<Page>

                                                                    Exhibit 10.1

                                                                         (TEXAS)

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                           PREMISES TRANSFER AGREEMENT

                              Dated August 14, 2001

                                      among

                             CORNELL COMPANIES, INC.

                      CORNELL CORRECTIONS OF GEORGIA, L.P.

                      CORNELL CORRECTIONS OF OKLAHOMA, INC.

                       CORNELL CORRECTIONS OF TEXAS, INC.

                                       AND

                                WBP LEASING, INC.

                                 as Transferors


                                       and


                       MUNICIPAL CORRECTIONS FINANCE, L.P.

                                  as Transferee


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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Background.....................................................................1
         A.       Definitions..................................................1
         B.       Transfer of the Premises.....................................1
Statement of Agreement.........................................................2
                  Section 1.        Transfer of the Premises...................3
                  Section 2.        Contractual Condemnation Rights............3
                  Section 3.        Payment of Acquisition Price...............6
                  Section 4.        Acceptance by MCF..........................6
                  Section 5.        Representations and Warranties.............8
                  Section 6.        Documentation of Transfers................10
                  Section 7.        Further Assurances........................10
                  Section 8.        Notices...................................10
                  Section 9.        Entire Agreement..........................10
                  Section 10.       Severability; Headings....................10
                  Section 11.       Assignment................................11
                  Section 12.       No Waiver; Cumulative Remedies............11
                  Section 13.       Counterparts..............................11
                  Section 14.       Third Party Beneficiaries.................11
                  Section 15.       No Petition...............................11
                  Section 16.       Governing Law.............................11
                  Section 17.       Allocation of Acquisition Price...........12
</Table>


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                           PREMISES TRANSFER AGREEMENT

         This Premises Transfer Agreement (the "AGREEMENT") is entered into on
August 14, 2001, by and among Cornell Companies, Inc., a corporation organized
and existing under the laws of the State of Delaware ("CORNELL"), Cornell
Corrections of Georgia, L.P., a limited partnership organized and existing under
the laws of the State of Delaware ("CORNELL-GEORGIA"), Cornell Corrections of
Oklahoma, Inc., a corporation organized and existing under the laws of the State
of Delaware ("CORNELL-OKLAHOMA"), Cornell Corrections of Texas, Inc., a
corporation organized and existing under the laws of the State of Delaware
("CORNELL-TEXAS"), WBP Leasing, Inc., a corporation organized and existing under
the laws of the State of Delaware ("WBP LEASING") (Cornell-Georgia,
Cornell-Texas, Cornell-Oklahoma and WBP Leasing are hereinafter collectively
referred to as the "SELLING CORNELL AFFILIATES" and sometimes individually as a
"SELLING CORNELL AFFILIATE") and Municipal Corrections Finance, L.P., a limited
partnership organized and existing under the laws of the State of Delaware
("MCF").

                                   BACKGROUND

         The following statements are the mutual representations of the parties
with respect to certain factual matters forming the basis for this Agreement and
are an integral part of this Agreement.

         A.     DEFINITIONS. Capitalized terms not specifically defined in
this Agreement shall have the meanings assigned to them in the Indenture, as
supplemented by the First Series Supplement thereto (as amended, modified or
restated from time to time, the "INDENTURE"), each dated as of August 1, 2001
relating to the Taxable Revenue Bonds, Series 2001 (the "BONDS") and each being
by and between MCF as Issuer and The Chase Manhattan Bank, as trustee (the
"TRUSTEE") and securities intermediary (the "SECURITIES INTERMEDIARY").

