether general or special, ordinary or extraordinary, or foreseen or unforseen,
of every character in respect of the Leased Property or any part thereof and/or
the Rent (including all interest and penalties thereon due to any failure in
payment by Tenant), which at any time prior to, during or in respect of the Term
hereof may be assessed or imposed on or in respect of or be a lien upon (a)
Landlord or Landlord's interest in the Leased Property or any part thereof; (b)
the Leased Property or any part thereof or any rent therefrom or any estate,
right, title or interest therein; or (c) any occupancy, operation, use or
possession of, or sales from, or activity conducted on, or in connection with
the Leased Property or the leasing or use of the Leased Property or any part
thereof. Tenant shall not, however, be required to pay (i) any tax based on net
income (whether denominated as a franchise or capital stock or other tax)
imposed on Landlord; or (ii) except as provided in Section 13.01, any tax
imposed with respect to the sale, exchange or other disposition by Landlord of
any Leased Property or the proceeds thereof; provided, however, that if any tax,
assessment, tax levy or charge which Tenant is obligated to pay pursuant to the
first sentence of this definition and which is in effect at any time during the
Term hereof is totally or partially repealed, and a tax, assessment, tax levy or
charge set forth in clause (i) or (ii) immediately above is levied, assessed or
imposed expressly in lieu thereof Tenant shall then pay such tax, levy, or
charge set forth in said clause (i) or (ii).

         3.03     Utilities. Tenant shall contract for, in its own name, and
will pay, as Other Additional Rent all taxes, assessments, charges/deposits, and
bills for utilities, including without limitation


                                       -6-

<PAGE>   12




charges for water, gas, oil, sanitary and storm sewer, electricity, telephone
service, trash collection, and all other utilities which may be charged against
the occupant of the Improvements during the Term. Tenant shall at all times
maintain that amount of heat necessary to ensure against the freezing of water
lines. Tenant hereby agrees to indemnify and hold Landlord harmless from and
against any liability or damages to the utility systems and the Leased Property
that may result from Tenant's failure to maintain sufficient heat in the
Improvements.

         3.04     Escrow of Impositions. In the event Tenant persistently fails
to timely pay Impositions with respect to any Leased Facility, then, upon thirty
(30) days written notice from Landlord to Tenant, Tenant shall thereafter
deposit with Landlord on the first day of each month during the remaining Term
hereof and any extended Term, a sum equal to one-twelfth (1/12th) of the
Impositions assessed against such Leased Property which sums shall be used by
Landlord toward payment of such Impositions. If, at the end of any applicable
tax year, any such funds held by Landlord are insufficient to make full payment
of taxes or other Impositions for which such funds are held, Tenant, on demand,
shall pay to Landlord any additional funds necessary to pay and discharge the
obligations of Tenant pursuant to the provisions of this section. If, however,
at the end of any applicable tax year, such funds held by Landlord are in excess
of the total payment required to satisfy taxes or other Impositions for which
such funds are held, Landlord shall apply such excess amounts to Tenant's tax
and Imposition escrow fund for the next tax year. If any such excess exists
following the expiration or earlier termination of any Lease, and subject to
Section 9.08 below, Landlord shall promptly refund such excess amounts to
Tenant. The receipt by Landlord of the payment of such Impositions by and from
Tenant shall only be as an accommodation to Tenant and the taxing authorities,
and shall not be construed as rent or income to Landlord, Landlord serving, if
at all, only as a conduit for delivery purposes. All such deposits by Tenant
shall be held in an interest-bearing account with one or more national banks
having total assets of not less than $1,000,000,000, with all interest thereon
accruing in favor of Tenant. In lieu of making escrow deposits as aforesaid,
Tenant may elect to provide Landlord with a letter of credit, or a payment bond,
in the face amount of one year's Impositions on the subject Leased Property,
issued by a national bank or reputable bonding or surety company, in all
respects reasonably acceptable to Landlord. Said letter of credit or payment
bond shall be drawable or callable, as the case may be, upon Tenant's failure to
timely pay any such Impositions, for the sole purpose of providing the funds
necessary to pay such Impositions, and shall otherwise be in form and substance
reasonably satisfactory to Landlord.

         For purposes hereof, "persistently fails to timely pay Impositions"
shall mean failure to timely pay any Imposition with respect to any Leased
Premises for any two (2) Lease Years in any five (5) Lease Year Period,
notwithstanding Tenant's subsequent payment of such Impositions.

         3.05     Discontinuance of Utilities. Landlord will not be liable for
damages to person or property or for injury to, or interruption of, business for
any discontinuance of utilities nor will such discontinuance in any way be
construed as an eviction of Tenant or cause an abatement of Rent or operate to
release Tenant from any of Tenant's obligations under this Lease.


                                       -7-

<PAGE>   13




                                   ARTICLE IV

                                    INSURANCE

         4.01     Property Insurance. Tenant shall, at Tenant's expense, keep
the Improvements, Fixtures, and other components of the Leased Property insured
against the following risks:

                  (a) Loss or damage by fire, vandalism and malicious mischief,
         sprinkler leakage and all other physical loss perils commonly covered
         by "All Risk" insurance in an amount not less than one hundred percent
         (100%) of the then full replacement cost thereof (as hereinafter
         defined). Such policy shall include an agreed amount endorsement if
         available at a reasonable cost. Such policy shall also include
         endorsements for contingent liability for operation of building laws,
         demolition costs, and increased cost of construction.

                  (b) Loss or damage by explosion of steam boilers, pressure
         vessels, or similar apparatus, now or hereafter installed on the Leased
         Property, in commercially reasonable amounts acceptable to Landlord.

                  (c) Loss of rent under a rental value or business interruption
         insurance policy covering risk of loss during the first six (6) months
         of reconstruction necessitated by the occurrence of any hazards
         described in Sections 4.01(a) or 4.01(b), above, and which causes an
         abatement of Rent as provided in Article X hereof, in an amount
         sufficient to prevent Landlord or Tenant from becoming a co-insurer,
         containing endorsements for extended period of indemnity and premium
         adjustment, and written with an agreed amount clause, if the insurance
         provided for in this clause (c) is available.

                  (d) If the Land is located in whole or in part within a
         designated flood plain area, loss or damage caused by flood in
         commercially reasonable amounts acceptable to Landlord.

                  (e) Loss or damage commonly covered by blanket crime insurance
         including employee dishonesty, loss of money orders or paper currency,
         depositor's forgery, and loss of property accepted by Tenant for
         safekeeping, in commercially reasonable amounts acceptable to Landlord.

                  (f) In connection with any repairs or rebuilding by Tenant
         under Article X hereof, Tenant shall maintain (or cause its contractor
         to maintain) appropriate builder's risk insurance covering any loss or
         casualty to the subject Improvements during the course of such repairs
         or rebuilding.

         4.02     Liability Insurance. Tenant shall, at Tenant's expense,
maintain liability insurance against the following:


                                       -8-

<PAGE>   14




                  (a) Claims for personal injury or property damage commonly
         covered by comprehensive general liability insurance with endorsements
         for blanket, contractual, personal injury, owner's protective
         liability, real property, fire damage, legal liability, broad form
         property damage, and extended bodily injury, with commercially
         reasonable amounts for bodily injury and property damage acceptable to
         Landlord, but with a combined single limit of not less than Five
         Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars
         ($10,000,000.00) in the aggregate. At Landlord's request, such
         $5,000,000.00 and $10,000,000.00 minimum requirements shall be
         increased by up to four percent (4%) per year.

                  (b) Claims commonly covered by worker's compensation insurance
         for all persons employed by Tenant on the Leased Property. Such
         worker's compensation insurance shall be in accordance with the
         requirements of all applicable local, state, and federal law.

         4.03     Insurance Requirements. The following provisions shall apply
to all insurance coverages required hereunder:

                  (a) The carriers of all policies shall have a Best's Rating of
         "A-" or better and a Best's Financial Category of XII or larger and
         shall be authorized to do insurance business in the state in which the
         Leased Property is located.

                  (b) Tenant shall be the "named insured" and Landlord and any
         mortgagee of Landlord shall be an "additional named insured" on each
         policy.

                  (c) Tenant shall deliver to Landlord certificates or policies
         showing the required coverages and endorsements. The policies of
         insurance shall provide that the policy may not be canceled or not
         renewed, and no material change or reduction in coverage may be made,
         without at least thirty (30) days' prior written notice to Landlord.

                  (d) The policies shall contain a severability of interest
         and/or cross-liability endorsement, provide that the acts or omissions
         of Tenant will not invalidate the Landlord's coverage, and provide that
         Landlord shall not be responsible for payment of premiums.

                  (e) All loss adjustment shall require the written consent of
         Landlord and Tenant, as their interests may appear.

                  (f) At least ten (10) days prior to the expiration of each
         policy, Tenant shall deliver to Landlord a certificate showing renewal
         of such policy and payment of the annual premium therefor.

         Landlord shall have the right to review the insurance coverages
required hereunder with Tenant from time to time, to obtain the input of third
party professional insurance advisors (at Landlord's expense) with respect to
such insurance coverages, and to consult with Tenant in Tenant's 


                                       -9-

<PAGE>   15




annual review and renewal of such insurance coverages. All insurance coverages
hereunder shall be in such form, substance and amounts as are customary or
standard in Tenant's industry.

         4.04     Replacement Cost. The term "full replacement cost" means the
actual replacement cost thereof from time to time including increased cost of
construction, with no reductions or deductions. Tenant shall, not later than
thirty (30) days after the anniversary of each policy of insurance, of the Term,
increase the amount of the replacement cost endorsement for the Improvements. If
Tenant makes any Permitted Alterations (as hereinafter defined) to the Leased
Property, Landlord may have such full replacement cost redetermined at any time
after such Permitted Alterations are made, regardless of when the full
replacement cost was last determined.

         4.05     Blanket Policy. Tenant may carry the insurance required by
this Article under a blanket policy of insurance, provided that the coverage
afforded Tenant will not be reduced or diminished or otherwise be different from
that which would exist under a separate policy meeting all of the requirements
of this Agreement.

         4.06     No Separate Insurance. Tenant shall not take out separate
insurance concurrent in form or contributing in the event of loss with that
required in this Article, or increase the amounts of any then existing insurance
by securing an additional policy or additional policies, unless all parties
having an insurable interest in the subject matter of the insurance, including
Landlord and any mortgagees, are included therein as additional named insureds
or loss payees, the loss is payable under said insurance in the same manner as
losses are payable under this Agreement, and such additional insurance is not
prohibited by the existing policies of insurance. Tenant shall immediately
notify Landlord of the taking out of such separate insurance or the increasing
of any of the amounts of the existing insurance by securing an additional policy
or additional policies. The term "mortgages" as used in this Agreement includes
Deeds of Trust and the term "mortgagees" includes trustees and beneficiaries
under a Deed of Trust.

         4.07     Waiver of Subrogation. Each party hereto hereby waives any and
every claim which arises or may arise in its favor and against the other party
hereto during the Term or any extension or renewal thereof, for any and all loss
of, or damage to, any of its property located within or upon, or constituting a
part of, the Leased Property, which loss or damage is covered by valid and
collectible insurance policies, to the extent that such loss or damage is
recoverable under such policies. Said mutual waiver shall be in addition to, and
not in limitation or derogation of, any other waiver or release contained in
this Lease with respect to any loss or damage to property of the parties hereto.
Inasmuch as the said waivers will preclude the assignment of any aforesaid claim
by way of subrogation (or otherwise) to an insurance company (or any other
person), each party hereto agrees immediately to give each insurance company
which has issued to it policies of insurance, written notice of the terms of
said mutual waivers, and to have such insurance policies properly endorsed,
if necessary, to prevent the invalidation of said insurance coverage by reason
of said waivers, so long as such endorsement is available at a reasonable cost.


                                      -10-

<PAGE>   16




         4.08     Mortgages. The following provisions shall apply if Landlord
now or hereafter places a mortgage on the Leased Property or any part thereof:
(i) Tenant shall obtain a standard form of mortgage clause insuring the interest
of the mortgagee; (ii) Tenant shall deliver evidence of insurance to such
mortgagee; (iii) loss adjustment shall require the consent of the mortgagee; and
(iv) Tenant shall obtain such other coverages and provide such other information
and documents as may be reasonably required by the mortgagee.

                                    ARTICLE V

                         INDEMNITY; HAZARDOUS SUBSTANCES

         5.01     Tenant's Indemnification. Subject to Section 4.07, Tenant
hereby agrees to indemnify and hold harmless Landlord, its agents, and employees
from and against any and all demands, claims, causes of action, fines,
penalties, damages (including consequential damages), losses, liabilities
(including strict liability), judgments, and expenses (including, without
limitation, attorneys' fees, court costs, and the costs set forth in Section
9.06) incurred in connection with or arising from: (i) the use, condition,
operation or occupancy of each Leased Property; (ii) any activity, work, or
thing done, or permitted or suffered by Tenant in or about the Leased Property;
(iii) any acts, omissions, or negligence of Tenant or any person claiming under
Tenant, or the contractors, agents, employees, invitees, or visitors of Tenant
or any such person; (iv) any claim of any person incarcerated in the Leased
Premises, including claims alleging breach or violation of such person's civil
or legal rights; (v) any breach, violation, or nonperformance by Tenant or any
person claiming under Tenant or the employees, agents, contractors, invitees, or
visitors of Tenant or of any such person, of any term, covenant, or provision of
this Agreement or any Lease or any law, ordinance, or governmental requirement
of any kind; (vi) any injury or damage to the person, property or business of
Tenant, its employees, agents, contractors, invitees, visitors, or any other
person entering upon the Leased Property under the express or implied invitation
of Tenant; and (vii) and any accident, injury to or death of persons or loss of
damage to any item of property occurring at the Leased Property. If any action
or proceeding is brought against Landlord, its employees, or agents by reason of
any such claim, Tenant, upon notice from Landlord, will defend the claim at
Tenant's expense with counsel reasonably satisfactory to Landlord. In the event
Landlord reasonably determines that its interests and the interests of Tenant in
any such action or proceeding are not substantially the same and that Tenant's
counsel cannot adequately represent the interests of Landlord therein, Landlord
shall have the right to hire separate counsel in any such action or proceeding
and the reasonable costs thereof shall be paid for by Tenant.

