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                                                                    EXHIBIT 10.3




                          REGISTRATION RIGHTS AGREEMENT


                             DATED AS OF MAY 3, 2002


                                  BY AND AMONG


                       CORRECTIONS CORPORATION OF AMERICA
                                    AS ISSUER

                             CCA OF TENNESSEE, INC.
                         PRISON REALTY MANAGEMENT, INC.
                             CCA INTERNATIONAL, INC.
                TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.
                              TRANSCOR AMERICA, LLC

                                AS THE GUARANTORS


                                       AND


                              LEHMAN BROTHERS INC.
                          DEUTSCHE BANK SECURITIES INC.
                                 UBS WARBURG LLC
                         SG COWEN SECURITIES CORPORATION
                       BB&T CAPITAL MARKETS, A DIVISION OF
                          SCOTT AND STRONGFELLOW, INC.
                      FIRST ANALYSIS SECURITIES CORPORATION
                           JEFFERIES AND COMPANY, INC.
                            MCDONALD INVESTMENTS INC.
                        MORGAN LEWIS GUTHENS & AHN, INC.
                           SOUTHTRUST SECURITIES, INC.

                            AS THE INITIAL PURCHASERS


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        This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of May 3, 2002, by and among Corrections Corporation of America,
a Maryland corporation (the "COMPANY"), the subsidiaries listed on Schedule A
hereto (the "GUARANTORS"), and Lehman Brothers Inc., Deutsche Bank Securities
Inc., UBS Warburg LLC, SG Cowen Securities Corporation, BB&T Capital Markets, a
division of Scott and Strongfellow, Inc., First Analysis Securities Corporation,
Jefferies and Company, Inc., McDonald Investments Inc., Morgan Lewis Guthens &
Ahn, Inc., and SouthTrust Securities, Inc. (each an "INITIAL PURCHASER" and,
collectively, the "INITIAL PURCHASERS"), each of whom has agreed to purchase the
Company's 9?% Senior Notes due 2009 (the "NOTES") pursuant to the Purchase
Agreement (as defined below).

        This Agreement is entered into pursuant to the Purchase Agreement, dated
April 24, 2002, (the "PURCHASE AGREEMENT"), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Notes, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to them in the Indenture,
dated the date hereof, among the Company, the Guarantors and State Street Bank
and Trust Company, as Trustee, relating to the Notes and the Exchange Notes, as
the same may be amended, modified and/or supplemented from time to time (the
"INDENTURE").

        The parties hereby agree as follows:

SECTION 1. DEFINITIONS

        As used in this Agreement, the following capitalized terms shall have
the following meanings:

        ACT: The Securities Act of 1933, as amended.

        AFFILIATE: As defined in Rule 144 of the Act.

        BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

        CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

        CLOSING DATE: The date hereof.

        COMMISSION: The Securities and Exchange Commission.

        CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for purposes
of this Agreement upon the occurrence of each of the following: (a) the filing
and effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the
minimum period required pursuant to Section 3(b) hereof and (c) the delivery by
the Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal



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amount as the aggregate principal amount of Notes validly tendered by Holders
thereof pursuant to the Exchange Offer.

        CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

        EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.

        EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

        EXCHANGE NOTES: The Company's 9 7/8% Senior Notes due 2009, registered
under the Act, to be issued pursuant to the Indenture: (i) in the Exchange Offer
or (ii) as contemplated by Section 4 hereof.

        EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Notes
that are tendered by such Holders in connection with such exchange and issuance.

        EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus which forms a
part thereof.

        EXEMPT RESALES: The transactions in which the Initial Purchasers propose
to sell the Notes to certain "qualified institutional buyers," as such term is
defined in Rule 144A under the Act, and in compliance with Regulation S under
the Act.

        FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

        HOLDER: As defined in Section 2 hereof.

        PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

        RECOMMENCEMENT DATE: As defined in Section 6(e) hereof.

        REGISTRATION DEFAULT: As defined in Section 5 hereof.

        REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Exchange Notes and related
Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case (i) that is filed pursuant to the provisions of this
Agreement and (ii) including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.

        REGULATION S: Regulation S promulgated under the Act.


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        RULE 144: Rule 144 promulgated under the Act.

        SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

        SUSPENSION NOTICE: As defined in Section 6(e) hereof.

        TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.