         B.     TRANSFER OF THE PREMISES. Cornell and the Selling Cornell
Affiliates have each sold and transferred all of their respective ownership
interest in and to the Premises (as hereinafter defined) to MCF pursuant to the
terms of the following agreements:

                  (i)    that certain Limited Warranty Deed (the "D. RAYMOND
         JAMES GEORGIA DEED") dated August 14, 2001, executed by
         Cornell-Georgia, in favor of MCF;

                  (ii)   that certain Warranty Deed (the "CORDOVA, ALASKA
         DEED") dated August 14, 2001, executed by WBP Leasing, in favor of MCF;

                  (iii)  that certain Warranty Deed (the "PARKVIEW, ALASKA
         DEED") dated August 14, 2001, executed by WBP Leasing in favor of MCF;

                  (iv)   that certain Warranty Deed (the "TUNDRA, ALASKA
         DEED") dated August 14, 2001, executed by WBP Leasing in favor of MCF;


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                  (v)    that certain Limited Warranty Deed (the "OHIO
         DEED") dated August 14, 2001, executed by WBP Leasing in favor of MCF;

                  (vi)   that certain Deed (the "MARIENVILLE, PENNSYLVANIA
         DEED") dated August 14, 2001, executed by WBP Leasing in favor of MCF;

                  (vii)  that certain Special Warranty Deed (the "GRIFFIN
         CENTER, TEXAS DEED") dated August 14, 2001, executed by Cornell-Texas,
         in favor of MCF;

                  (viii) that certain Special Warranty Deed (the "REID, TEXAS
         DEED") dated August 14, 2001, executed by Cornell in favor of MCF;

                  (ix)   that certain Special Warranty Deed (the "LEIDEL,
         TEXAS DEED") dated August 14, 2001, executed by Cornell-Texas in favor
         of MCF;

                  (x)    that certain Assignment and Assumption of Leases
         (the "BIG SPRING ASSIGNMENT") dated August 14, 2001, executed by
         Cornell-Texas in favor of MCF, assigning all right, title and interest
         of Cornell-Texas in and to those leases and subleases described on
         Exhibit A thereto (as amended from time to time, the "BIG SPRING
         COMPLEX LEASES") with The City of Big Spring, Texas (the "BIG SPRING
         CENTER LANDLORD");

                  (xi)   that certain Assignment and Assumption of Lease
         (the "GREAT PLAINS ASSIGNMENT") dated August 14, 2001, executed by
         Cornell-Oklahoma, in favor of MCF, assigning all right, title and
         interest of Cornell-Oklahoma in and to that certain lease described on
         Exhibit A thereto (as amended from time to time, the "GREAT PLAINS
         LEASE") with the Hinton Economic Development Authority (the "GREAT
         PLAINS LANDLORD"); and

                  (xii)  that certain Assignment of Access Easement (Big
         Spring, Texas) (the "ASSIGNMENT OF EASEMENT") dated August 14, 2001,
         executed by Cornell, in favor of MCF.

         The D. Raymond James Georgia Deed, the Cordova, Alaska Deed, the
         Parkview, Alaska Deed, the Tundra, Alaska Deed, the Ohio Deed, the
         Marienville, Pennsylvania Deed, the Griffin Center, Texas Deed, the
         Reid, Texas Deed, the Liedel, Texas Deed, the Big Spring Assignment,
         the Great Plains Assignment and the Assignment of Easement may be
         hereinafter referred to from time to time collectively as the
         "CONVEYANCE DOCUMENTS" and the land, facilities and premises sold and
         assigned by each such Conveyance Document may be hereinafter referred
         to from time to time collectively as the "PREMISES." The Premises are
         more particularly described on EXHIBIT A attached hereto and
         incorporated herein for all purposes.

                             STATEMENT OF AGREEMENT

         The parties, each in consideration of the promises of the other and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:


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         Section 1.      TRANSFER OF THE PREMISES.

         (a)      By execution of this Agreement, Cornell and the Selling
                  Cornell Affiliates each hereby acknowledge that, pursuant to
                  the Conveyance Documents, it has fully, completely and
                  absolutely transferred, assigned, set over, granted, sold and
                  otherwise conveyed to MCF all of its respective right, title
                  and interest, of whatever kind and nature, in and to the
                  Premises owned by each, including, without limitation, all
                  improvements, fixtures, equipment and supplies located thereon
                  and all rights and privileges appertaining thereto.