         5.02     Hazardous Substances or Materials. Tenant shall not, either
with or without negligence, injure, overload, deface, damage or otherwise harm
any Leased Property or any part or component thereof; commit any nuisance;
permit the emission of any hazardous agents or substances; allow the release or
other escape of any biologically or chemically active or other hazardous
substances or materials so as to impregnate, impair or in any manner affect,
even temporarily, any element or part of any Leased Property, or allow the
storage or use of such substances or materials in any manner not sanctioned by
law or by the highest standards prevailing


                                      -11-

<PAGE>   17




in the industry for the storage and use of such substances or materials; nor
shall Tenant bring onto any Leased Property any such materials or substances;
permit the occurrence of objectionable noise or odors; or make, allow or suffer
any waste whatsoever to any Leased Property. Landlord may inspect the Leased
Property from time to time, and Tenant will cooperate with such inspections.
Without limitation, "hazardous substances" for the purpose of this Section 5.02
shall include any substances regulated by any local, state or federal law
relating to environmental conditions and industrial hygiene, including, without
limitation, the Resource Conservation and Recovery Act of 1976 ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of
1986 ("SARA"), the Hazardous Materials Transportation Act, the Federal Water
Pollution Control Act, the Clean Air Act, the Clean Water Act, the Toxic
Substances Control Act, the Safe Drinking Water Act, and all similar federal,
state and local environmental statutes, ordinances and the regulations, orders,
or decrees now or hereafter promulgated thereunder. Notwithstanding the
foregoing, Tenant anticipates using, storing and disposing of certain hazardous
substances in connection with operation of correctional or detention facilities
which are not in violation of the foregoing laws. Such substances include, but
are not limited to the following: medical wastes, diesel fuel, maintenance and
janitorial supplies, and waste from reprographic activities. Upon request by
Landlord, Tenant shall submit to Landlord annual reports regarding Tenant's use,
storage, and disposal of any of the foregoing materials, said reports to include
information regarding continued hazardous materials inspections, personal
interviews, and federal, state and local agency listings. In addition, Tenant
shall execute affidavits, representations and the like from time to time at
Landlord's request concerning Tenant's best knowledge and belief regarding the
presence or absence of hazardous materials on the Leased Property. Other than
for circumstances involving Landlord's gross negligence or intentional
misconduct, Tenant shall indemnify and hold harmless Landlord from and against
all liabilities (including punitive damages), costs and expenses (including
reasonable attorneys' fees) imposed upon or asserted against the Landlord or the
Leased Property on account of, among other things, any applicable federal, state
or local law, ordinance, regulation, order, permit, decree or similar items
relating to hazardous substances, human health or the environment (collectively,
"Environmental Laws") (irrespective of whether there has occurred any violation
of any Environmental Law ), in respect of the Leased Property, including (a)
liability for response costs and for costs of removal and remedial action
incurred by the United States Government, any state or local governmental unit
to any other person or entity, or damages from injury to or destruction or loss
of natural resources, including the reasonable costs of assessing such injury,
destruction or loss, incurred pursuant to any Environmental Law, (b) liability
for costs and expenses of abatement, investigation, removal, remediation,
correction or clean-up, fines, damages, response costs or penalties which arise
from the provisions of any Environmental Law, (c) liability for personal injury
or property damage arising under any statutory or common-law tort theory,
including damages assessed for the maintenance of a public or private nuisance
or for carrying on of a dangerous activity or (d) by reason of a breach of an
environmental representation or warranty by Tenant.

         5.03     Limitation of Landlord's Liability. Landlord, its agents and
employees, will not be liable for any loss, injury, death, or damage (including
consequential damages) to persons, property, or Tenant's business occasioned by
theft, act of God, public enemy, injunction, riot, strike,


                                      -12-

<PAGE>   18




insurrection, war, court order, requisition, order of governmental body or
authority, fire, explosion, falling objects, steam, water, rain or snow, leak or
flow of water (including water from the elevator system), rain or snow from any
Leased Property or into any Leased Property or from the roof, street, subsurface
or from any other place, or by dampness or from the breakage, leakage,
obstruction, or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning, or lighting fixtures of the Leased Property, or from
construction, repair, or alteration of the Leased Property or from any acts or
omissions of any other occupant or visitor of the Leased Property, or from the
presence or release of any hazardous substance or material on or from the Leased
Property or from any other cause beyond Landlord's control.

                                   ARTICLE VI

                         USE AND ACCEPTANCE OF PREMISES

         6.01     Use of Leased Property. Tenant shall use and occupy each
Leased Property exclusively as a correctional or detention facility or other
purpose for which the Leased Property is being used at the Commencement Date of
the Term, and for no other purpose without the prior written consent of the
Landlord. Tenant shall obtain and maintain all approvals, licenses, and consents
needed to use and operate each Leased Property for such purposes. Tenant shall
promptly deliver to Landlord complete copies of surveys, examinations,
certification and licensure inspections, compliance certificates, and other
similar reports issued to Tenant by any governmental agency.

         6.02     Acceptance of Leased Property. Except as otherwise
specifically provided in this Agreement or in any individual Lease, Tenant
acknowledges that (i) Tenant and its agents have had an opportunity to inspect
the Leased Property; (ii) Tenant has found the Leased Property fit for Tenant's
use; (iii) delivery of the Leased Property to Tenant is in an "as-is" condition;
(iv) Landlord is not obligated to make any improvements or repairs to the Leased
Property; and (v) the roof, walls, foundation, heating, ventilating, air
conditioning, telephone, sewer, electrical, mechanical, utility, plumbing, and
other portions of the Leased Property are in good working order. Tenant waives
any claim or action against Landlord with respect to the condition of the Leased
Property. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN
RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR
USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO
QUALITY OR THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING
AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT.

         6.03     Conditions of Use and Occupancy. Tenant agrees that during the
Term it shall use and keep the Leased Property in a careful, safe and proper
manner; not commit or suffer waste thereon; not use or occupy the Leased
Property for any unlawful purposes; not use or occupy the Leased Property or
permit the same to be used or occupied, for any purpose or business deemed extra
hazardous on account of fire or otherwise; keep the Leased Property in such
repair and condition as may be required by the local board of health, or other
city, state or federal authorities, free of all cost


                                      -13-

<PAGE>   19




to Landlord; not permit any acts to be done which will cause the cancellation,
invalidation, or suspension of any insurance policy; and permit Landlord and its
agents to enter upon the Leased Property at all reasonable times after notice to
Tenant to examine the condition thereof.

         6.04     Financial Statements and Other Information. Within ten (10)
days following Tenant's filing of quarterly and annual reports with the
Securities and Exchange Commission, Tenant shall deliver to Landlord copies of
such reports. Tenant shall provide Landlord at the same time Tenant provides
copies of its quarterly and annual reports as aforesaid (or more often as may be
reasonably requested by Landlord in writing), the following additional financial
information for each calendar quarter hereafter, with respect to each Leased
Property: gross revenues, average occupancy rates and total cash flow (i.e.,
operating income plus depreciation and amortization plus Base Rent plus
Additional Rent hereunder). Tenant shall also deliver to Landlord such
additional financial information as Landlord may reasonably request, provided
the same is of a type normally maintained by Tenant or can be obtained without
undue cost or burden on Tenant's personnel and does not constitute information
which Tenant reasonably determines to be proprietary or confidential.
Additionally, upon Landlord's request, Tenant shall provide Landlord with copies
of Tenant's annual capital expenditure budgets for each Leased Property and any
reports generated by Tenant regarding maintenance and repairs of the Leased
Property.

                                   ARTICLE VII

               REPAIRS, COMPLIANCE WITH LAWS, AND MECHANICS' LIENS

         7.01     Maintenance. Tenant shall maintain each Leased Property in
good order, repair and appearance, and repair each Leased Property, including
without limitation, all interior and exterior, structural and nonstructural
repairs and replacements to the roof, foundations, exterior walls, building
systems, HVAC systems, parking areas, sidewalks, water, sewer and gas
connections, pipes, and mains. Tenant shall pay as Other Additional Rent the
full cost of maintenance, repairs, and replacements. Tenant shall maintain all
drives, sidewalks, parking areas, and lawns on or about the Leased Property in a
clean and orderly condition, free of accumulations of dirt, rubbish, snow and
ice. Tenant shall permit Landlord to inspect the Leased Property at all
reasonable times, and shall implement all reasonable suggestions of the Landlord
as to the maintenance and replacement of the Leased Property.

         7.02     Compliance with Laws. Tenant shall comply with all laws,
ordinances, orders, rules, regulations, and other governmental requirements
relating to the use, condition, or occupancy of each Leased Property, whether
now or hereafter enacted and in force including without limitation, (i)
licensure requirements for operation as a correctional or detention facility,
(ii) requirements of any board of casualty insurance underwriters or insurance
service office for any other similar body having jurisdiction over the Leased
Property, and (iii) all zoning and building codes and Environmental Laws. At
Landlord's request, from time to time, Tenant shall deliver to Landlord copies
of certificates or permits evidencing compliance with such laws, including
without limitation, copies of the correctional or detention facility licenses,
certificates of occupancy and building


                                      -14-

<PAGE>   20




permits. Tenant shall provide Landlord with copies of any notice from any
governmental authority alleging any non-compliance by Tenant or any Leased
Facility with any of the foregoing requirements and such evidence as Landlord
may reasonably require of Tenant's remediation thereof. Tenant hereby agrees to
defend, indemnify and hold Landlord harmless from and against any loss,
liability (including strict liability), claim, damage (including consequential
damages), cost and expense (including attorneys' fees) resulting from any
failure by Tenant to comply with any laws, ordinances, rules, regulations, and
other governmental requirements.

         7.03     Required Alterations. Tenant shall, at Tenant's sole cost and
expense, make any additions, changes, improvements or alterations to each Leased
Property, including structural alterations, which may be required by any
governmental authorities, including those required to continue licensure
requirements as a correctional or detention facility, whether such changes are
required by Tenant's use, changes in the law, ordinances, or governmental
regulations, defects existing as of the date of this Lease, or any other cause
whatsoever. Tenant shall provide prior written notice to Landlord of any changes
to each Leased Property pursuant to this Section 7.03 which involve changes to
the structural integrity of such Leased Property or materially affect the
operational capabilities or rated capacity of the Leased Facility. All such
additions, changes, improvements or alterations shall be deemed to be a Tenant
Improvement and shall comply with all laws requiring such alterations and with
the provisions of Section 8.01.

         7.04     Mechanics' Liens. Tenant shall have no authority to permit or
create a lien against Landlord's interest in the Leased Property, and Tenant
shall post notices or file such documents as may be required to protect
Landlord's interest in the Leased property against liens. Tenant hereby agrees
to defend, indemnify, and hold Landlord harmless from and against any mechanics'
liens against the Leased Property by reason of work, labor services or materials
supplied or claimed to have been supplied on or to the Leased Property. Tenant
shall immediately remove, bond-off, or otherwise obtain the release of any
mechanics' lien filed against the Leased Property. Tenant shall pay all expenses
in connection therewith, including without limitation, damages, interest, court
costs and reasonable attorneys' fees.

         7.05     Replacements of Fixtures. Tenant shall not remove Fixtures
from any Leased Property except to replace the Fixtures by other similar items
of equal quality and value. Items being replaced by Tenant may be removed and
shall become the property of Tenant and items replacing the same shall be and
remain the property of the Landlord. Tenant shall execute, upon written request
from Landlord, any and all documents necessary to evidence Landlord's ownership
of the Fixtures and replacements therefor. Tenant may finance replacements for
the Fixtures by equipment lease or by a security agreement and financing
statement; provided, however, that for any item of Fixtures or Personal Property
having a cost greater than or equal to Twenty Thousand Dollars ($20,000.00),
Tenant may not finance replacements by security agreement or equipment lease
unless (i) Landlord has consented to the terms and conditions of the equipment
lease or security agreement; (ii) the equipment lessor or lender has entered
into a nondisturbance agreement with the Landlord upon terms and conditions
acceptable to Landlord, including without limitation, the following: (a)
Landlord shall have the right (but not the obligation) to assume such security
agreement or


                                      -15-

<PAGE>   21




equipment lease upon the occurrence of an Event of Default by Tenant under any
Lease; (b) the equipment lessor or lender shall notify Landlord of any default
by Tenant under the equipment lease or security agreement and give Landlord a
reasonable opportunity to cure such default; and (c) Landlord shall have the
right to assign its rights under the equipment lease, security agreement, or
nondisturbance agreement; and (iii) Tenant shall, within thirty (30) days after
receipt of an invoice from Landlord, reimburse Landlord for all costs and
expenses incurred in reviewing and approving the equipment lease, security
agreement, and nondisturbance agreement, including without limitation,
reasonable attorneys' fees and costs.