        TRANSFER RESTRICTED SECURITIES: (i) Each Note and the related Subsidiary
Guarantees, until the earliest to occur of (a) the date on which such Note is
exchanged in the Exchange Offer for an Exchange Note which is entitled to be
resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Act, (b) the date on which such Note has been
disposed of in accordance with a Shelf Registration Statement, (c) the date on
which such Note is distributed to the public pursuant to Rule 144 under the Act
or (d) the date on which such Note is sold in any other manner that permits the
Company to remove the legend describing the transfer restrictions and (ii) each
Exchange Note and the related Subsidiary Guarantees acquired by a Broker-Dealer
in exchange for a Note acquired for its own account as a result of market making
activities or other trading activities until the date on which such Exchange
Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

        A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

        (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or Commission policy (after the procedures set forth in Section
6(a)(i) below have been complied with), the Company and the Guarantors shall (i)
cause the Exchange Offer Registration Statement to be filed with the Commission
as soon as practicable after the Closing Date, but in no event later than 90
days after the Closing Date (such 90th day being the "EXCHANGE OFFER FILING
DEADLINE"), (ii) use their commercially reasonable efforts to cause such
Exchange Offer Registration Statement to become effective at the earliest
possible time, but in no event later than 180 days after the Closing Date (such
180th day being the "EXCHANGE OFFER EFFECTIVENESS DEADLINE"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) unless the Exchange Offer would not be permitted by applicable law or
Commission policy, promptly after the effectiveness of such Exchange Offer
Registration Statement, commence and use their commercially reasonable efforts
to Consummate the Exchange Offer in the time set forth in Section 3(b). The
Exchange Offer shall be on the



                                       3
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appropriate form permitting (i) registration of the Exchange Notes to be offered
in exchange for the Notes that are Transfer Restricted Securities and (ii)
resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) as contemplated by Section
3(c) below.

        (b) The Company and the Guarantors shall use their respective
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 business days. The
Company and the Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Company and the Guarantors shall use their respective commercially
reasonable efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 30 business days thereafter or longer if
required by the federal securities laws (such 30th business day (as may be
extended) being the "EXCHANGE OFFER CONSUMMATION DEADLINE").

        (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

        Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the date on which the Exchange Offer is Consummated or
such shorter period as will


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terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. The Company shall provide sufficient
copies of the latest version of such Prospectus to such Broker-Dealers, promptly
upon request, and in no event later than two days after such request, at any
time during such period.

SECTION 4. SHELF REGISTRATION

        (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company prior to the
20th day following the Consummation of the Exchange Offer that (A) such Holder
was prohibited by law or Commission policy from participating in the Exchange
Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer
and holds Notes acquired directly from the Company or any of its Affiliates,
then the Company and the Guarantors shall:

                (x) use their commercially reasonable efforts to cause to be
        filed, on or prior to 30 days after the earlier of (i) the date on which
        the Company determines that the Exchange Offer Registration Statement
        cannot be filed as a result of clause (a)(i) above and (ii) the date on
        which the Company receives the notice specified in clause (a)(ii) above
        (such earlier date, the "SHELF FILING DEADLINE" and, together with the
        Exchange Offer Filing Deadline, the "FILING DEADLINES"), a shelf
        registration statement pursuant to Rule 415 under the Act (which may be
        an amendment to the Exchange Offer Registration Statement (the "SHELF
        REGISTRATION STATEMENT")), relating to all Transfer Restricted
        Securities; and

                (y) use their commercially reasonable efforts to cause such
        Shelf Registration Statement to become effective on or prior to 90 days
        after the Shelf Filing Deadline (such 90th day the "SHELF EFFECTIVENESS
        DEADLINE" and, together with the Exchange Offer Effectiveness Deadline,
        the "EFFECTIVENESS DEADLINES").

        If, after the Company has and the Guarantors have filed an Exchange
Offer Registration Statement that satisfies the requirements of Section 3(a)
above, the Company and the Guarantors are required to file and make effective a
Shelf Registration Statement solely because the Exchange Offer is not permitted
under applicable federal law or Commission policy (i.e., clause (a)(i) above),
then the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the
Company and the Guarantors shall remain obligated to meet the Shelf
Effectiveness Deadline set forth in clause (y).

        To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their commercially reasonable efforts


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to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented and amended as required by and subject to
the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resale of Notes by the Holders of Transfer Restricted
Securities entitled to the benefits of this Section 4(a) and to ensure that it
conforms with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(c)(i)) following
the Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant thereto.