         (b)      In connection with such transfer, Cornell and the Selling
                  Cornell Affiliates each further agree to record and file, at
                  its own expense, the Conveyance Documents in such manner and
                  in such jurisdictions as are necessary to perfect the sale,
                  transfer and assignment of its respective Premises to MCF and
                  to deliver a file-stamped copy of such Conveyance Documents or
                  other evidence of such filings to MCF and the Trustee on or
                  promptly after the date of issuance of the Bonds pursuant to
                  the Indenture. MCF agrees to record such Conveyance Documents
                  and to make any other filings in connection with such transfer
                  as are necessary or required to perfect the transfer of the
                  Premises, should Cornell or any of the Selling Cornell
                  Affiliates fail to do so, all at the cost and expense of
                  Cornell or such Selling Cornell Affiliate. The Trustee and MCF
                  shall be entitled to rely upon the filings made by Cornell and
                  the Selling Cornell Affiliates.

         (c)      In connection with such transfer, Cornell and the Selling
                  Cornell Affiliates each further agree, at its own respective
                  expense, on or prior to the Closing Date, to indicate in its
                  books and records that the Premises owned by each have been
                  sold to MCF pursuant to the Conveyance Documents.

         Section 2.      CONTRACTUAL CONDEMNATION RIGHTS.

         (a)      The parties hereto recognize and agree that the Great Plains
                  Correctional Facility and the D. Raymond James Prison are
                  burdened and benefited by certain rights imposed by the
                  Oklahoma Department of Corrections and the Georgia Department
                  of Corrections (the "CONTRACTUAL CONDEMNATION RIGHTS"), as
                  more fully described as follows:

                  (1)      GREAT PLAINS CORRECTIONAL FACILITY. The Hinton
                           Economic Development Authority (the "AUTHORITY") is
                           the owner of the real estate and facility at Hinton,
                           Oklahoma, which is a correctional facility (the
                           "GREAT PLAINS CORRECTIONAL FACILITY") and which
                           houses medium-security offenders pursuant to that
                           certain Correctional Services Contract between the
                           Authority and the State of Oklahoma Department of
                           Corrections ("STATE OF OKLAHOMA"), dated July 1, 1998
                           (as amended, modified, restated, or extended, the
                           "OKLAHOMA PRISONER SERVICE CONTRACT"). The Authority
                           subleased the Facility to Cornell-Oklahoma pursuant
                           to that certain Lease Agreement dated December 31,
                           1999 (as amended, modified, restated, or extended,
                           the "HINTON SUBLEASE") among the Authority, as
                           sublessor, the


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                           Town of Hinton, Oklahoma and Cornell-Oklahoma, as
                           assigned to MCF pursuant to the Great Plains
                           Assignment. Pursuant to Section 2.3 of the Oklahoma
                           Prisoner Service Contract (and as required by
                           Oklahoma law, 57 Okla. Stat. Ann. Section 561.1, for
                           all private prison contractors), the State of
                           Oklahoma requires an option from any then owner of
                           the Great Plains Correctional Facility to purchase
                           such facility (the "OKLAHOMA PURCHASE OPTION") upon
                           at least 120 days notice and exercisable annually at
                           the beginning of each fiscal year at a purchase price
                           of fair market value determined using a cost approach
                           (the "OKLAHOMA OPTION PRICE"). However, in the event
                           the statutory provision requiring such purchase
                           option is repealed, Section 2.3 of the Oklahoma
                           Prisoner Service Contract is voided. The State of
                           Oklahoma further requires Cornell-Oklahoma as
                           operator (and any successor operator) thereunder to
                           procure legal documentation from the then owner of
                           the Great Plains Correctional Facility to the effect
                           that such owner recognizes the Oklahoma Purchase
                           Option. In furtherance thereof, the Authority
                           required and Cornell-Oklahoma agreed that Section
                           13.01 of the Hinton Sublease would satisfy the State
                           of Oklahoma's requirement. Pursuant to Section 2.4 of
                           the Oklahoma Prisoner Service Contract, if the
                           current owner sells, the new owner of the Great
                           Plains Correctional Facility takes subject to the
                           Oklahoma Purchase Option. Any references in this
                           Agreement to the Oklahoma Purchase Option shall be
                           null and void upon the earliest to occur of (i) the
                           repeal of the statutory provision requiring such
                           purchase option or any other voluntary revocation or
                           renunciation by the State of Oklahoma of such
                           Oklahoma Purchase Option or (ii) any future amendment
                           or replacement of the Oklahoma Prisoner Service
                           Contract with a successor or replacement contract
                           without reservation in the State of Oklahoma of such
                           Oklahoma Purchase Option or (iii) any termination of
                           the Oklahoma Prisoner Service Contract by the
                           Authority and replacement thereof with any other
                           prisoner service contract with any other governmental
                           authority without analogous terms.