                                  ARTICLE VIII

                    ALTERATIONS AND SIGNS; TENANT'S PROPERTY;
                    CAPITAL ADDITIONS TO THE LEASED PROPERTY

         8.01     Tenant's Right to Construct. During the Term of this
Agreement, so long as no Event of Default shall have occurred and be continuing
as to the Leased Property that is the subject of such improvements, Tenant may
make Capital Additions (as defined herein), or other alterations, additions,
changes and/or improvements to any Leased Property as deemed necessary or useful
to operate the Leased Property as a correction or detention facility (the
"Primary Intended Use") (individually, a "Tenant Improvement," or collectively,
"Tenant Improvements") with the prior written consent of the Landlord, which
will not be unreasonably withheld or delayed. "Capital Additions" shall mean the
construction of one or more new buildings or one or more additional structures
annexed to any portion of any of the Improvements on a particular Leased
Property, which are constructed on any parcel of land or portion of the Land of
a particular Leased Property during the Term of any individual Lease, including
the construction of a new floor, or the repair, replacement, restoration,
remodeling or rebuilding of the Improvements or any portion thereof on any
Leased Property which are not normal, ordinary or recurring to maintain the
Leased Property. Except as otherwise agreed to by Landlord in writing, any such
Tenant Improvement shall be made at Tenant's sole expense and shall become the
property of Landlord upon termination of this Lease. Unless made on an emergency
basis to prevent injury to person or property, Tenant will submit plans to
Landlord for Landlord's prior approval, such approval not to be unreasonably
withheld or delayed, for any Tenant Improvement which is not a Capital Addition
and which has a cost of more than $500,000 or a cost which, when aggregated with
the costs of all such Tenant Improvements for any individual Leased Facility in
the same Lease Year, would cause the total costs of all such Tenant Improvements
to exceed $1,000,000. Such $500,000 and $1,000,000 amounts shall be increased by
four percent (4%) per annum, cumulatively for each subsequent Lease Year.
Additionally, in connection with any Tenant Improvement, including any Capital
Addition, Tenant shall provide Landlord with copies of any plans and
specification therefor, Tenant's budget relating thereto, any required
government permits or approvals, any construction contracts or agreements
relating thereto, and any other information relating to such Tenant Improvement
as Landlord shall reasonably request.

         8.02     Scope of Right. Subject to Section 8.01 herein and Section
7.03 concerning required alterations, at Tenant's cost and expense, Tenant shall
have the right to:

                                      -16-

<PAGE>   22




                  (a) seek any governmental approvals, including building
         permits, licenses, conditional use permits and any certificates of need
         that Tenant requires to construct any Tenant Improvement;

                  (b) erect upon the Leased Property such Tenant Improvements as
         Tenant deems desirable;

                  (c) make additions, alterations, changes and improvements in
         any Tenant Improvement so erected; and

                  (d) engage in any other lawful activities that Tenant
         determines are necessary or desirable for the development of the Leased
         Property in accordance with its Primary Intended Use;

provided, however, Tenant shall not make any Tenant Improvement which would, in
Landlord's reasonable judgment, impair the value or Primary Intended Use of any
Leased Property without Landlord's prior written consent and provided, further
that Tenant shall not be permitted to create a mortgage, lien or any other
encumbrance on any individual Leased Property without Landlord's prior written
consent.

         8.03     Cooperation of Landlord. Landlord shall cooperate with Tenant
and take such actions, including the execution and delivery to Tenant of any
applications or other documents, reasonably requested by Tenant in order to
obtain any governmental approvals sought by Tenant to construct any Tenant
Improvement within ten (10) business days following the later of (a) the date
Landlord receives Tenant's request, or (b) the date of delivery of any such
application or document to Landlord, so long as the taking of such action,
including the execution of said applications or documents, shall be without cost
to Landlord (or if there is a cost to Landlord, such cost shall be reimbursed by
Tenant), and will not cause Landlord to be in violation of any law, ordinance or
regulation.

         8.04     Commencement of Construction. Tenant agrees that:

                  (a) Tenant shall diligently seek all governmental approvals
         relating to the construction of any Tenant Improvement;

                  (b) Once Tenant begins the construction of any Tenant
         Improvement, Tenant shall diligently prosecute any such construction to
         completion in accordance with applicable insurance requirements and the
         laws, rules and regulations of all governmental bodies or agencies
         having jurisdiction over the Leased Property;

                  (c) Landlord shall have the right at any time and from time to
         time to post and maintain upon the Leased Property such notices as may
         be necessary to protect Landlord's interest from mechanics' liens,
         materialmen's liens or liens of a similar nature;


                                      -17-

<PAGE>   23




                  (d) Tenant shall not suffer or permit any mechanics' liens or
         any other claims or demands arising from the work of construction of
         any Tenant Improvement to be enforced against the Leased Property or
         any part thereof, and Tenant agrees to hold Landlord and said Leased
         Property free and harmless from all liability from any such liens,
         claims or demands, together with all costs and expenses in connection
         therewith;

                  (e) All work shall be performed in a good and workmanlike
         manner consistent with standards in the industry; and

                  (f) Subject to Section 8.09 in the case of Capital Additions,
         Tenant shall not secure any construction or other financing for the
         Tenant Improvements which is secured by a portion of the Leased
         Property without Landlord's prior written consent, and any such
         financing (i) shall not exceed the cost of the Tenant Improvements,
         (ii) shall be subordinate to any mortgage or encumbrance now existing
         or hereinafter created with respect to the Leased Property, and (iii)
         shall be limited solely to Tenant's interest in the Leased Property
         that is the subject of the improvements.

         8.05     Rights in Tenant Improvements. Notwithstanding anything to the
contrary in this Lease, all Tenant Improvements constructed pursuant to Section
8.01, any and all subsequent additions thereto and alterations and replacements
thereof, shall be the sole and absolute property of Tenant during the Term of
the particular Lease. Upon the expiration or early termination of any Lease, all
such Tenant Improvements shall become the property of Landlord. Without limiting
the generality of the foregoing, Tenant shall be entitled to all federal and
state income tax benefits associated with any Tenant Improvement during the Term
of this Agreement.

         8.06     Personal Property. Tenant shall install, place, and use on the
Leased Property such fixtures, furniture, equipment, inventory and other
personal property in addition to the Fixtures as may be required or as Tenant
may, from time to time, deem necessary or useful to operate the Leased Property
as a correctional or detention facility.

         8.07     Requirements for Personal Property. Tenant shall comply with
all of the following requirements in connection with Personal Property:

                  (a) With respect to each Leased Property, Tenant shall notify
         Landlord within one hundred twenty (120) days after each Lease Year of
         any additions, substitutions, or replacements of an item of Personal
         Property at such Leased Property which individually has a cost of more
         than $25,000.00 and shall furnish Landlord with such other information
         as Landlord may reasonably request from time to time.

                  (b) The Personal Property shall be installed in a good and
         workmanlike manner, in compliance with all governmental laws,
         ordinances, rules, and regulations and all insurance requirements, and
         be installed free and clear of any mechanics' liens.


                                      -18-

<PAGE>   24




                  (c) Tenant shall, at Tenant's sole cost and expense, maintain,
         repair, and replace the Personal Property.

                  (d) Tenant shall, at Tenant's sole cost and expense, keep
         Personal Property insured against loss or damage by fire, vandalism and
         malicious mischief, sprinkler leakage, and other physical loss perils
         commonly covered by fire and extended coverage, boiler and machinery,
         and difference in conditions insurance in an amount not less than
         ninety percent (90%) of the then full replacement cost thereof. Tenant
         shall use the proceeds from any such policy for the repair and
         replacement of Personal Property. The insurance shall meet the
         requirements of Section 4.03.

                  (e) Tenant shall pay all taxes applicable to Personal
         Property.

                  (f) If Personal Property is damaged or destroyed by fire or
         any other case, Tenant shall promptly repair or replace Personal
         Property unless Tenant is entitled to and elects to terminate the Lease
         pursuant to Section 10.05.

                  (g) Unless an Event of Default (or any event which, with the
         giving of notice of lapse of time, or both, would constitute an Event
         of Default) has occurred and remains uncured beyond any applicable
         grace period, Tenant may remove Personal Property from the Leased
         Property from time to time provided that (i) the items removed are not
         required to operate the Leased Property as a licensed correctional or
         detention facility (unless such items are being replaced by Tenant);
         and (ii) Tenant repairs any damage to the Leased Property resulting
         from the removal of Personal Property.

                  (h) Tenant shall remove any of Tenant's personal property
         which does not constitute Personal Property hereunder, upon the
         termination or expiration of the Lease and shall repair any damage to
         the Leased Property resulting from the removal of Tenant's personal
         property. If Tenant fails to remove Tenant's personal property within
         ninety (90) days after the termination or expiration of the Lease, then
         Tenant shall be deemed to have abandoned Tenant's personal property,
         Tenant's personal property shall become the property of Landlord, and
         Landlord may remove, store and dispose of Tenant's personal property.
         In such event, Tenant shall have no claim or right against Landlord for
         such property or the value thereof regardless of the disposition
         thereof by Landlord. Tenant shall pay Landlord, upon demand, all
         expenses incurred by Landlord in removing, storing, and disposing of
         Tenant's personal property and repairing any damage caused by such
         removal. Tenant's obligations hereunder shall survive the termination
         or expiration of the Lease. Notwithstanding the foregoing, it is
         understood and agreed that all property constituting Personal Property
         hereunder shall be and/or become the sole and exclusive property of
         Landlord upon the expiration or termination of the Lease.

                  (i) Tenant shall perform its obligations under any equipment
         lease or security agreement for Personal Property.


                                      -19-

<PAGE>   25




         8.08     Signs. Tenant may, at its own expense, erect and maintain
identification signs at the Leased Property, provided such signs comply with all
laws, ordinances, and regulations. Upon the occurrence of an Event of Default or
the termination or expiration of a Lease, Tenant shall, within thirty (30) days
after notice from Landlord, remove the signs and restore the applicable Leased
Property to its original condition.

         8.09     Financings of Capital Additions to a Leased Property.

                  (a)      Landlord may, but shall be under no obligation to,
         provide or arrange construction, permanent or other financing for a
         Capital Addition proposed to be made to any Leased Property by Tenant.
         Within thirty (30) days of receipt of such a request by Tenant,
         Landlord shall notify Tenant as to whether it will finance the proposed
         Capital Addition and, if so, the terms and conditions upon which it
         would do so, including the terms of any amendment to an individual
         Lease or a new lease agreement for such proposed Capital Addition.

                  (b)      If Landlord agrees to finance the proposed Capital
         Addition of Tenant, Tenant shall provide Landlord with the following:

                           (i)      all customary or other required loan
                  documentation which may be required;

                           (ii)     any information, certificates, licenses,
                  permits or documents requested by either Landlord or any
                  lender with whom Landlord has agreed or may agree to provide
                  financing which are necessary to confirm that Tenant will be
                  able to use the Capital Addition upon completion thereof in
                  accordance with the Primary Intended Use (as defined in
                  Section 8.01), including all required, federal, state or local
                  government licenses and approvals;

                           (iii)    a certificate from Tenant's architect,
                  setting forth in reasonable detail the projected (or actual,
                  if available) cost of the proposed Capital Addition;

                           (iv)     an amendment to this Lease, or a new lease
                  agreement, duly executed and acknowledged, in form and
                  substance satisfactory to Landlord and Tenant, and containing
                  such provisions as may be necessary or appropriate, including
                  without limitation, any appropriate changes in the legal
                  description of the Land, the Rent, and other changes with
                  respect to the Capital Addition;

                           (v)      a deed conveying title to Landlord to any
                  land acquired for the purpose of constructing the Capital
                  Addition, free and clear of any liens or encumbrances except
                  those approved by Landlord and, both prior to and following
                  completion of the Capital Addition, an as-built survey thereof
                  satisfactory to Landlord;

                                      -20-

<PAGE>   26




                           (vi)     endorsements to any outstanding policy of
                  title insurance covering the Leased Property or a supplemental
                  policy of title insurance covering the Leased Property
                  satisfactory in form and substance to Landlord (a) updating
                  the same without any additional exceptions, except as may be
                  permitted by Landlord; and (b) increasing the coverage thereof
                  by an amount equal to the fair market value of the Capital
                  Addition;

                           (vii)    if required by Landlord, (a) an owner's
                  policy of title insurance insuring fee simple title to any
                  land conveyed to Landlord pursuant to subparagraph (v), free
                  and clear of all liens and encumbrances except those approved
                  by Landlord and (b) a lender's policy of title insurance
                  satisfactory in form and substance to Landlord and any lending
                  institution advancing a portion of the cost of the Capital
                  Addition;

                           (viii)   if required by Landlord, upon completion of
                  the Capital Addition, an M.A.I. appraisal of the Leased
                  Property indicating that the value of the Leased Property upon
                  completion of the Capital Addition exceeds the fair market
                  value of the Leased Property prior thereto by an amount not
                  less than ninety-five percent (95%) of the cost of such
                  Capital Addition; and

                           (ix)     such other certificates (including, but not
                  limited to, endorsements, increasing the insurance coverage,
                  if any, at the time required), documents, opinions of counsel,
                  appraisals, surveys, certified copies of duly adopted
                  resolutions of the board of directors of Tenant authorizing
                  the execution and delivery of any amendment to an individual
                  Lease or new lease agreement and any other instruments as may
                  be reasonably required by Landlord and any lending institution
                  advancing any portion of the cost of the Capital Addition.

                  (c)      Upon making a request to finance a Capital Addition,
         whether or not such financing is actually consummated, Tenant shall pay
         or agree to pay, upon demand, all reasonable costs and expenses of
         Landlord and any lending institution which has committed to finance
         such Capital Addition which have been paid or incurred by them in
         connection with the financing of the Capital Addition, including, but
         not limited to, (i) the fees and expenses of their respective counsel,
         (ii) all printing expenses, (iii) the amount of any filing,
         registration and recording taxes and fees, (iv) documentary stamp
         taxes, if any, (v) title insurance charges, appraisal fees, if any,
         rating agency fees, if any, (vi) commitment fees, if any, and (vii)
         costs of obtaining regulatory and governmental approvals for the
         construction, operation, use or occupancy of the Capital Addition.

                  (d)      (i) If Landlord and Tenant are unable to agree on the
         terms of the financing of a Capital Addition by Landlord, Tenant may
         undertake the cost of any such Capital Addition and seek construction,
         permanent or other financing from other sources.