        (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act or such other information as the Company may reasonably request for use
in connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. By its acceptance of
Transfer Restricted Securities, each Holder agrees to promptly furnish all
additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

        If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Exchange Offer
Consummation Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within two business days by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective within
five business days of filing such post-effective amendment to such Registration
Statement (each such event referred to in clauses (i) through (iv), a
"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and
severally agree to pay to each Holder of Transfer Restricted Securities affected
thereby liquidated damages in an amount equal to $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities held by such Holder for each
week or portion thereof that the Registration Default continues for the first
90-day period immediately following the occurrence of such Registration Default.
The amount of the liquidated damages shall increase by an additional $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of $.50 per week per
$1,000 in principal amount of Transfer Restricted Securities; provided that the
Company and the Guarantors shall in no event be required to pay liquidated
damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the


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Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

        All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

        (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective
commercially reasonable efforts to effect such exchange and to permit the resale
of Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer
that such Broker-Dealer acquired for its own account as a result of its market
making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

                (i) If, following the date hereof there has been announced a
        change in applicable law or Commission policy with respect to exchange
        offers such as the Exchange Offer, that in the reasonable opinion of
        counsel to the Company raises a question as to whether the Exchange
        Offer is permitted by applicable federal law, the Company and the
        Guarantors hereby agree to seek a no-action letter or other favorable
        decision from the Commission allowing the Company and the Guarantors to
        Consummate an Exchange Offer for such Transfer Restricted Securities.
        The Company and the Guarantors hereby agree to pursue the issuance of
        such a decision to the Commission staff level, but shall not be required
        to take commercially unreasonable action to effect a change of
        Commission policy. In connection with the foregoing, the Company and the
        Guarantors hereby agree to take all such other reasonable actions as may
        be requested by the Commission or otherwise required in connection with
        the issuance of such decision, including without limitation (A)
        participating in telephonic conferences with the Commission staff, (B)
        delivering to the Commission staff an analysis prepared by counsel to
        the Company setting forth the legal bases, if any, upon which such
        counsel has concluded that such an Exchange Offer should be permitted
        and (C) diligently pursuing a resolution (which need not be favorable)
        by the Commission staff.


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<PAGE>

                (ii) As a condition to its participation in the Exchange Offer
        pursuant to the terms of this Agreement, each Holder of Transfer
        Restricted Securities (including, without limitation, any Holder who is
        a Broker Dealer) shall furnish, upon the request of the Company, prior
        to the Consummation of the Exchange Offer, a written representation to
        the Company and the Guarantors (which may be contained in the letter of
        transmittal contemplated by the Exchange Offer Registration Statement)
        to the effect that (A) it is not an Affiliate of the Company, (B) it is
        not engaged in, and does not intend to engage in, and has no arrangement
        or understanding with any person to participate in, a distribution of
        the Exchange Notes to be issued in the Exchange Offer and (C) it is
        acquiring the Exchange Notes in its ordinary course of business. In
        addition, all such Holders of Transfer Restricted Securities shall
        otherwise cooperate in the Company's preparations for the Exchange
        Offer. Each Holder using the Exchange Offer to participate in a
        distribution of the Exchange Notes will be required to acknowledge and
        agree that, if the resales are of Exchange Notes obtained by such Holder
        in exchange for Notes acquired directly from the Company or an Affiliate
        thereof, it (1) could not, under Commission policy as in effect on the
        date of this Agreement, rely on the position of the Commission
        enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
        Exxon Capital Holdings Corporation (available May 13, 1988), as
        interpreted in the Commission's letter to Shearman & Sterling dated July
        2, 1993, and similar no-action letters (including, if applicable, any
        no-action letter obtained pursuant to clause (i) above), and (2) must
        comply with the registration and prospectus delivery requirements of the
        Act in connection with a secondary resale transaction and that such a
        secondary resale transaction must be covered by an effective
        registration statement containing the selling security holder
        information required by Item 507 or 508, as applicable, of Regulation
        S-K.

                (iii) Prior to effectiveness of the Exchange Offer Registration
        Statement, the Company and the Guarantors shall provide a supplemental
        letter to the Commission (A) stating that the Company and the Guarantors
        are registering the Exchange Offer in reliance on the position of the
        Commission enunciated in Exxon Capital Holdings Corporation (available
        May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
        interpreted in the Commission's letter to Shearman & Sterling dated July
        2, 1993, and, if applicable, any no-action letter obtained pursuant to
        clause (i) above, (B) including a representation that neither the
        Company nor any Guarantor has entered into any arrangement or
        understanding with any person to distribute the Exchange Notes to be
        received in the Exchange Offer and that, to the best of the Company's
        and each Guarantor's information and belief, each Holder participating
        in the Exchange Offer is acquiring the Exchange Notes in its ordinary
        course of business and has no arrangement or understanding with any
        Person to participate in the distribution of the Exchange Notes received
        in the Exchange Offer and (C) any other undertaking or representation
        required by the Commission as set forth in any no-action letter obtained
        pursuant to clause (i) above, if applicable.