                  (2)      D. RAYMOND JAMES PRISON. Prior to the transfer
                           contemplated hereby and by the D. Raymond James Deed,
                           Cornell-Georgia is the owner of the real estate and
                           facility at Folkston, Georgia (the "D. RAYMOND JAMES
                           PRISON"). Pursuant to the Contract dated June 2, 1997
                           (as amended, modified, restated, or extended, the
                           "GEORGIA PRISONER SERVICE CONTRACT") with the Georgia
                           Department of Corrections (the "STATE OF GEORGIA"),
                           Cornell-Georgia houses medium-security offenders.
                           Section 25 of the Georgia Prisoner Service Contract
                           incorporates by reference the terms of Request for
                           Proposal No. 467-019-955360 (the "RFP"). Pursuant to
                           Section 1.21.2 of the Georgia Prisoner Service
                           Contract, the State of Georgia requires an option at
                           any time to purchase the entire D. Raymond James
                           Prison (the "GEORGIA PURCHASE OPTION") for the actual
                           cost, less depreciation, of land acquisition,
                           construction and FF&E (as defined therein) or the
                           fair market value of the D. Raymond James Prison,
                           whichever is less (the "GEORGIA


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                           OPTION PRICE"). If all grounds, sidewalks, roadways,
                           parking lots, buildings, and FF&E have not been
                           maintained in a good state of repair and appearance,
                           normal wear and tear excluded, then the Georgia
                           Option Price shall be reduced accordingly. Pursuant
                           to Section 32 of the Georgia Prisoner Service
                           Contract, such Contract is binding on and inures to
                           the benefits of the parties and their successors and
                           assigns. Any references in this Agreement to the
                           Georgia Purchase Option shall be null upon the
                           earliest to occur of (i) any voluntary revocation or
                           renunciation by the State of Georgia of such Georgia
                           Purchase Option or (ii) any future amendment or
                           replacement of the Georgia Prisoner Service Contract
                           with a successor or replacement contract without
                           reservation in the State of Georgia of such Georgia
                           Purchase Option or (iii) any termination of the
                           Georgia Prisoner Service Contract by Cornell-Georgia
                           and replacement thereof with any other prisoner
                           service contract with any other governmental
                           authority without analogous terms.

         (b)      This Agreement and the respective rights of the State of
                  Oklahoma and the State of Georgia in connection with the
                  Oklahoma Purchase Option and the Georgia Purchase Option, as
                  the case may be, under the Oklahoma Prisoner Service Contract
                  and the Georgia Prisoner Service Contract, respectively, touch
                  and concern the land and bind MCF as purchaser of the Great
                  Plains Correctional Facility and the D. Raymond James Prison
                  from Cornell-Oklahoma and Cornell-Georgia. The parties hereto
                  agree that this Agreement and the Oklahoma Purchase Option or
                  the Georgia Purchase Option, as the case may be, (1) shall
                  constitute covenants running with the land pertaining to the
                  Great Plains Correctional Facility and the D. Raymond James
                  Prison, respectively (and the respective interests therein of
                  the State of Oklahoma, the State of Georgia, MCF and
                  Cornell-Oklahoma or Cornell-Georgia), (2) shall be binding on
                  every person having any fee, leasehold or other interest in
                  the Great Plains Correctional Facility or the D. Raymond James
                  Prison, as the case may be, and (3) shall inure to the benefit
                  of such parties and their respective successors, conservators,
                  trustees, receivers, assigns, heirs and personal
                  representatives and each future owner of the Great Plains
                  Correctional Facility or the D. Raymond James Prison, as the
                  case may be (and the respective interest therein of the State
                  of Oklahoma, the State of Georgia, MCF and Cornell-Oklahoma or
                  Cornell-Georgia). Each of MCF and Cornell-Oklahoma or
                  Cornell-Georgia, as the case may be, covenant and agree (i) to
                  give notice of the existence of this Agreement and the
                  Oklahoma Purchase Option or the Georgia Purchase Option, as
                  the case may be, to any successor in interest of such party
                  with respect to the Great Plains Correctional Facility or the
                  D. Raymond James Prison and to make any assignment or other
                  transfer of its interest(s) in such Premises expressly subject
                  to this Agreement and the Oklahoma Purchase Option or the
                  Georgia Purchase Option, as the case may be, and (ii) to
                  require that any such successor in interest of such party be
                  bound by, and assume such party's obligations under, this
                  Agreement and the Oklahoma Purchase Option or the Georgia
                  Purchase Option with respect to the interest(s) in such
                  Premises so transferred. If any of the interests of MCF,
                  Cornell-Oklahoma