                                      -21-

<PAGE>   27




                           (ii) In the event Tenant shall construct any Capital
         Addition and shall have obtained construction, permanent or other
         financing in connection therewith from sources other than Landlord, as
         set forth in the foregoing Section 8.09(d)(i), Landlord shall have the
         option to acquire such Capital Addition for a period of three (3) years
         following the date Tenant first receives inmates in such Capital
         Addition ("Service Commencement Date"). The price at which Landlord may
         acquire such Capital Addition shall be the fair market value of the
         Capital Addition, as reasonably and mutually determined by Landlord and
         Tenant, provided, Landlord and Tenant agree that for the first two (2)
         years following the Service Commencement Date the fair market value of
         such Capital Addition shall be deemed to be equal to Tenant's actual
         costs and expenses to acquire, develop, design, construct and equip
         such Capital Addition ("Tenant's Cost"), as reflected on the books of
         Tenant, plus five percent (5%) of Tenant's Cost. Landlord's exercise of
         such option shall require Landlord to acquire such Capital Addition on
         such terms and conditions as Landlord and Tenant shall reasonably
         agree, which shall be generally consistent with the terms and
         conditions of Landlord's initial acquisition of the related Leased
         Property from Tenant. Upon such acquisition, Landlord shall lease such
         Capital Addition to Tenant on the terms and conditions set forth
         herein, and Landlord and Tenant shall execute a new Lease, or an
         amendment to the existing Lease, with respect thereto. In such case,
         for acquisitions of Capital Additions within five (5) years of the date
         hereof, the annual Base Rent shall be the greater of (i) the fair
         market rental value of the Capital Addition, as reasonably and mutually
         determined by Landlord and Tenant and (ii) eleven percent (11%) of the
         purchase price of such Capital Addition. For Capital Additions
         thereafter, the Base Rent shall be the fair market rental value of the
         Capital Addition, as reasonably and mutually determined by Landlord and
         Tenant. Regardless of whether the foregoing option is exercised, all
         Capital Additions shall become the property of Landlord upon the
         expiration or termination of this Lease.

                                   ARTICLE IX

                              DEFAULTS AND REMEDIES

         9.01     Events of Default. The occurrence of any one or more of the
following shall be an event of default ("Event of Default") hereunder:

                  (a) Tenant fails to pay in full any installment of Rent, or
         any other monetary obligation payable by Tenant to Landlord under a
         Lease, within fifteen (15) days after notice of nonpayment from
         Landlord;

                  (b) Tenant fails to observe and perform any other covenant,
         condition or agreement under this Agreement or a Lease to be performed
         by Tenant (except those described in Section 9.01(a) of this Agreement)
         and such failure continues for a period of thirty (30) days after
         written notice thereof is given to Tenant by Landlord; or if, by reason
         of the nature of such default, the same cannot with due diligence be
         remedied within said thirty (30) days, such failure will not be deemed
         to continue if Tenant proceeds promptly and


                                      -22-

<PAGE>   28




         with due diligence to remedy the failure and diligently completes the
         remedy thereof; provided, however, said cure period will not extend
         beyond thirty (30) days if the facts or circumstances giving rise to
         the default are creating a further harm to Landlord or the Leased
         Property and Landlord makes a good faith determination that Tenant is
         not undertaking remedial steps that Landlord would cause to be taken if
         such Lease were then to terminate;

                  (c) If Tenant: (a) admits in writing its inability to pay its
         debts generally as they become due, (b) files a petition in bankruptcy
         or a petition to take advantage of any insolvency act, (c) makes an
         assignment for the benefit of its creditors, (d) is unable to pay its
         debts as they mature, (e) consents to the appointment of a receiver of
         itself or of the whole or any substantial part of its property, or (f)
         files a petition or answer seeking reorganization or arrangement under
         the federal bankruptcy laws or any other applicable law or statute of
         the United States of America or any state thereof;

                  (d) If Tenant, on a petition in bankruptcy filed against it,
         is adjudicated as bankrupt or a court of competent jurisdiction enters
         an order or decree appointing, without the consent of Tenant, a
         receiver of Tenant of the whole or substantially all of its property,
         or approving a petition filed against it seeking reorganization or
         arrangement of Tenant under the federal bankruptcy laws or any other
         applicable law or statute of the United States of America or any state
         thereof, and such judgment, order or decree is not vacated or set aside
         or stayed within ninety (90) days from the date of the entry thereof;

                  (e) If the estate or interest of Tenant in any Leased Property
         or any part thereof is levied upon or attached in any proceeding and
         the same is not vacated or discharged within the later of ninety (90)
         days after commencement thereof or thirty (30) days after receipt by
         Tenant of notice thereof from Landlord (unless Tenant is contesting
         such lien or attachment in accordance with this Agreement);

                  (f) Any representation or warranty made by Tenant in the
         Agreement or any Lease or in any certificate, demand or request made
         pursuant to any Lease proves to be incorrect, in any material respect
         and any adverse effect on Landlord of any such misrepresentation or
         breach of warranty has not been corrected to Landlord's satisfaction
         within thirty (30) days after Tenant becomes aware of, or is notified
         by the Landlord of the fact of, such misrepresentation or breach of
         warranty;

                  (g) A default by Tenant in any payment of principal or
         interest on any obligations for borrowed money having a principal
         balance of Twenty-Five Million Dollars ($25,000,000) or more in the
         aggregate (excluding obligations which are limited in recourse to
         specific property of Tenant provided that such property is not a
         substantial portion of the assets of Tenant and excluding any debt
         which is denominated as "subordinated debt"), or in the performance of
         any other provision contained in any instrument under which any such
         obligation is created or secured (including the breach of any covenant
         thereunder), if an

                                      -23-

<PAGE>   29




         effect of such default is that the holder(s) of such obligation cause
         such obligation to become due prior to its stated maturity; or

                  (h) A final, non-appealable judgment or judgments for the
         payment of money in excess of Ten Million Dollars ($10,000,000) in the
         aggregate not fully covered (excluding deductibles) by insurance is
         rendered against Tenant and the same remains undischarged, unvacated,
         unbonded or unstayed for a period of one hundred twenty (120)
         consecutive days.

         Notwithstanding the foregoing, an Event of Default under the foregoing
subsections (a), (c), (d), (g) and (h) shall constitute an Event of Default
under all of the Leases and an Event of Default under the foregoing subsections
(b), (e) and (f) shall constitute an Event of Default only with respect to the
specific Lease and Leased Property to which such Event of Default applies.
Provided, with respect to the Events of Default under the foregoing subsections
(b), (e) and (f), if such Events of Default shall at any time be applicable to
Leased Properties for which the monthly Base Rent constitutes, in the aggregate,
greater than twenty-five percent (25%) of the monthly Base Rent for all of the
Leased Properties, then such Events of Default shall constitute Events of
Default under all of the Leases.

         9.02     Remedies. To the extent any Event of Default is applicable
only to a specific Lease or Leases, or a specific Leased Property or Leased
Properties (in accordance with Section 9.01 above), the remedies set forth
herein shall be exercisable solely with respect to such Lease or Leases, or
Leased Property or Leased Properties, and shall not be exercisable with respect
to any other Leases or Leased Property. To the extent any Event of Default
constitutes an Event of Default under all of the Leases (in accordance with
Section 9.01 above), the remedies set forth herein shall be exercisable with
respect to all of the Leases and all of the Leased Properties. Subject to the
foregoing provisions, Landlord may exercise any one or more of the following
remedies upon the occurrence of an Event of Default:

                  (a) Landlord may terminate the applicable Lease, exclude
         Tenant from possession of the subject Leased Property and use
         reasonable efforts to lease such Leased Property to others. If any
         Lease is terminated pursuant to the provisions of this subparagraph
         (a), Tenant will remain liable to Landlord for damages in an amount
         equal to the Rent and other sums which would have been owing by Tenant
         under such Lease for the balance of the Term if the Lease had not been
         terminated, less the net proceeds, if any, of any re-letting of the
         subject Leased Property by Landlord subsequent to such termination,
         after deducting all Landlord's expenses in connection with such
         re-letting, including without limitation, the expenses set forth in
         Section 9.02(b)(2) below. Landlord will be entitled to collect such
         damages from Tenant monthly on the days on which the Rent and other
         amounts would have been payable under the subject Lease if such Lease
         had not been terminated and Landlord will be entitled to receive such
         damages from Tenant on each such day. Alternatively, at the option of
         Landlord, if such Lease is terminated, Landlord will be entitled to
         recover from Tenant (a) all unpaid Rent then due and payable, and (b)
         the worth at the time of the award (as hereafter defined) of the Rent
         which would have been due and payable from the date of termination


                                      -24-

<PAGE>   30




         through the Expiration Date as if the Lease had not been terminated.
         The "worth at the time of award" of the amount referred to in clause
         (b) is computed at "present value" using New York Prime Rate. For
         purposes of this Agreement, "New York Prime Rate" shall mean that rate
         of interest identified as prime or national prime by the Wall Street
         Journal, or if not published or found, then the rate of interest
         charged by the American bank with the greatest number of assets on
         ninety (90) day unsecured notes to its preferred customers. For the
         purpose of determining unpaid Rent under clause (b), the Rent reserved
         in the Lease will be deemed to be the sum of the following: (i) the
         Base Rent computed pursuant to Section 2.01; (ii) the Additional Rent
         computed pursuant to Section 2.02; and (iii) the Other Additional Rent
         computed pursuant to Section 2.02.01. Such computation of Other
         Additional Rent shall be based on the Other Additional Rent paid for
         the Lease Year preceding the date of termination, increased by 4% per
         year thereafter. Following payments by Tenant of the foregoing amounts,
         Landlord shall deliver and pay over to Tenant all rent, income, and
         other proceeds of any nature realized from the sale, lease or other
         disposition or utilization of the Leased Premises, if any, actually
         received by Landlord, up to the amounts so paid by Tenant less
         Landlord's reasonably incurred costs and expenses of maintaining and
         re-leasing or selling the Leased Premises.

                  (b) (1) Without demand or notice, Landlord may re-enter and
         take possession of the applicable Leased Property or any part of such
         Leased Property; and repossess such Leased Property as of the
         Landlord's former estate; and expel the Tenant and those claiming
         through or under Tenant from such Leased Property; and, remove the
         effects of both or either, without being deemed guilty of any manner of
         trespass and without prejudice to any remedies for arrears of Rent or
         preceding breach of covenants or conditions. If Landlord elects to
         re-enter, as provided in this paragraph (b) or if Landlord takes
         possession of such Leased Property pursuant to legal proceedings or
         pursuant to any notice provided by law, Landlord may, from time to
         time, without terminating the subject Lease, re-let such Leased
         Property or any part of such Leased Property, either alone or in
         conjunction with other portions of the Improvements of which such
         Leased Property are a part, in Landlord's name but for the account of
         Tenant, for such term or terms (which may be greater or less than the
         period which would otherwise have constituted the balance of the Term
         of this Lease) and on such terms and conditions (which may include
         concessions of free rent, and the alteration and repair of such Leased
         Property) as Landlord, in its uncontrolled discretion, may determine.
         Landlord may collect and receive the Rents for such Leased Property.
         Landlord will not be responsible or liable for any failure to re-let
         such Leased Property, or any part of such Leased Property, or for any
         failure to collect any Rent due upon such re-letting. No such re-entry
         or taking possession of such Leased Property by Landlord will be
         construed as an election on Landlord's part to terminate this Lease
         unless a written notice of such intention is given to Tenant. No notice
         from Landlord under this Lease or under a forcible entry and detainer
         statute or similar law will constitute an election by Landlord to
         terminate this Lease unless such notice specifically says so. Landlord
         reserves the right following any such re-entry or re-letting, or both,
         to exercise its right to terminate this Lease by giving Tenant such
         written notice, and, in that event such Lease will terminate as
         specified in such notice.

                                      -25-

<PAGE>   31




                           (2) If Landlord elects to take possession of such
         Leased Property according to this subparagraph (b) without terminating
         such Lease, Tenant will pay Landlord (i) the Rent, Additional Rent and
         other sums which would be payable under such Lease if such repossession
         had not occurred, less (ii) the net proceeds, if any, of any re-letting
         of such Leased Property after deducting all of Landlord's expenses
         incurred in connection with such re-letting, including without
         limitation, all repossession costs, brokerage commissions, legal
         expense, attorneys' fees, expense of employees, alteration, remodeling,
         repair costs, and expense of preparation for such re-letting. If, in
         connection with any re-letting, the new Lease term extends beyond the
         existing Term or such Leased Property covered by such re-letting
         includes areas which are not part of such Leased Property, a fair
         apportionment of the Rent received from such re-letting and the
         expenses incurred in connection with such re-letting will be made in
         determining the net proceeds received from such re-letting. In
         addition, in determining the net proceeds from such re-letting, any
         rent concessions will be apportioned over the term of the new Lease.
         Tenant will pay such amounts to Landlord monthly on the days on which
         the Rent and all other amounts owing under this Agreement or such Lease
         would have been payable if possession had not been retaken, and
         Landlord will be entitled to receive the rent and other amounts from
         Tenant on each such day.

                  (c) Landlord may re-enter the applicable Leased Property and
         have, repossess and enjoy such Leased Property as if such Lease had not
         been made, and in such event, Tenant and its successors and assigns
         shall remain liable for any contingent or unliquidated obligations or
         sums owing at the time of such repossession.

                  (d) Landlord may take whatever action at law or in equity as
         may appear necessary or desirable to collect the Rent and other amounts
         payable under the applicable Lease then due and thereafter to become
         due, or to enforce performance and observance of any obligations,
         agreements or covenants of Tenant under such Lease.

         9.03     Right of Set-Off. Landlord may, and is hereby authorized by
Tenant, at any time and from time to time, after advance notice to Tenant, to
set-off and apply any and all sums held by Landlord, including all sums held in
any escrow for Impositions, any indebtedness of Landlord to Tenant, and any
claims by Tenant against Landlord, against any obligations of Tenant under this
Agreement or any Lease and against any claims by Landlord against Tenant,
whether or not Landlord has exercised any other remedies hereunder. The rights
of Landlord under this Section are in addition to any other rights and remedies
Landlord may have against Tenant.

         9.04     Performance of Tenant's Covenants. Landlord may perform any
obligation of Tenant which Tenant has failed to perform within two (2) days
after Landlord has sent a written notice to Tenant informing it of its specific
failure (provided no such notice shall be required if Landlord has previously
notified Tenant of such failure under the provisions of Section 9.01). Tenant
shall reimburse Landlord on demand, as Other Additional Rent, for any
expenditures thus incurred by Landlord and shall pay interest thereon at the New
York Prime Rate (as herein defined).