        (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:


                                       8
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                (i) comply with all the provisions of Section 6(c) and 6(d)
        below and use their respective commercially reasonable efforts to effect
        such registration to permit the sale of the Transfer Restricted
        Securities being sold in accordance with the intended method or methods
        of distribution thereof (as indicated in the information furnished to
        the Company pursuant to Section 4(b) hereof), and pursuant thereto the
        Company and the Guarantors will prepare and file with the Commission a
        Registration Statement relating to the registration on any appropriate
        form under the Act, which form shall be available for the sale of the
        Transfer Restricted Securities in accordance with the intended method or
        methods of distribution thereof within the time periods and otherwise in
        accordance with the provisions hereof; and

                (ii) issue, upon the request of any Holder or purchaser of Notes
        covered by any Shelf Registration Statement contemplated by this
        Agreement, Exchange Notes having an aggregate principal amount equal to
        the aggregate principal amount of Notes sold pursuant to the Shelf
        Registration Statement and surrendered to the Company for cancellation;
        the Company and the Guarantors shall register Exchange Notes and the
        related Subsidiary Guarantees on the Shelf Registration Statement for
        this purpose and issue the Exchange Notes to the purchaser(s) of
        securities subject to the Shelf Registration Statement in the names as
        such purchaser(s) shall designate.

        (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

                (i) use their respective commercially reasonable efforts to keep
        such Registration Statement continuously effective and provide all
        requisite financial statements for the period specified in Section 3 or
        4 of this Agreement, as applicable. Upon the occurrence of any event
        that would cause any such Registration Statement or the Prospectus
        contained therein (A) to contain an untrue statement of material fact or
        omit to state any material fact necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading or (B) not to be effective and usable for resale of Transfer
        Restricted Securities during the period required by this Agreement, the
        Company and the Guarantors shall file promptly an appropriate amendment
        to such Registration Statement curing such defect, and, if Commission
        review is required, use their respective commercially reasonable efforts
        to cause such amendment to be declared effective as soon as practicable;
        if at any time the Commission shall issue any stop order suspending the
        effectiveness of any Registration Statement, or any state securities
        commission or other regulatory authority shall issue an order suspending
        the qualification or exemption from qualification of the Transfer
        Restricted Securities under state securities or Blue Sky laws, the
        Company and the Guarantors shall use their respective commercially
        reasonable efforts to obtain the withdrawal or lifting of such order at
        the earliest possible time;

                (ii) prepare and file with the Commission such amendments and
        post-effective amendments to the applicable Registration Statement as
        may be necessary to keep such Registration Statement effective for the
        applicable period set forth in Section 3 or 4 hereof, as the case may be
        or such shorter period as will terminate when all Transfer Restricted
        Securities covered by such Registration Statement have been sold; cause
        the


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<PAGE>

        Prospectus to be supplemented by any required Prospectus supplement, and
        as so supplemented to be filed pursuant to Rule 424 under the Act, and
        to comply fully with Rules 424, 430A and 462, as applicable, under the
        Act in a timely manner; and comply with the provisions of the Act with
        respect to the disposition of all securities covered by such
        Registration Statement during the applicable period in accordance with
        the intended method or methods of distribution by the sellers thereof
        set forth in such Registration Statement or supplement to the
        Prospectus;

                (iii) in connection with any sale of Transfer Restricted
        Securities that will result in such securities no longer being Transfer
        Restricted Securities, use commercially reasonable efforts to cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Transfer Restricted Securities to be sold and
        not bearing any restrictive legends; and to use commercially reasonable
        efforts to register such Transfer Restricted Securities in such
        denominations and such names as the selling Holders may request at least
        two business days prior to such sale of Transfer Restricted Securities;

                (iv) use their respective commercially reasonable efforts to
        cause the disposition of the Transfer Restricted Securities covered by
        the Registration Statement to be registered with or approved by such
        other governmental agencies or authorities as may be necessary to enable
        the seller or sellers thereof to consummate the disposition of such
        Transfer Restricted Securities; provided, however, that neither the
        Company nor any Guarantor shall be required to register or qualify as a
        foreign corporation where it is not now so qualified or to take any
        action that would subject it to the service of process in suits or to
        taxation, other than as to matters and transactions relating to the
        Registration Statement, in any jurisdiction where it is not now so
        subject;

                (v) provide a CUSIP number for all Transfer Restricted
        Securities not later than the effective date of a Registration Statement
        covering such Transfer Restricted Securities and provide the Trustee
        under the Indenture with certificates for the Transfer Restricted
        Securities which are in a form eligible for deposit with The Depository
        Trust Company;