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                  or Cornell-Georgia are assigned or otherwise transferred, the
                  interests so assigned or transferred shall remain fully
                  subject to and burdened by this Agreement and the Oklahoma
                  Purchase Option or the Georgia Purchase Option, as the case
                  may be, as if no assignment or transfer had been made.

         (c)      In the event of any bankruptcy affecting any person having any
                  fee, leasehold or other interest in any of the Premises, the
                  parties agree that this Agreement shall, to the maximum extent
                  permitted by law, be considered an agreement that runs with
                  the land and that is not rejectable, in whole or in part, by
                  the trustee for the debtor's estate or the debtor in
                  possession.

         Section 3.      PAYMENT OF ACQUISITION PRICE. The total acquisition
price of $173,000,000 (the "TOTAL ACQUISITION PRICE") for all Premises shall be
paid in full on the Closing Date; Cornell and the Selling Cornell Affiliates
each agree to sell, and MCF agrees to pay, the individual acquisition prices
(the "ACQUISITION PRICE") allocated to each Premises, respectively, as set forth
in the last column entitled, "Total Acquisition Price," on EXHIBIT B attached
hereto and incorporated herein by reference.

         Section 4.      ACCEPTANCE BY MCF.

         (a)      MCF hereby acknowledges its purchase and acceptance of all
                  right, title and interest in and to the Premises pursuant to
                  the terms of this Agreement.

         (b)      It is the express intent of the parties hereto that the
                  conveyance, transfer and assignment to MCF of all right, title
                  and interest of each of Cornell and the Selling Cornell
                  Affiliates, respectively, in the Premises pursuant to the
                  Conveyance Documents be construed as a sale by each of Cornell
                  and the Selling Cornell Affiliates to MCF. It is, further, not
                  the intention of the parties that such conveyance, transfer
                  and assignment be deemed a mortgage or pledge of such Premises
                  by Cornell or any Selling Cornell Affiliate to MCF, or any
                  assignee of MCF, including but not limited to the Trustee on
                  behalf of the Bondholders, to secure a debt or other
                  obligation of Cornell or any Selling Cornell Affiliate.
                  Nevertheless, if, notwithstanding the intent of the parties,
                  the Premises are held to be property owned by any of Cornell
                  or the Selling Cornell Affiliates, then (i) this Agreement
                  shall also be deemed to be and shall be a security agreement
                  within the meaning of the Uniform Commercial Code of any
                  applicable state and, when combined with the Conveyance
                  Documents, that certain Master Lease Agreement (the "LEASE")
                  dated August 14, 2001 between MCF as Landlord and Cornell as
                  Tenant, as amended, modified or supplemented from time to
                  time, and the Memoranda of Lease filed in connection
                  therewith, shall collectively be deemed to be and shall
                  constitute a mortgage within the meaning of the real property
                  laws of any applicable state; (ii) the conveyance, transfer
                  and assignment provided for in the Conveyance Documents shall
                  be deemed to be and shall be a grant by each of Cornell and
                  the Selling Cornell Affiliates to MCF of a security interest
                  in, and, when combined with the Lease and the Memoranda of
                  Lease, a mortgage of, all right, title and interest of each of
                  Cornell and the Selling Cornell Affiliates, respectively, in
                  and to the Premises and all proceeds of the conversion,
                  voluntary