                                      -26-

<PAGE>   32




         9.05     Late Charge. Any payment not made by Tenant for more than ten
(10) days after the due date shall be subject to a late charge payable by Tenant
as Rent of three percent (3%) of the amount of such overdue payment.

         9.06     Litigation; Attorneys' Fees. Within ten (10) days after Tenant
has knowledge of any litigation or other proceeding that may be instituted
against Tenant, against any Leased Property to secure or recover possession
thereof, or that may affect the title to or the interest of Landlord in such
Leased Property, Tenant shall give written notice thereof to Landlord. Within
thirty (30) days of Landlord's presentation of an invoice, Tenant shall pay all
reasonable costs and expenses incurred by Landlord in enforcing or preserving
Landlord's rights under this Agreement and each Lease, whether or not an Event
of Default has actually occurred or has been declared and thereafter cured,
including without limitation, (i) the fees, expenses, and costs of any
litigation, receivership, administrative, bankruptcy, insolvency or other
similar proceeding; (ii) reasonable attorney, paralegal, consulting and witness
fees and disbursements; and (iii) the expenses, including without limitation,
lodging, meals, and transportation, of Landlord and its employees, agents,
attorneys, and witnesses in preparing for litigation, administrative,
bankruptcy, insolvency or other similar proceedings and attendance at hearings,
depositions, and trials in connection therewith. All such costs, charges and
fees as incurred shall be deemed to be Other Additional Rent under this
Agreement.

         9.07     Remedies Cumulative. The remedies of Landlord herein are
cumulative to and not in lieu of any other remedies available to Landlord at law
or in equity. The use of any one remedy shall not be taken to exclude or waive
the right to use any other remedy.

         9.08     Escrows and Application of Payments. As security for the
performance of its obligations hereunder, Tenant hereby assigns to Landlord all
its right, title and interest in and to all monies escrowed with Landlord under
this Agreement or under any Lease and all deposits with utility companies,
taxing authorities, and insurance companies; provided, however, that Landlord
shall not exercise its rights hereunder until an Event of Default has occurred.
Any payments received by Landlord under any provisions of this Agreement or
under any Lease during the existence, or continuance of an Event of Default
shall be applied to Tenant's obligations in the order which Landlord may
determine.

         9.09     Power of Attorney. Tenant hereby irrevocably and
unconditionally appoints Landlord, or Landlord's authorized officer, agent,
employee or designee, as Tenant's true and lawful attorney-in-fact, to act,
after an Event of Default, for Tenant in Tenant's name, place, and stead, and
for Tenant's and Landlord's use and benefit, to execute, deliver and file all
applications and any and all other necessary documents or things, to effect a
transfer, reinstatement, renewal and/or extension of any and all licenses and
other governmental authorizations issued to Tenant in connection with Tenant's
operation of any Leased Property, and to do any and all other acts incidental to
any of the foregoing. Tenant irrevocably and unconditionally grants to Landlord
as its attorney-in-fact full power and authority to do and perform, after an
Event of Default, every act necessary and proper to be done in the exercise of
any of the foregoing powers as fully as Tenant might or could do if


                                      -27-

<PAGE>   33




personally present or acting, with full power of substitution, hereby ratifying
and confirming all that said attorney shall lawfully do or cause to be done by
virtue hereof. This power of attorney is coupled with an interest and is
irrevocable prior to the full performance of the Tenant's obligations under this
Agreement and each Lease.

                                    ARTICLE X

                             DAMAGE AND DESTRUCTION

         10.01    General. Tenant shall notify Landlord if any of the Leased
Property is damaged or destroyed by reason of fire or any other cause. Tenant
shall promptly repair, rebuild, or restore the Leased Property, at Tenant's
expense, so as to make the Leased Property at least equal in value to the Leased
Property existing immediately prior to such occurrence and as nearly similar to
it in character as is practicable and reasonable. Before beginning such repairs
or rebuilding, or letting any contracts in connection with such repairs or
rebuilding, Tenant will submit for Landlord's approval, which approval Landlord
will not unreasonably withhold or delay, complete and detailed plans and
specifications for such repairs or rebuilding. Promptly after receiving
Landlord's approval of the plans and specifications, Tenant will begin such
repairs or rebuilding and will prosecute the repairs and rebuilding to
completion with diligence, subject, however, to strikes, lockouts, acts of God,
embargoes, governmental restrictions, and other causes beyond Tenant's
reasonable control. Landlord will make available to Tenant the net proceeds of
any fire or other casualty insurance paid to Landlord for such repair or
rebuilding as the same progresses, after deduction of any costs of collection,
including attorneys' fees. Payment will be made against properly certified
vouchers of a competent architect in charge of the work and approved by
Landlord. Prior to commencing the repairing or rebuilding, Tenant shall deliver
to Landlord for Landlord's approval a schedule setting forth the estimated
monthly draws for such work. Landlord will contribute to such payments out of
the insurance proceeds an amount equal to the proportion that the total net
amount received by Landlord from insurers bears to the total estimated cost of
the rebuilding or repairing, multiplied by the payment by Tenant on account of
such work. Landlord may, however, withhold ten percent (10%) from each payment
until (i) the work of repairing or rebuilding is completed and proof has been
furnished to Landlord that no lien or liability has attached or will attach to
the Leased Property or to Landlord in connection with such repairing or
rebuilding, (ii) Tenant has obtained a certificate of use and occupancy (or its
functional equivalent) for the portion of the Leased Premises repaired
or rebuilt and (iii) if Tenant has an agreement with any governmental authority
for the detention of inmates at such Leased Property which requires such
governmental authority to approve such repairs or rebuilding, such approval
shall have been obtained. Upon the completion of rebuilding or repairing and the
furnishing of such proof, the balance of the net proceeds of such insurance
payable to Tenant on account of such repairing or rebuilding will be paid to
Tenant. Tenant will obtain and deliver to Landlord a temporary or final
certificate of occupancy before the Leased Property is reoccupied for any
purpose. Tenant shall complete such repairs or rebuilding free and clear of
mechanic's or other liens, and in accordance with the building codes and all
applicable laws, ordinances, regulations, or orders of any state, municipal, or
other public authority affecting the repairs or rebuilding, and also in
accordance with all requirements of the insurance rating


                                      -28-

<PAGE>   34




organization, or similar body. Any remaining proceeds of insurance after such
restoration will be Tenant's property.

         10.02    Landlord's Inspection. During the progress of such repairs or
rebuilding, Landlord and its architects and engineers may, from time to time,
inspect the Leased Property and will be furnished, if required by them, with
copies of all plans, shop drawings, and specifications relating to such repairs
or rebuilding. Tenant will keep all plans, shop drawings, and specifications
available, and Landlord and its architects and engineers may examine them at all
reasonable times. If, during such repairs or rebuilding, Landlord and its
architects and engineers determine that the repairs or rebuilding are not being
done in accordance with the approved plans and specifications, Landlord will
give prompt notice in writing to Tenant, specifying in detail the particular
deficiency, omission, or other respect in which Landlord claims such repairs or
rebuilding do not accord with the approved plans and specifications. Upon the
receipt of any such notice, Tenant will cause corrections to be made to any
deficiencies, omissions, or such other respect. Tenant's obligations to supply
insurance, according to Article IV, will be applicable to any repairs or
rebuilding under this Section.

         10.03    Landlord's Costs. Tenant shall, within thirty (30) days after
receipt of an invoice from Landlord, pay the reasonable costs, expenses, and
fees of any architect or engineer employed by Landlord to review any plans and
specifications and to supervise and approve any construction, or for any
services rendered by such architect or engineer to Landlord as contemplated by
any of the provisions of this Agreement, or for any services performed by
Landlord's attorneys in connection therewith; provided, however, that Landlord
will consult with Tenant and notify Tenant of the estimated amount of such
expenses.

         10.04    Rent Abatement. In the event that the provisions of Section
10.01 above shall become applicable, the Rent, real estate taxes and other
Impositions shall be abated or reduced proportionately during any period in
which, by reason of such damage or destruction, there is substantial
interference with the operation of the business of Tenant in the Leased
Property, having regard to the extent to which Tenant may be required to
discontinue its business in the Leased Property, and such abatement or reduction
shall continue for the period commencing with such destruction or damage and
ending with the substantial completion (defined below) by Tenant of such work or
repair and/or reconstruction. In the event that only a portion of any Leased
Property is rendered untenantable or incapable of such use, the Base Rent and
all real estate taxes and other Impositions payable hereunder shall be reduced
on a pro rata basis for the amount that the correctional or detention facility
at a particular Leased Property is rendered incapable of occupancy because of
such damage or destruction in proportion to the total size of the Leased
Property prior to such damage or destruction. For purposes of this paragraph,
substantial completion shall occur upon the earlier of (i) nine (9) months from
the date of the first disbursement of insurance proceeds, or (ii) the issuance
of a certificate of occupancy for the Leased Property. Notwithstanding any other
provision hereof, such rental abatement shall be limited to the amount of any
rental or business interruption insurance proceeds actually received by
Landlord.


                                      -29-

<PAGE>   35



         10.05    Substantial Damage During Lease Term. Provided Tenant has
fully complied with Section 4.01 hereof (including actually maintaining in
effect rental value insurance or business interruption insurance provided for in
clause (c) thereof) and has satisfied the conditions of the last sentence of
this Section 10.05, if, at any time during the Term of the particular Lease, the
Leased Property is so damaged by fire or otherwise that more than fifty percent
(50%) of the correctional or detention facility at the Leased Property is
rendered unusable, Tenant may, within thirty (30) days after such damage, give
notice of its election to terminate the Lease subject to the particular Leased
Property and, subject to the further provisions of this Section, such Lease will
cease on the tenth (10th ) day after the delivery of such notice. If the Lease
is so terminated, Tenant will have no obligation to repair, rebuild or replace
the Leased Property, and the entire insurance proceeds will belong to Landlord.
If the Lease is not so terminated, Tenant shall rebuild the Leased Property in
accordance with Section 10.01. If Tenant elects to terminate any Lease pursuant
to this Section 10.05, Tenant will pay (or cause to be paid) to Landlord, an
amount equal to the difference between the amount of all insurance proceeds
received by Landlord, and the net book value of such Leased Property as shown in
Landlord's financial statements as of the date of such termination.

         10.06    Damage Near End of Term. Notwithstanding any provisions of
Section 10.01 to the contrary, if damage to or destruction of the Leased
Property occurs during the last twenty-four (24) months of the Term, and if such
damage or destruction cannot be fully repaired and restored within six (6)
months immediately following the date of loss, either party shall have the right
to terminate this Lease by giving notice to the other within thirty (30) days
after the date of damage or destruction, in which event Landlord shall be
entitled to retain the insurance proceeds and Tenant shall pay to Landlord on
demand the amount of any deductible or uninsured loss arising in connection
therewith; provided, however, that any such notice given by Landlord shall be
void and of no force and effect if Tenant exercises an available option to
extend the Term pursuant to provisions of the Lease for such Leased Property
within thirty (30) days following receipt of such termination notice.

                                   ARTICLE XI

                                  CONDEMNATION

         11.01    Total Taking. If at any time during the Term any Leased
Property is totally and permanently taken by right of eminent domain or by
conveyance made in response to the threat of the exercise of such right
("Condemnation"), the applicable Lease shall terminate on the Date of Taking
(which shall mean the date the condemning authority has the right to possession
of the property being condemned), and Tenant shall promptly pay all outstanding
rent and other charges through the date of termination, provided, however the
applicable Lease shall not so terminate if the Condemnation occurred due to the
failure of Tenant to maintain the Leased Property as required by Article VII of
this Agreement or other applicable provision of this Agreement, whether or not
such failure on the part of Tenant constituted an Event of Default under an
individual Lease at the time of the Condemnation.


                                      -30-

<PAGE>   36




         11.02    Partial Taking. If a portion of any Leased Property is taken
by Condemnation, the subject Lease shall remain in effect if such Leased
Property is not thereby rendered Unsuitable for its Primary Intended Use (which
shall mean that the Leased Property is in such a state or condition such that in
the good faith judgment of Tenant, reasonably exercised, the Leased Property
cannot be operated on a commercially practicable basis as a correctional or
detention facility), but if such Leased Property is thereby rendered Unsuitable
for its Primary Intended Use, such Lease shall terminate on the Date of Taking,
provided such Condemnation was not as a result of Tenant's failure to maintain
the Leased Property as provided for in Section 11.01.

         11.03    Restoration. If there is a partial taking of any Leased
Property and the subject Lease remains in full force and effect pursuant to
Section 11.02, Landlord shall furnish to Tenant the amount of the Award payable
to Landlord, as provided herein, in order for Tenant to accomplish all necessary
restoration. If Tenant receives an Award under Section 11.05, Tenant shall
repair or restore any Tenant Improvements up to but not exceeding the amount of
the Award payable to Tenant therefor. Before beginning such restoration, or
letting any contracts in connection with such restoration, Tenant will submit
for Landlord's approval, which approval Landlord will not unreasonably withhold
or delay, complete and detailed plans and specifications for such restoration.
Promptly after receiving Landlord's approval of the plans and specifications,
Tenant will begin such restoration and will prosecute the repairs and rebuilding
to completion with diligence, subject, however, to strikes, lockouts, acts of
God, embargoes, governmental restrictions, and other causes beyond Tenant's
reasonable control. Landlord will make available to Tenant the net proceeds of
any Award paid to Landlord for such restoration, after deduction of any costs of
collection, including attorneys' fees. Payment will be made against properly
certified vouchers of a competent architect in charge of the work and approved
by Landlord. Prior to commencing the restoration, Tenant shall deliver to
Landlord for Landlord's approval a schedule setting forth the estimated monthly
draws for such work. Landlord may, however, withhold ten percent (10%) from each
payment until the work of restoration is completed and proof has been furnished
to Landlord that no lien or liability has attached or will attach to the Leased
Property or to Landlord in connection with such restoration. Upon the completion
of restoration and the furnishing of such proof, the balance of the Award will
be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or
final certificate of occupancy before the Leased Property is reoccupied for any
purpose. Tenant shall complete such restoration free and clear of mechanic's or
other liens, and in accordance with the building codes and all applicable laws,
ordinances, regulations, or orders of any state, municipal, or other public
authority affecting the restoration, and also in accordance with all
requirements of the insurance rating organization, or similar body. Any
remaining proceeds of the Award after such restoration will be Tenant's
property.