                (vi) otherwise use their respective commercially reasonable
        efforts to comply with all applicable rules and regulations of the
        Commission, and make generally available to its security holders as soon
        as practical with regard to any applicable Registration Statement, as
        soon as practicable, a consolidated earnings statement meeting the
        requirements of Rule 158 (which need not be audited) covering a
        twelve-month period beginning after the effective date of the
        Registration Statement (as such term is defined in paragraph (c) of Rule
        158 under the Act); and

                (vii) cause the Indenture to be qualified under the TIA not
        later than the effective date of the first Registration Statement
        required by this Agreement and, in connection therewith, cooperate with
        the Trustee and the Holders to effect such changes to the Indenture as
        may be required for such Indenture to be so qualified in accordance with
        the terms of the TIA; and execute and use their respective commercially
        reasonable efforts to cause the Trustee to execute, all documents that
        may be required to effect such



                                       10
<PAGE>

        changes and all other forms and documents required to be filed with the
        Commission to enable such Indenture to be so qualified in a timely
        manner.

        (d) Additional Provisions Applicable to Shelf Registration Statements
and Certain Exchange Offer Prospectuses. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and to
the extent that an Initial Purchaser has notified the Company that it is a
holder of Exchange Notes that are Transfer Restricted Securities (for so long as
such Exchange Notes are Transfer Restricted Securities or for the period
provided in Section 3, whichever is shorter), the Company and the Guarantors
shall:

                (i) advise each Holder promptly and, if requested by such
        Holder, confirm such advice in writing, (A) when the Prospectus or any
        Prospectus supplement or post-effective amendment has been filed, and,
        with respect to any applicable Registration Statement or any
        post-effective amendment thereto, when the same has become effective,
        (B) of any request by the Commission for amendments to the Registration
        Statement or amendments or supplements to the Prospectus or for
        additional information relating thereto, (C) of the issuance by the
        Commission of any stop order suspending the effectiveness of the
        Registration Statement under the Act or of the suspension by any state
        securities commission of the qualification of the Transfer Restricted
        Securities for offering or sale in any jurisdiction, or the initiation
        of any proceeding for any of the preceding purposes, (D) of the
        existence of any fact or the happening of any event that makes any
        statement of a material fact made in the Registration Statement, the
        Prospectus, any amendment or supplement thereto or any document
        incorporated by reference therein untrue, or that requires the making of
        any additions to or changes in the Registration Statement in order to
        make the statements therein, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
        THEY WERE MADE, not misleading, or that requires the making of any
        additions to or changes in the Prospectus in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading;

                (ii) if any fact or event contemplated by Section 6(d)(i)(D)
        above shall exist or have occurred, prepare a supplement or
        post-effective amendment to the Registration Statement or related
        Prospectus or any document incorporated therein by reference or file any
        other required document so that, as thereafter delivered to the
        purchasers of Transfer Restricted Securities, the Prospectus will not
        contain an untrue statement of a material fact or omit to state any
        material fact necessary to make the statements therein, in the light of
        the circumstances under which they were made, not misleading;

                (iii) furnish to each Holder in connection with such exchange or
        sale, if any, before filing with the Commission, copies of any
        Registration Statement or any Prospectus included therein (except the
        Prospectus included in the Exchange Offer Registration Statement at the
        time it was declared effective) or any amendments or supplements to any
        such Registration Statement or Prospectus (including all documents
        incorporated by reference after the initial filing of such Registration
        Statement), which documents will be subject to the review and comment of
        such Holders in connection with such sale, if any, for a period of at
        least five business days, and the Company will not file any such
        Registration Statement or Prospectus or any amendment or supplement to
        any such Registration Statement or Prospectus (including all such
        documents incorporated by


                                       11
<PAGE>



        reference) to which such Holders shall reasonably object within five
        business days after the receipt thereof. With respect this Section
        6(d)(iii), a Holder shall be deemed to have reasonably objected to such
        filing if such Registration Statement, amendment, Prospectus or
        supplement, as applicable, as proposed to be filed, contains an untrue
        statement of a material fact or omits to state any material fact
        necessary to make the statements therein not misleading or fails to
        comply with the applicable requirements of the Act, except, in each
        case, where such untrue statement or omission of a material fact is made
        in any proposed Registration Statement, amendment, Prospectus or
        supplement, as applicable, in reliance upon and in conformity with
        written information furnished to the Company or any Guarantor by or on
        behalf of such Holder specifically for inclusion therein and the Company
        and each Guarantor have otherwise complied with this Section 6(d)(iii)
        with respect to such proposed Registration Statement, amendment,
        Prospectus or supplement, as applicable;