         11.04    Landlord's Inspection. During the progress of such
restoration, Landlord and its architects and engineers may, from time to time,
inspect the Leased Property and will be furnished, if required by them, with
copies of all plans, shop drawings, and specifications relating to such
restoration. Tenant will keep all plans, shop drawings, and specifications
available, and Landlord and its architects and engineers may examine them at all
reasonable times. If, during such restoration, Landlord and its architects and
engineers determine that the restoration is not being done in


                                      -31-

<PAGE>   37




accordance with the approved plans and specifications, Landlord will give prompt
notice in writing to Tenant, specifying in detail the particular deficiency,
omission, or other respect in which Landlord claims such restoration does not
accord with the approved plans and specifications. Upon the receipt of any such
notice, Tenant will cause corrections to be made to any deficiencies, omissions,
or such other respect. Tenant's obligations to supply insurance, according to
Article IV, will be applicable to any restoration under this Section.

         11.05    Award Distribution. The entire compensation, sums or anything
of value awarded, paid or received on a total or partial Condemnation (the
"Award") shall belong to and be paid to Landlord, except that, subject to the
rights of any mortgagee of Tenant, Tenant shall be entitled to receive from the
Award, if and to the extent such Award specifically includes such items, a sum
attributable to the value, if any, of: (i) any Tenant Improvements, and (ii) the
leasehold interest of Tenant under the subject Lease; provided, however, that if
the amount received by Landlord and said mortgagee is less than the Condemnation
Threshold (which shall mean, as of any given date, an amount equal to the net
book value of such Leased Property as shown on the financial statements of
Landlord as of the date of the Condemnation), then the amount of the Award
otherwise payable to Tenant for the value of its leasehold interest under this
Lease (and not any other funds of Tenant) shall instead be paid over to Landlord
up to the amount of the shortfall.

         11.06    Temporary Taking. The taking of any Leased Property, or any
part thereof, by military or other public authority shall constitute a taking by
Condemnation only when the use and occupancy by the taking authority has
continued for longer than six (6) months. During any such six (6) month period,
which shall be a temporary taking, all the provisions of the subject Lease shall
remain in full force and effect with no abatement of rent payable by Tenant
hereunder. In the event of any such temporary taking, the entire amount of any
such Award made for such temporary taking allocable to the Term of such Lease,
whether paid by way of damages, rent or otherwise, shall be paid to Tenant.

                                   ARTICLE XII

                         TENANT'S RIGHT OF FIRST REFUSAL

         12.01    Rights of First Refusal. Subject to the terms and conditions
set forth in this Section 12.01 and provided that no Event of Default with
respect to the subject Leased Property has occurred and is continuing at such
time or at the expiration of this Agreement or the individual Lease, Tenant
shall have a right of first refusal (the "Purchase Refusal Right") to purchase
any Leased Property (including any Leased Property owned by an Affiliate [as
defined in Section 13.01 hereof] of Landlord). If during the Term or for a
period of ninety (90) days following termination of any Lease, Landlord or any
Affiliate of Landlord receives a bona fide third party offer to Transfer any
Leased Property, then, prior to accepting such third party offer, Landlord shall
send written notice and a copy thereof to Tenant ("Landlord's Notice"). Tenant
shall have ninety (90) days after receipt of Landlord's Notice to exercise
Tenant's Purchase Refusal Right, by giving Landlord written notice thereof.
Failure of Tenant to exercise the Purchase Refusal Right within such time period
set forth


                                      -32-

<PAGE>   38




above shall be deemed to extinguish the Purchase Refusal Right for a period of
one hundred eighty (180) days. Thereafter, prior to the expiration of such one
hundred eighty (180) days, Landlord or its Affiliates may Transfer such Leased
Property provided however, that the Transfer of the Leased Property is at a
price equal to or greater than the price contained in the Landlord's Notice, and
otherwise consistent in all material respects with the terms and conditions set
forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the
event that Landlord fails to Transfer the Leased Property within said one
hundred eighty (180) days. In the event that Tenant elects to exercise the
Purchase Refusal Right and to acquire the Leased Property thereby, (a) Tenant
shall acquire such Leased Property on the same terms and conditions and subject
to all time periods and other limitations as provided in Landlord's Notice
(provided, however, Tenant shall in all events have not less than ninety (90)
days to close its acquisition of the Leased Property following its written
notice exercising its Purchase Refusal Right), and (b) concurrently with such
acquisition, the Lease of such Leased Property shall terminate (but Tenant shall
remain liable to pay any unpaid Rent with respect to such Leased Property and
all indemnifications and other provisions that survive the expiration of the
individual Lease or of this Agreement shall continue in effect), and this
Agreement shall be appropriately amended to reflect the termination of such
Lease.

         Notwithstanding the foregoing provisions, the Purchase Refusal Right
shall not be applicable to any Transfer of a Leased Property to any Affiliate of
Landlord, so long as such Affiliate acquires such Leased Property subject to the
Purchase Refusal Right.

         A "Transfer" is any direct or indirect sale, conveyance or other
disposition, including any transfer of a controlling ownership interest in any
owning partnership, limited liability company or corporation, and including any
lease with a term in excess of five (5) years.

         12.02    Restriction on Exercise of Purchase Refusal Right.
Notwithstanding any other provision of this Article XII, Landlord shall not be
required to Transfer any Leased Property, or any portion thereof, which is a
real estate asset as defined in Section 856(c) (6) (B), or functionally
equivalent successor provision, of the Code, to Tenant if Landlord's counsel
advises Landlord that such Transfer may not be a sale of property described in
Section 857(b) (6) (C), or functionally equivalent successor provision of the
Code. If Landlord determines not to Transfer such property pursuant to the above
sentence, Tenant's right, if any, to acquire any or all of such property shall
continue and be exercisable, upon and subject to all applicable terms and
conditions set forth in this Lease, at such time as the transaction, upon the
advise of Landlord's tax counsel, would be a sale of property described in
Section 857(b) (6) (C) of the Code, or functionally equivalent successor
provision, and until such time Tenant shall lease the Leased Property for the
lesser of the rent otherwise called for in the Lease or fair market rental. If
the Transfer of the Leased Property is delayed pursuant to this section,
Landlord will use its reasonable best efforts to Transfer such Leased Property
to Tenant as soon as practicable in the next calendar year.


                                      -33-

<PAGE>   39




                                  ARTICLE XIII

                      ASSIGNMENT AND SUBLETTING; ATTORNMENT

         13.01    Prohibition Against Subletting and Assignment. Subject to
Section 13.03, Tenant shall not, without the prior written consent of Landlord
(which consent Landlord may grant or withhold in its sole and absolute
discretion), assign, mortgage, pledge, hypothecate, encumber or otherwise
transfer (except to an Affiliate of Tenant) (as defined) this Agreement or any
Lease or any interest herein or therein, or all or any part of the Leased
Property, or suffer or permit any Lease or the leasehold estate created thereby
or any other rights arising under any Lease to be assigned, transferred,
mortgaged, pledged, hypothecated or encumbered, in whole or in part, whether
voluntarily, involuntarily or by operation of law (except to an Affiliate of
Tenant). For purposes of this Section 13.01, an assignment of any Lease shall be
deemed to include any Change of Control of Tenant, as if such Change of Control
were an assignment of the Lease. No assignment shall in any way impair the
continuing primary liability of Tenant hereunder.

         An "Affiliate" shall mean any Person directly or indirectly
controlling, controlled by, or under common control with that Person.

         A "Person" shall mean and include natural persons, corporations,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts, Indian tribes or other organizations, whether or not legal
entities, and governments and agencies and political subdivisions thereof.

         13.02    Changes of Control. A Change of Control requiring the consent
of Landlord shall mean:

                           (a) the issuance and/or sale by Tenant or the sale by
                  any stockholder of Tenant of a Controlling (which shall mean,
                  as applied to any Person, the possession, directly or
                  indirectly, of the power to direct or cause the direction of
                  the management and policies of such Person, whether through
                  the ownership of voting securities, by contract or otherwise)
                  interest in Tenant to a Person other than an Affiliate of
                  Tenant, other than in either case a distribution to the public
                  pursuant to an effective registration statement under the
                  Securities Act of 1933, as amended (a "Registered Offering");

                           (b) the sale, conveyance or other transfer of all or
                  substantially all of the assets of Tenant (whether by
                  operation of law or otherwise); or

                           (c) any transaction pursuant to which Tenant is
                  merged with or consolidated into another entity (other than an
                  entity owned and Controlled by an Affiliate of Tenant), and
                  Tenant is not the surviving entity.


                                      -34-

<PAGE>   40




         13.03    Operating/Service Agreements.

         13.03.01 Permitted Agreements. Tenant shall, without Landlord's prior
approval, be permitted to enter into certain operating/service agreements for
portions of any Leased Property to various licensees in connection with Tenant's
operation of correctional or detention facilities as is customarily associated
with or incidental to the operation of such Leased Property, which agreements
may be in the nature of a sublease agreement.

         13.03.02 Terms of Agreements. Each operating/service agreement
concerning any of the Leased Property shall be subject and subordinate to the
provisions of the applicable Lease. No agreement made as permitted by Section
13.03.01 shall affect or reduce any of the obligations of Tenant hereunder, and
all such obligations shall continue in full force and effect as if no agreement
had been made. No agreement shall impose any additional obligations on Landlord
under the applicable Lease.

         13.03.03 Copies. Tenant shall, within ten (10) days after the execution
and delivery of any operating/service agreement permitted by Section 13.03.01,
deliver a duplicate original thereof to Landlord.

         13.03.04 Assignment of Rights in Agreements. As security for
performance of its obligations under each Lease, Tenant hereby grants, conveys
and assigns to Landlord all right, title and interest of Tenant in and to all
operating/service agreements now in existence or hereinafter entered into for
any or all of the applicable Leased Property, and all extensions, modifications
and renewals thereof and all rents, issues and profits therefrom, to the extent
the same are assignable by Tenant. Landlord hereby grants to Tenant a license to
collect and enjoy all rents and other sums of money payable under any such
agreement concerning any of such Leased Property; provided, however, that
Landlord shall have the absolute right at any time after the occurrence and
continuance of an Event of Default upon notice to Tenant and any vendors or
licensees to revoke said license and to collect such rents and sums of money and
to retain the same. Tenant shall not (i) after the occurrence and continuance of
an Event of Default, consent to, cause or allow any material modification or
alteration of any of the terms, conditions or covenants of any of the agreements
or the termination thereof, without the prior written approval of Landlord nor
(ii) accept any rents (other than customary security deposits) more than ninety
(90) days in advance of the accrual thereof nor permit anything to be done, the
doing of which, nor omit or refrain from doing anything, the omission of which,
will or could be a breach of or default in the terms of any of the agreements.

         13.03.05 Licenses, Etc. For purposes of Section 13.03, the
operating/service agreements shall mean any licenses, concession arrangements,
or other arrangements relating to the possession or use of all or any part of
any Leased Property but specifically excluding any management agreement,
facility operating agreement or other agreement for the housing or detention of
inmates.

         13.04    Assignment. No assignment shall in any way impair the
continuing primary liability of Tenant hereunder, and no consent to any
assignment in a particular instance shall be deemed to


                                      -35-

<PAGE>   41



be a waiver of the prohibition set forth in Article XIII. Any assignment shall
be solely of Tenant's entire interest in the subject Lease. Any assignment or
other transfer of all or any portion of Tenant's interest in any Lease in
contravention of Article XIII shall be voidable at Landlord's option.

         13.05    REIT Limitations. Anything contained in this Agreement to the
contrary notwithstanding, Tenant shall not (i) sublet or assign any Leased
Property or any Lease on any basis such that the rental or other amounts to be
paid by the sublessee or assignee thereunder would be based, in whole or in
part, on the income or profits derived by the business activities of the
sublessee or assignee; (ii) sublet or assign any Leased Property or any Lease to
any person that Landlord owns, directly or indirectly (by applying constructive
ownership rules set forth in Section 856(d) (5) of the Code), a ten percent
(10%) or greater interest; or (iii) sublet or assign any Leased Property or any
Lease in any other manner or otherwise derive any income which could cause any
portion of the amounts received by Landlord pursuant to any Lease or any
sublease to fail to qualify as "rents from real property" within the meaning of
Section 856(d) of the Code, or which could cause any other income received by
Landlord to fail to qualify as income described in Section 856(c) (2) of the
Code. The requirements of this Section 13.05 shall likewise apply to any further
subleasing by any subtenant.

         13.06    Attornment. Tenant shall insert in each sublease permitted
under Section 13.03.01 provisions to the effect that (a) such sublease is
subject and subordinate to all of the terms and provisions of the applicable
Lease (including this Agreement) and to the rights of Landlord hereunder, (b) in
the event such Lease shall terminate before the expiration of such sublease, the
sublessee thereunder will, at Landlords' option, attorn to Landlord and waive
any right the sublessee may have to terminate the sublease or to surrender
possession thereunder, as a result of the termination of such Lease, and (c) in
the event the sublessee receives a written notice from Landlord or Landlord's
assignees, if any, stating that Tenant is in default under such Lease, the
sublessee shall thereafter be obligated to pay all rentals accruing under said
sublease directly to the party giving such notice, or as such party may direct.
All rentals received from the sublessee by Landlord or Landlord's assignees, if
any, as the case may be, shall be credit against the amounts owing by Tenant
under such Lease.