                (iv) promptly prior to the filing of any document that is to be
        incorporated by reference into AN EXCHANGE OFFER Registration Statement
        or Prospectus CONTAINED THEREIN, provide copies of such document to each
        Holder THAT IS AN INITIAL PURCHASER in connection with such exchange or
        sale, if any, make the Company's and the Guarantors' representatives
        available for discussion of such document and other customary due
        diligence matters, and include such information in such document prior
        to the filing thereof as such Holders THAT ARE INITIAL PURCHASERS may
        reasonably request;

                (v) subject to an express agreement of confidentiality, make
        available, at reasonable times, for inspection by each Holder and any
        attorney or accountant retained by such Holders, all financial and other
        records, pertinent corporate documents of the Company and the Guarantors
        and cause the Company's and the Guarantors' officers, directors and
        employees to supply all information reasonably requested by any such
        Holder, attorney or accountant in connection with such Registration
        Statement or any pre-effective amendment thereto subsequent to the
        filing thereof and prior to its effectiveness;

                (vi) if requested by any Holders in connection with such
        exchange or sale, promptly incorporate in any Registration Statement or
        Prospectus, pursuant to a supplement or post-effective amendment if
        necessary, such information as such Holders may reasonably request to
        have included therein, including, information relating to the "Plan of
        Distribution" of the Transfer Restricted Securities; and make all
        required filings of such Prospectus supplement or post-effective
        amendment as soon as practicable after the Company is notified of the
        matters to be included in such Prospectus supplement or post-effective
        amendment;

                (vii) furnish to each Holder in connection with such exchange or
        sale without charge, at least one copy of the Registration Statement, as
        first filed with the Commission, and of each amendment thereto,
        including all documents incorporated by reference therein and all
        exhibits (including exhibits incorporated therein by reference);

                (viii) deliver to each Holder without charge, as many copies of
        the Prospectus (including each preliminary prospectus) and any amendment
        or supplement thereto as



                                       12
<PAGE>

        such Persons reasonably may request; the Company and the Guarantors
        hereby consent to the use (in accordance with law) of the Prospectus and
        any amendment or supplement thereto by each selling Holder in connection
        with the offering and the sale of the Transfer Restricted Securities
        covered by the Prospectus or any amendment or supplement thereto;

                (ix) upon the request of any Holder, enter into such agreements
        (including underwriting agreements in a form customary for similar
        transactions) and make such representations and warranties and take all
        such other actions in connection therewith in order to expedite or
        facilitate the disposition of the Transfer Restricted Securities
        pursuant to any applicable Registration Statement contemplated by this
        Agreement as may be reasonably requested by any Holder in connection
        with any sale or resale pursuant to any applicable Registration
        Statement. In such connection, the Company and the Guarantors shall:

                        (A) upon request of any Holder, furnish (or in the case
                of paragraphs (2) and (3), use their respective commercially
                reasonable efforts to cause to be furnished) to each Holder,
                upon Consummation of the Exchange Offer or upon the
                effectiveness of the Shelf Registration Statement, as the case
                may be:

                                (1) a certificate, dated such date, signed on
                        behalf of the Company and each Guarantor by (x) the
                        President or any Vice President and (y) a principal
                        financial or accounting officer of the Company and such
                        Guarantor, confirming, as of the date thereof, the
                        matters set forth in Sections 2(h), 2(i) and 7(j) of the
                        Purchase Agreement and such other similar matters as
                        such Holders may reasonably request;

                                (2) an opinion, dated the date of Consummation
                        of the Exchange Offer or the date of effectiveness of
                        the Shelf Registration Statement, as the case may be, of
                        counsel for the Company and the Guarantors covering
                        matters similar to those set forth in paragraph (c) of
                        Section 7 of the Purchase Agreement and such other
                        matters as such Holder may request as are commercially
                        reasonable, and in any event including a statement to
                        the effect that such counsel has participated in
                        conferences with officers and other representatives of
                        the Company and the Guarantors and has considered the
                        matters required to be stated therein and the statements
                        contained therein, although such counsel has not
                        independently verified the accuracy, completeness or
                        fairness of such statements; and that such counsel
                        advises that, on the basis of the foregoing (relying as
                        to materiality upon facts provided to such counsel by
                        officers and other representatives of the Company and
                        without independent check or verification), no facts
                        came to such counsel's attention that caused such
                        counsel to believe that the applicable Registration
                        Statement, at the time such Registration Statement or
                        any post-effective amendment thereto became effective
                        and, in the case of the Exchange Offer Registration
                        Statement, as of the date of Consummation of the
                        Exchange Offer, contained an untrue statement of a
                        material fact or