         14.01    Controversies. Except with respect to the payment of Rent
hereunder, which shall be subject to the provisions of Section 9.02, in the case
a controversy arises between the parties as to any of the requirements of this
Agreement or of any individual Lease or the performance thereunder which the
parties are unable to resolve, the parties agree to waive the remedy of
litigation (except for extraordinary relief in an emergency situation) and agree
that such controversy or controversies shall be determined by arbitration as
hereafter provided in this Article.


                                      -36-

<PAGE>   42



                                   ARTICLE XIV

                                   ARBITRATION

         14.02    Appointment of Arbitrators. The party or parties requesting
arbitration shall serve upon the other a demand therefor, in writing, specifying
in detail the controversy and matter(s) to be submitted to arbitration. The
selection of arbitrators shall be conducted pursuant to the rules for resolution
of commercial disputes promulgated by the American Arbitration Association. The
party or parties giving notice shall request a listing of available arbitrators
from the American Arbitration Association, and each party shall respond in the
selection process within fifteen (15) days after each receipt of such listings
until a panel of three (3) arbitrators has been designated. If either party
fails to respond within fifteen (15) days, it is agreed that the American
Arbitration Association may make such selections as are necessary to complete
the panel of three (3) arbitrators.

         14.03    Arbitration Procedure. Within fifteen (15) days after the
selection of the arbitration panel, the arbitrators shall give written notice to
each party as to the time and the place of each meeting, which shall be held in
Nashville, Tennessee, at which the parties may appear and be heard, which shall
be no later than sixty (60) days after certification of the arbitration panel.
The parties specifically waive discovery, and further waive the applicability of
rules of evidence or rules of procedure in the proceedings. The applicable rules
shall be those in effect at the time for the resolution of commercial disputes
promulgated by the American Arbitration Association. Notwithstanding the
foregoing, the substantive law governing the arbitration shall be the laws of
the State of Tennessee. The arbitrators shall take such testimony and make such
examination and investigations as the arbitrators reasonably deem necessary. The
decision of the arbitrators shall be in writing signed by a majority of the
panel which decision shall be final and binding upon the parties to the
controversy. Provided, however, in rendering their decisions and making awards,
the arbitrators shall not add to, subtract from or otherwise modify the
provisions of this Agreement.

         14.04    Expenses. The expenses of the arbitration shall be assessed by
the arbitrators and specified in the written decision. In the absence of a
determination or assessment of expenses of the arbitration procedure in the
award, all of the expenses of such arbitration shall be divided equally between
Landlord and Tenant. Each party in interest shall be responsible for and pay the
fees, costs and expenses of its own counsel, unless the arbitration award
provides for an assessment of reasonable attorneys' fees and costs.

         14.05    Enforcement of the Arbitration Award. There shall be no appeal
from the decision of the arbitrators, and upon the rendering of an award, any
party thereto may file the arbitrators' decision in the United States District
Court for the Middle District of Tennessee for enforcement as provided by
applicable law.

                                      -37-

<PAGE>   43




                                   ARTICLE XV

                         QUIET ENJOYMENT, SUBORDINATION,
                        ATTORNMENT, ESTOPPEL CERTIFICATES

         15.01    Quiet Enjoyment. So long as Tenant performs all of its
obligations under this Agreement and each Lease, Tenant's possession of the
Leased Property will not be disturbed by or through Landlord.

         15.02    Landlord Mortgages; Subordination. Subject to Section 15.03,
without the consent of Tenant, Landlord may, from time to time, directly or
indirectly, create or otherwise cause to exist any lien, encumbrances or title
retention agreement on the Leased Properties, or any portion thereof or any
interest therein, whether to secure any borrowing or other means of financing or
refinancing. This Agreement and each Lease and Tenant's rights under this
Agreement and each Lease are subordinate to any ground lease or underlying
lease, first mortgage, first deed of trust, or other first lien against any
Leased Property, together with any renewal, consolidation, extension,
modification or replacement thereof, which now or at any subsequent time affects
any Leased Property or any interest of Landlord in any Leased Property, except
to the extent that any such instrument expressly provides that this Agreement
and each Lease is superior. This provision will be self-operative, and no
further instrument or subordination will be required in order to effect it.
However, Tenant shall execute, acknowledge and deliver to Landlord, at any time
and from time to time upon demand by Landlord, such documents as may be
requested by Landlord or any mortgagee or any holder of any mortgage or other
instrument described in this Section, to confirm or effect any such
subordination. If Tenant fails or refuses to execute, acknowledge, and deliver
any such document within twenty (20) days after written demand, Landlord may
execute, acknowledge and deliver any such document on behalf of Tenant as
Tenant's attorney-in-fact. Tenant hereby constitutes and irrevocably appoints
Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute,
acknowledge, and deliver on behalf of Tenant any documents described in this
Section. This power of attorney is coupled with an interest and is irrevocable.

         15.03    Attornment; Non-Disturbance. If any holder of any mortgage,
indenture, deed of trust, or other similar instrument described in Section 15.02
succeeds to Landlord's interest in any Leased Property, Tenant will pay to such
holder all Rent subsequently payable under the subject Lease. Tenant shall, upon
request of anyone succeeding to the interest of Landlord, automatically become
the tenant of, and attorn to, such successor in interest without changing such
Lease. The successor in interest will not be bound by (i) any payment of Rent
for more than one (1) month in advance; (ii) any amendment or modification of
such Lease made without its written consent; (iii) any claim against Landlord
arising prior to the date on which the successor succeeded to Landlord's
interest; or (iv) any claim or offset of Rent against the Landlord. Upon request
by Landlord or such successor in interest and without cost to Landlord or such
successor in interest, Tenant will execute, acknowledge and deliver an
instrument or instruments confirming the attornment. If Tenant fails or refuses
to execute, acknowledge and deliver any such instrument within twenty (20) days
after written demand, then Landlord or such successor in interest will be
entitled to execute, acknowledge,

          
                                      -38-

<PAGE>   44



and deliver any document on behalf of Tenant as Tenant's attorney-in-fact.
Tenant hereby constitutes and irrevocably appoints Landlord, its successors and
assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on
behalf of Tenant any such document. This power of attorney is coupled with an
interest and is irrevocable.

         Landlord shall use reasonable efforts to obtain a non-disturbance
agreement from any such party referred to above which provides that in the event
such party succeeds to Landlord's interest under the Lease and provided that no
Event of Default by Tenant exists, such party will not disturb Tenant's
possession, use or occupancy of the Leased Property.

         15.04    Estoppel Certificates. At the request of Landlord or any
mortgagee or purchaser of any Leased Property, Tenant shall execute,
acknowledge, and deliver an estoppel certificate, in recordable form, in favor
of Landlord or any mortgagee or purchaser of such Leased Property certifying the
following: (i) that the subject Lease is unmodified and in full force and
effect, or if there have been modifications that the same is in full force and
effect as modified and stating the modifications; (ii) the date to which Rent
and other charges have been paid; (iii) that neither Tenant nor Landlord is in
default nor is there any fact or condition which, with notice or lapse of time,
or both, would constitute a default, if that be the case, or specifying any
existing default; (iv) that Tenant has accepted and occupies such Leased
Property; (v) that Tenant has no defenses, set-offs, deductions, credits, or
counterclaims against Landlord, if that be the case, or specifying such that
exist; (vi) that the Landlord has no outstanding construction or repair
obligations; and (vii) such other information as may reasonably be requested by
Landlord or any mortgagee or purchaser. Any purchaser or mortgagee may rely on
this estoppel certificate. If Tenant fails to deliver the estoppel certificates
to Landlord within ten (10) days after the request of the Landlord, then Tenant
shall be deemed to have certified that (a) such Lease is in full force and
effect and has not been modified, or that such Lease has been modified as set
forth in the certificate delivered to Tenant; (b) Tenant has not prepaid any
Rent or other charges except for the current month; (c) Tenant has accepted and
occupies such Leased Property; (d) neither Tenant nor Landlord is in default nor
is there any fact or condition which, with notice or lapse of time, or both,
would constitute a default; (e) Landlord has no outstanding construction or
repair obligation; and (f) Tenant has no defenses, set-offs, deductions,
credits, or counterclaims against Landlord. Tenant hereby irrevocably appoints
Landlord as Tenant's attorney-in-fact to execute, acknowledge and deliver on
Tenant's behalf any estoppel certificate which Tenant does not object to within
twenty (20) days after Landlord sends the certificate to Tenant. This power of
attorney is coupled with an interest and is irrevocable.

                                   ARTICLE XVI

                                  MISCELLANEOUS

         16.01    Notices. Landlord and Tenant hereby agree that all notices,
demands, requests, and consents (hereinafter "Notices") required to be given
pursuant to the terms of this Lease shall be in writing and shall be addressed
as follows:


                                      -39-

<PAGE>   45




If to Tenant:              Corrections Corporation of America
                           102 Woodmont Boulevard, Suite 800
                           Nashville, Tennessee 37205
                           Attention: Darrell K. Massengale

With a copy to:            Stokes & Bartholomew, P.A.
                           424 Church Street, Suite 2800
                           Nashville, Tennessee 37219
                           Attention: Elizabeth E. Moore

If to Landlord:            CCA Prison Realty Trust
                           2200 Abbott Martin Road
                           Nashville, Tennessee 37215
                           Attention: Michael W. Devlin

With a copy to:            Sherrard & Roe, PLC
                           424 Church Street, Suite 2000
                           Nashville, Tennessee 37219
                           Attention: Kim A. Brown

and shall be served by (i) personal delivery, (ii) certified mail, return
receipt requested, postage prepaid, or (iii) nationally recognized overnight
courier. All notices shall be deemed to be given upon the earlier of actual
receipt or three (3) days after mailing, or one (1) business day after deposit
with the overnight courier. Any Notices meeting the requirements of this Section
shall be effective, regardless of whether or not actually received. Landlord or
Tenant may change its notice address at any time by giving the other party
Notice of such change.

         16.02    Advertisement of Leased Property. In the event the parties
hereto have not executed a renewal lease of any Leased Property within one (1)
year prior to the expiration of the Term, then Landlord or its agent shall have
the right to enter such Leased Property at all reasonable times for the purpose
of exhibiting such Leased Property to others and to place upon such Leased
Property for and during the period commencing two hundred ten (210) days prior
to the expiration of the Term "for sale" or "for rent" notices or signs.

         16.03    Landlord's Access. Landlord shall have the right to enter upon
the Leased Property, upon reasonable prior notice to Tenant, for purposes of
inspecting the same and assuring Tenant's compliance with this Agreement
provided, any such entry by Landlord shall be subject to all rules, guidelines
and procedures prescribed by Tenant in connection therewith. Landlord shall not
be allowed entry to the Leased Premises unless accompanied by such of Tenant's
personnel as Tenant shall require.

         16.04    Entire Agreement. This Agreement and the individual Leases
contain the entire agreement between Landlord and Tenant with respect to the
subject matter hereof and thereof. No


                                      -40-

<PAGE>   46



representations, warranties, and agreements have been made by Landlord except as
set forth in this Agreement and the Leases.

         16.05    Severability. If any term or provision of this Agreement or
any Lease is held or deemed by Landlord to be invalid or unenforceable, such
holding shall not affect the remainder of this Agreement or any Lease and the
same shall remain in full force and effect, unless such holding substantially
deprives Tenant of the use of the Leased Property or Landlord of the Rents
therefor, in which event the Lease for such Leased Property shall forthwith
terminate as if by expiration of the Term.

         16.06    Captions and Headings. The captions and headings are inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope of this Agreement or the intent of any provision hereof.

         16.07    Governing Law. This Agreement and each of the Leases shall be
construed under the laws of the State of Tennessee.

         16.08    Memorandum of Lease. Landlord and Tenant agree that a record
of this Agreement or any Lease may be recorded by either party in a memorandum
of lease approved by Landlord and Tenant with respect to each Leased Property.

         16.09    Waiver. No waiver by Landlord of any condition or covenant
herein contained, or of any breach of any such condition or covenant, shall be
held or take to be a waiver of any subsequent breach of such covenant or
condition, or to permit or excuse its continuance or any future breach thereof
or of any condition or covenant, nor shall the acceptance of Rent by Landlord at
any time when Tenant is in default in the performance or observance of any
condition or covenant herein be construed as a waiver of such default, or of
Landlord's right to terminate this Agreement or any Lease or exercise any other
remedy granted herein on account of such existing default.

         16.10    Binding Effect. This Agreement and each Lease will be binding
upon and inure to the benefit of the heirs, successors, personal
representatives, and permitted assigns of Landlord and Tenant.

         16.11    Authority. The persons executing this Agreement or any Lease
on behalf of Tenant warrant that (i) Tenant has the power and authority to enter
into this Agreement or such Lease; (ii) Tenant is qualified to do business in
the state in which the Leased Property is located; and (iii) they are authorized
to execute this Agreement and each Lease on behalf of Tenant. Tenant shall, at
the request of Landlord, provide evidence satisfactory to Landlord confirming
these representation.

         16.12    Transfer of Permits, Etc. Upon the expiration or earlier
termination of the Term of any Lease (whether pursuant to the provisions of this
Agreement or of such Lease), Tenant shall, at the option of Landlord, transfer
to and relinquish to Landlord or Landlord's nominee and to cooperate with
Landlord or Landlords' nominee in connection with the processing by Landlord or
such nominee


                                      -41-

<PAGE>   47




of all licenses, operating permits, and other governmental authorization and all
contracts, including without limitation, the correctional or detention facility
license, and any other contracts with governmental or quasi-governmental
entities which may be necessary or appropriate for the operation by Landlord or
such nominee of the subject Leased Property for the purposes of operating a
correctional or detention facility; provided that the costs and expenses of any
such transfer or the processing of any such application shall be paid by
Landlord or Landlord's nominee; and provided further that any management
agreement, facility operating agreement or other agreement for the housing or
detention of inmates shall be expressly excluded. Any such permits, licenses,
certificates and contracts which are held in Landlord's name now or at the
termination of such Lease shall remain the property of Landlord. To the extent
permitted by law, Tenant hereby irrevocably appoints Landlord, its successors
and assigns and any nominee or nominees specifically designated by Landlord or
any successor or assign as Tenant's attorney-in-fact to execute, acknowledge,
deliver and file all documents appropriate to such transfer or processing of any
such application on behalf of Tenant; this power of attorney is coupled with an
interest and is irrevocable.

         16.13    Modification. This Agreement and any Lease may only be
modified by a writing signed by both Landlord and Tenant.

         16.14    Incorporation by Reference. All schedules and exhibits
referred to in this Agreement are incorporated into this Agreement, and all
schedules and exhibits referred to in any Lease (as well as the provisions of
this Agreement, except to the extent specifically excluded from or inconsistent
with the terms of such Lease) are incorporated into such Lease.

         16.15    No Merger. The surrender of this Agreement or of any Lease by
Tenant or the cancellation of this Agreement or of any Lease by agreement of
Tenant and Landlord or the termination of this Agreement or of any Lease on
account of Tenant's default will not work a merger, and will, at Landlord's
option, terminate any subleases or operate as an assignment to Landlord of any
subleases. Landlord's option under this paragraph will be exercised by notice to
Tenant and all known subtenants of any applicable Leased Property.

         16.16    Laches. No delay or omission by either party hereto to
exercise any right or power accruing upon any noncompliance or default by the
other party with respect to any of the terms hereof shall impair any such right
or power or be construed to be a waiver thereof.

         16.17    Waiver of Jury Trial. To the extent that there is any claim by
one party against the other that is not to be settled by arbitration as provided
in Article XIV hereof, Landlord and Tenant waive trial by jury in any action,
proceeding or counterclaim brought by either of them against the other on all
matters arising out of this Agreement or the use and occupancy of the Leased
Property (except claims for personal injury or property damage). If Landlord
commences any summary proceeding for nonpayment of Rent, Tenant will not
interpose, and waives the right to interpose, any counterclaim in any such
proceeding.


                                      -42-

<PAGE>   48




         16.18    Permitted Contests. Tenant, on its own or on Landlord's behalf
(or in Landlord's name), but at Tenant's expense, may contest, by appropriate
legal proceedings conducted in good faith and with due diligence, the amount or
validity or application, in whole or in part, of any Imposition or any legal
requirement or insurance requirement or any lien, attachment, levy, encumbrance,
charge or claim provided that (i) in the case of an unpaid Imposition, lien,
attachment, levy, encumbrance, charge or claim, the commencement and
continuation of such proceedings shall suspend the collection thereof from
Landlord and from the Leased Property; (ii) neither the Leased Property nor any
Rent therefrom nor any part thereof or interest therein would be in any
immediate danger of being sold, forfeited, attached or lost; (iii) in the case
of a legal requirement, Landlord would not be in any immediate danger of civil
or criminal liability for failure to comply therewith pending the outcome of
such proceedings; (iv) in the event that any such contest shall involve a sum of
money or potential loss in excess of Fifty Thousand Dollars ($50,000.00), Tenant
shall deliver to Landlord and its counsel an opinion of Tenant's counsel to the
effect set forth in clauses (i), (ii) and (iii), to the extent applicable; (v)
in the case of a legal requirement and/or an Imposition, lien, encumbrance, or
charge, Tenant shall give such reasonable security as may be demanded by
Landlord to insure ultimate payment of the same and to prevent any sale or
forfeiture of the affected Leased Property or the Rent by reason of such
nonpayment or noncompliance; provided, however, the provisions of this Section
shall not be construed to permit Tenant to contest the payment of Rent (except
as to contests concerning the method of computation or the basis of levy of any
Imposition or the basis for the assertion of any other claim) or any other sums
payable by Tenant to Landlord hereunder; (vi) in the case of an insurance
requirement, the coverage required by Article IV shall be maintained; and (vii)
if such contest be finally resolved against Landlord or Tenant, Tenant shall, as
Other Additional Rent due hereunder, promptly pay the amount required to be
paid, together with all interest and penalties accrued thereon, or comply with
the applicable legal requirement or insurance requirement. Landlord, at Tenant's
expense, shall execute and deliver to Tenant such authorizations and other
documents as may be reasonably required in any such contest, and, if reasonably
requested by Tenant or if Landlord so desires, Landlord shall join as a party
therein. Tenant hereby agrees to indemnify and save Landlord harmless from and
against any liability, cost or expense of any kind that may be imposed upon
Landlord in connection with any such contest and any loss resulting therefrom.

         16.19    Construction of Lease. This Agreement and each of the Leases
for Leased Properties have been reviewed by Landlord and Tenant and their
respective professional advisors. Landlord, Tenant, and their advisors believe
that this Agreement and such Leases are the product of all their efforts, that
they express their agreement, and agree that they shall not be interpreted in
favor of either Landlord or Tenant or against either Landlord or Tenant merely
because of any party's efforts in preparing such documents.

         16.20    Counterparts. This Agreement and each Lease may be executed in
duplicate counterparts, each of which shall be deemed an original hereof or
thereof.

         16.21    Relationship of Landlord and Tenant. The relationship of
Landlord and Tenant is the relationship of lessor and lessee. Landlord and
Tenant are not partners, joint venturers, or associates.



                                      -43-

<PAGE>   49




         16.22    Landlord's Status as a REIT. Tenant acknowledges that Landlord
intends to elect to be taxed as a real estate investment trust ("REIT") under
the Code. Tenant shall not do anything which would adversely affect Landlord's
status as a REIT. Tenant hereby agrees to modifications of this Agreement which
do not materially adversely affect Tenant's rights and liabilities if such
modifications are required to retain or clarify Landlord's status as a REIT.

         16.23    Sale of Real Estate Assets. Notwithstanding any other
provision of this Agreement or of any Lease, Landlord shall not be required to
sell or transfer Leased Property, or any portion thereof, which is a real estate
asset as defined in Section 856(c)(6) of the Code, to Tenant if Landlord's
counsel advises Landlord that such sale or transfer may not be a sale of
property described in Section 857(b)(6)(C) of the Code. If Landlord determines
not to sell such property pursuant to the above sentence, Tenant's right, if
any, to purchase the Leased Property shall continue and be exercisable at such
time as the transaction, upon the advice of Landlord's counsel, would be a sale
of property described in Section 857(b)(6)(C) of the Code.

                                  ARTICLE XVII
                        NONDISCLOSURE AND RELATED MATTERS

         17.01    Covenant Not to Disclose. Landlord agrees that, by virtue of
the relationship of trust and confidence between Landlord and Tenant, it
possesses and will possess certain data and knowledge of operations of the
Tenant which are proprietary in nature and confidential. Landlord covenants and
agrees that it will not knowingly, at any time, directly or indirectly, for
whatever reason, without Tenant's prior written consent, which may be given or
withheld in Tenant's sole discretion, reveal, divulge or make known to any
person or entity, any confidential or proprietary record, data, trade secret,
pricing policy, bid amount, pricing strategy, personnel policy, method or
practice of obtaining or doing business, or any other confidential or
proprietary information whatever (the "Confidential Information"), whether or
not obtained with the knowledge and permission of the Tenant and whether or not
developed, devised or otherwise created in whole or in part by the efforts of
Landlord, nor shall Landlord use such Confidential Information for its own
account. Confidential Information shall not include any information generally
available to the public other than as a result of a disclosure of such
information by Landlord. Notwithstanding anything to the contrary provided
herein, a disclosure of Confidential Information by Landlord will not be
considered a violation of this Article XVII in the event such disclosure is
involuntarily compelled by a final, non-appealable, order from a court of
competent jurisdiction.

         17.02    Non-Interference Covenant. Landlord covenants and agrees that
it will not, at any time, directly or indirectly, for whatever reason, whether
for its own account or for the account of any other person, firm, corporation or
other organization, without Tenant's prior written consent, which may be given
or withheld in Tenant's sole discretion: (i) solicit, employ, deal with or
otherwise interfere with any of the Tenant's contracts or relationships with any
employee, officer, director or any independent contractor, whether the person is
employed by or associated with the Tenant on the date of this Agreement or at
any time hereafter; or (ii) solicit, accept, deal with or otherwise interfere
with any of the Tenant's contracts or relationships with any independent


                                      -44-

<PAGE>   50



contractor, customer, client or supplier. Notwithstanding the foregoing, (i)
Landlord may offer employment to the current employees of the Tenant who are
terminated by the Tenant subsequent to the date hereof, (ii) Landlord shall in
no way be liable for any actions by any entity leasing or managing any facility
owned by Landlord, and (iii) nothing provided herein shall prevent Landlord from
soliciting relationships with an entity or entities to lease, license, manage or
otherwise use any facility leased to the Tenant subsequent to the termination of
such lease with the Tenant.

         17.03    Business Materials and Property Disclosure. All written
materials, records and documents made by Landlord or coming into its possession
concerning the business or affairs of the Tenant shall be the sole property of
the Tenant and, upon request by the Tenant, Landlord shall deliver the same to
the Tenant and shall retain no copies. The foregoing restrictions shall not be
applicable to any written materials, records and documents generally available
to the public other than as a result of a disclosure of such written materials,
records and documents by Landlord.

         17.04    Breach by Landlord. It is expressly understood, acknowledged
and agreed by Landlord that: (i) the restrictions contained in this Article XVII
represent a reasonable and necessary protection of the legitimate interests of
the Tenant and that its failure to observe and comply with its covenants and
agreements in this Article XVII will cause irreparable harm to the Tenant; (ii)
it is and will continue to be difficult to ascertain the nature, scope and
extent of the harm; and (iii) a remedy at law for such failure by Landlord will
be inadequate. Accordingly, it is the intention of the parties that, in addition
to any other rights and remedies which the Tenant may have in the event of any
breach by Landlord of this Article XVII, the Tenant shall be entitled, and is
expressly and irrevocably authorized by Landlord, to demand and obtain specific
performance, including, without limitation, temporary and permanent injunctive
relief, and all other appropriate equitable relief against Landlord in order to
enforce against Landlord any of the covenants and agreements contained in this
Article XVII, and/or to prevent any breach or any threatened breach by Landlord
of the covenants and agreements of Landlord contained in this Article XVII.
Should the Tenant prevail in any action to enforce this Article XVII, the Tenant
shall be entitled to recover all of its costs and expenses relating thereto,
including reasonable attorney's fees and expenses.



                                      -45-

<PAGE>   51



         IN WITNESS WHEREOF, the parties hereto have executed this Lease or
caused the same to be executed by their respective duly authorized officers as
of the date first set forth above.


                                     CCA PRISON REALTY TRUST


                                     By:
                                        ---------------------------------------

                                     Title:
                                           ------------------------------------


                                     CORRECTIONS CORPORATION OF AMERICA


                                     By:
                                        ---------------------------------------

                                     Title:
                                           ------------------------------------








































                                      -46-

<PAGE>   52



                                   SCHEDULE A

                                 THE FACILITIES

                                                           LOCATION
FACILITY NAME                                              (CITY, STATE)

Bridgeport Pre-Parole Transfer Facility                    Bridgeport, Texas

Central Arizona Detention Center                           Florence, Arizona

Houston Processing Center                                  Houston, Texas

Laredo Processing Center                                   Laredo, Texas

Leavenworth Detention Center                               Leavenworth, Texas

Mineral Wells Pre-Parole Transfer Facility                 Mineral Wells, Texas

West Tennessee Detention Facility                          Mason, Tennessee

Eloy Detention Facility                                    Eloy, Arizona

T. Don Hutto Correctional Facility                         Taylor, Texas




<PAGE>   53



                                   SCHEDULE B

                                PERSONAL PROPERTY

         All of those certain items of property described on the CCA - Master
Depreciation Schedule dated June 30, 1997, on file at the offices of Seller and
Purchaser.


<PAGE>   54



                                   SCHEDULE C

                           EXCLUDED PERSONAL PROPERTY


                                   Bridgeport

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
9404                                Dury's                             Camera for Timeclock Avant
9964                                Control Systems                    Timeclock Systems
</TABLE>


                                 Central Arizona

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
12173                               Control Systems                    Timeclock Systems
8463                                Control Systems                    Timeclock Kronos 460F
8466                                Control Systems                    Camera SSI 124E Die Cutter
</TABLE>


                                      Eloy

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
9255                                Control Systems                    Timeclock Kronos 460F Barcode
9403                                Control Systems                    Timeclock Kronos 460F Barcode
12218                               Dycam Inc.                         Camera Digital Model 4STD PC
13103                               Control Systems                    Timeclock Kronos 480F 256K
</TABLE>


                                     Houston

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
2619                                Control Systems                    Timeclocks
12733                               Digital Connections                Wide Area Network - Wan
1026                                Southern Time                      Timeclocks
</TABLE>

<PAGE>   55



                                    Laredo

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
2620                                Control Systems                    Timeclocks
4110                                Control Systems                    Internal Commun. Board
7230                                Control Systems                    Software Close Up Customer
12166                               Digital Connections                Wide Area Network - Wan
12607                               Computer Discount
                                         Warehouse                     Novell Groupwise 5 Mailbox 10
12608                               Computer Discount
                                        Warehouse                      Novell Groupwise 5 Mailbox 10
12609                               Megabyte Business                  Printer ID Card Persona 2MB
1620                                Simplex                            Timeclock and Card Racks
</TABLE>


                                   Leavenworth

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
6729                                Control Systems                    Timeclock System SS Barcode
12738                               Digital Connections                Wide Area Network - Wan
</TABLE>


                                  Mineral Wells

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
9256                                Control Systems                    Timeclock Kronos 460F Barcode
</TABLE>


                                 West Tennessee

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
4184                                Control Systems                    Timeclock - Kronos
10659                               Control Systems                    Barcode Reader Kronos 460F
</TABLE>





<PAGE>   56


                                  T. Don Hutto

<TABLE>
<CAPTION>
Asset Number                        Vendor                             Description
------------                        ------                             -----------

<S>                                 <C>                                <C>
13024                               Control Systems                    Timeclock Kronos 480F 256K
13266                               Control Systems                    Software TKC250 V8B 1-User
</TABLE>