                                       13
<PAGE>

                        omitted to state a material fact required to be stated
                        therein or necessary to make the statements, therein in
                        light of the circumstances under which they were made,
                        not misleading, or that the Prospectus contained in such
                        Registration Statement as of its date and, in the case
                        of the opinion dated the date of Consummation of the
                        Exchange Offer, as of the date of Consummation,
                        contained an untrue statement of a material fact or
                        omitted to state a material fact necessary in order to
                        make the statements therein, in the light of the
                        circumstances under which they were made, not
                        misleading. Without limiting the foregoing, such counsel
                        may state further that such counsel assumes no
                        responsibility for, and has not independently verified,
                        the accuracy, completeness or fairness of the financial
                        statements, notes and schedules and other financial and
                        accounting data included in any Registration Statement
                        contemplated by this Agreement or the related
                        Prospectus; and

                                (3) a customary comfort letter, dated the date
                        of Consummation of the Exchange Offer, or as of the date
                        of effectiveness of the Shelf Registration Statement, as
                        the case may be, from the Company's independent
                        accountants at such time, in the customary form and
                        covering matters of the type customarily covered in
                        comfort letters to underwriters in connection with
                        underwritten offerings, and affirming the matters set
                        forth in the comfort letters delivered pursuant to
                        Section 7(e) of the Purchase Agreement (provided, that
                        if such a letter is unable to be delivered by Arthur
                        Andersen LLP or another auditing firm of national
                        reputation, such a failure shall not result in a
                        violation of this Agreement if financial due diligence
                        with respect to the Company is completed in the
                        reasonable satisfaction of such Holder); and

                        (B) deliver such other documents and certificates as may
                be reasonably requested by the selling Holders to evidence
                compliance with the matters covered in clause (A) above and with
                any customary conditions contained in any agreement entered into
                by the Company and the Guarantors pursuant to this clause (ix);

                (x) prior to any public offering of Transfer Restricted
        Securities, cooperate with the selling Holders that are Initial
        Purchasers and their counsel in connection with the registration and
        qualification of the Transfer Restricted Securities under the securities
        or Blue Sky laws of such jurisdictions as the selling Holders may
        reasonably request and do any and all other acts or things reasonably
        necessary or advisable to enable the disposition in such jurisdictions
        of the Transfer Restricted Securities covered by the applicable
        Registration Statement; provided, however, that neither the Company nor
        any Guarantor shall be required to register or qualify as a foreign
        corporation where it is not now so qualified or to take any action that
        would subject it to the service of process in suits or to taxation,
        other than as to matters and transactions relating to the Registration
        Statement, in any jurisdiction where it is not now so subject; and


                                       14
<PAGE>

                (xi) provide promptly to each Holder, upon request, each
        document filed with the Commission pursuant to the requirements of
        Section 13 or Section 15(d) of the Exchange Act.

        (e) Restrictions on Holders. Each Holder's acquisition of a Transfer
Restricted Security constitutes such Holder's agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) or any notice from the Company of
the existence of any fact of the kind described in Section 6(d)(i)(D) hereof (in
each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or
(ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
shall be required to either (i) destroy any Offering Memoranda, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Offering Memoranda or (ii) deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such Holder's possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice. The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the
Recommencement Date.

SECTION 7. REGISTRATION EXPENSES

        (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses,
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors and one counsel for the Holders of
Transfer Restricted Securities which shall be Latham & Watkins or such other
counsel as may be selected by a majority of such Holders; (v) all application
and filing fees in connection with listing the Exchange Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).

        The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.


                                       15
<PAGE>

        (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Notes into in the Exchange Offer and/or selling or
reselling Notes or Exchange Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Latham & Watkins unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

SECTION 8. INDEMNIFICATION

        (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
reasonable legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Exchange Notes or registered Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided, however,
that the Company and the Guarantors shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any such Registration Statement or any Prospectus
forming part thereof or in any such amendment or supplement in reliance upon and
in conformity with written information relating to any of the Holders furnished
in writing to the Company or any Guarantor by or on behalf of any Holder
specifically for inclusion therein.

        (b) By its acquisition of Transfer Restricted Securities, each Holder of
Transfer Restricted Securities agrees, severally and not jointly, to indemnify
and hold harmless the Company and the Guarantors, and their respective directors
and officers, and each person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Company or the
Guarantors to the same extent as the foregoing indemnity from the Company and
the Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.


                                       16
<PAGE>

        (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised in writing by such
counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of the indemnified party). In any such case, the
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties and all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by a
majority of the Holders, in the case of the parties indemnified pursuant to
Section 8(a), and by the Company and the Guarantors, in the case of parties
indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if the settlement is entered into more than 30 business days after the
indemnifying party shall have received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party) and, prior to the
date of such settlement, the indemnifying party shall have failed to comply with
such reimbursement request. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

        (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such



                                       17
<PAGE>

indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
judgments (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors on the one hand, and the
Holders, on the other hand, from their initial sale of Transfer Restricted
Securities (or in the case of Exchange Notes that are Transfer Restricted
Securities, the sale of the Notes for which such Exchange Notes were exchanged)
or (ii) if the allocation provided by clause 8(d)(i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on
the other hand, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Guarantors, on the one hand, and of the Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or such
Guarantor, on the one hand, or by the Holder, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and judgments
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

        The Company, the Guarantors and, by its acquisition of Transfer
Restricted Securities, each Holder agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.


                                       18
<PAGE>

SECTION 9. RULE 144A AND RULE 144

        The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15(d) of the Exchange Act, to use its commercially reasonable
efforts to make all filings required thereby in a timely manner in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

        (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantor's obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

        (b) No Inconsistent Agreements. The Company and the Guarantors will not,
on or after the date of this Agreement, enter into any agreement with respect to
its their respective securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof
The Company and the Guarantors have not previously entered into any agreement
granting any registration rights with respect to their respective securities to
any Person that would require such securities to be included in any Registration
Statement filed hereunder. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's and the Guarantors' securities under any agreement in
effect on the date hereof.

        (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to



                                       19
<PAGE>

such Exchange Offer, may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

        (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect their rights hereunder.

        (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                (i) if to a Holder, at the address set forth on the records of
        the Registrar under the Indenture, with a copy to the Registrar under
        the Indenture; and

                (ii) if to the Company or any of the Guarantors:

                     Corrections Corporation of America
                     10 Burton Hills Boulevard
                     Nashville, Tennessee 37215
                     Attention: Irving E. Lingo, Jr.
                     Facsimile: (615) 263-3170

                     with a copy to

                     Stokes Bartholomew Evans & Petree P.A.
                     424 Church Street, Suite 2800
                     Nashville, Tennessee 37219
                     Attention: Elizabeth E. Moore, Esq.
                     Facsimile: (615) 259-1470

        All such notices and communications shall be deemed to have been duly
given at the time delivered by hand; when receipt acknowledged, if sent by mail;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

        (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be


                                       20
<PAGE>

held subject to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

        (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

        (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

        (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

        (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.




                                       21
<PAGE>

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

                           CORRECTIONS CORPORATION OF AMERICA

                           By:   /s/ John D. Ferguson
                                 --------------------------------------------
                                 Name:  John D. Ferguson
                                 Title: Chief Executive Officer and President



                           CCA OF TENNESSEE, INC.

                           By:   /s/ Irving E. Lingo, Jr.
                                 --------------------------------------------
                                 Name:  Irving E. Lingo, Jr.
                                 Title: Executive Vice President and
                                        Chief Financial Officer

                           PRISON REALTY MANAGEMENT, INC.

                           By:   /s/ Irving E. Lingo, Jr.
                                 --------------------------------------------
                                 Name:  Irving E. Lingo, Jr.
                                 Title: Executive Vice President and
                                        Chief Financial Officer

                           CCA INTERNATIONAL, INC.

                           By:   /s/ Irving E. Lingo, Jr.
                                 --------------------------------------------
                                 Name:  Irving E. Lingo, Jr.
                                 Title: Executive Vice President and
                                        Chief Financial Officer




                                       22
<PAGE>






                               TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.

                               By:   /s/ Irving E. Lingo, Jr.
                                     -------------------------------------------
                                     Name:  Irving E. Lingo, Jr.
                                     Title: Executive Vice President and
                                            Chief Financial Officer

                               TRANSCOR AMERICA, LLC

                               By:   /s/ Todd Mullenger
                                     -------------------------------------------
                                     Name:  Todd Mullenger
                                     Title: Vice President, Treasurer







                                       23

<PAGE>



LEHMAN BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
UBS WARBURG LLC
SG COWEN SECURITIES CORPORATION
BB&T CAPITAL MARKETS, A DIVISION OF
    SCOTT AND STRONGFELLOW, INC.
FIRST ANALYSIS SECURITIES CORPORATION
JEFFERIES AND COMPANY, INC.
MCDONALD INVESTMENTS INC.
MORGAN LEWIS GUTHENS & AHN, INC.
SOUTHTRUST SECURITIES, INC.,
AS THE INITIAL PURCHASERS

By LEHMAN BROTHERS INC., as Authorized Representative

By:    /s/ Edward Conway
      -----------------------------------------------
      Name: Edward Conway
      Title: Managing Director








                                       24
<PAGE>





                                   SCHEDULE A

GUARANTORS

CCA of Tennessee, Inc.
Prison Realty Management, Inc.
CCA International, Inc.
Technical and Business Institute of America, Inc.
Transcor America, LLC