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                  or involuntary, of the foregoing into cash, instruments,
                  securities or other property; (iii) the possession by MCF or
                  its agents or bailees (including the Trustee) of such items of
                  property, if any, as constitute instruments, money,
                  certificated securities or chattel paper shall be deemed to be
                  and shall be "possession by the secured party" for purposes of
                  perfecting the security interest pursuant to the Uniform
                  Commercial Code of any applicable state; (iv) notifications to
                  persons holding such property, and acknowledgments, receipts
                  or confirmations from, such persons as bailees or agents (as
                  applicable) of MCF or the Trustee shall be deemed to be and
                  shall be on behalf of the MCF as secured party for the purpose
                  of perfecting such security interest under applicable state
                  law; and (v) the Indenture shall be deemed to and shall
                  evidence an assignment to the Trustee for the benefit of the
                  Bondholders of all of MCF's mortgages on and security
                  interests in the Premises. Cornell, the Selling Cornell
                  Affiliates and MCF shall, to the extent consistent with this
                  Agreement, take such actions as may be necessary to ensure
                  that, if this Agreement, together with the Conveyance
                  Documents, the Lease and the Memoranda of Lease, is deemed to
                  create a security interest in and mortgage of the Premises,
                  such security interest and mortgage shall be a perfected
                  security interest and mortgage under applicable state law
                  effective as of the Closing Date and will be maintained as
                  such throughout the remaining term of this Agreement and the
                  Indenture.

         (c)      Cornell and the Selling Cornell Affiliates each hereby
                  covenant that, except for the conveyances pursuant hereto and
                  pursuant to the Conveyance Documents, neither Cornell nor any
                  Selling Cornell Affiliate will sell, mortgage, pledge, assign
                  or transfer to any other Person, or grant, create, incur,
                  assume or suffer to exist any lien, security interest or
                  security deed on its respective right, title and interest in
                  and to the Premises or any interest therein; and Cornell and
                  the Selling Cornell Affiliates each shall defend the right,
                  title and interest of MCF in and to its respective interest in
                  and to the Premises against all claims of third parties
                  claiming by, through or under any of Cornell or the Selling
                  Cornell Affiliates.

         (d)      It is also the express intent of the parties hereto that MCF,
                  as absolute owner of the Premises and Issuer of the Bonds, is
                  the absolute owner of the Bond Fund, the Debt Service Reserve
                  Fund, the Security Deposit Fund, the Renewal Fund and any
                  other fund or account established from time to time pursuant
                  to the terms of the Indenture (collectively, the "INDENTURE
                  TRUST FUNDS"). It is, further, not the intention of the
                  parties that any of the Indenture Trust Funds be deemed to be
                  owned by Cornell or any Selling Cornell Affiliate or pledged
                  by Cornell or any Selling Cornell Affiliate to MCF, or any
                  assignee of MCF, including but not limited to the Trustee on
                  behalf of the Bondholders, to secure a debt or other
                  obligation of Cornell or any Selling Cornell Affiliate.
                  Nevertheless, if, notwithstanding the intent of the parties,
                  the Indenture Trust Funds (or any cash or Eligible Investments
                  credited thereto) are held to be property owned by Cornell or
                  any Selling Cornell Affiliate, then (i) Cornell and the
                  Selling Cornell Affiliate each hereby grants to MCF a security
                  interest in all of its respective right, title and interest,
                  if any, in and to (1) each of the Indenture Trust Funds, all
                  amounts


                                       7
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                  credited to such Indenture Trust Funds pursuant to the
                  applicable provisions of the Indenture and all investment of
                  such amounts pursuant to the applicable provisions of the
                  Indenture, including all Eligible Investments, securities,
                  financial assets (as defined in Section 8-102(a)(9) of the
                  Uniform Commercial Code of any applicable state) and
                  securities entitlements (within the meaning of Section
                  8-102(a)(17) of the Uniform Commercial Code of any applicable
                  state and, with respect to Book-Entry Securities, in the
                  applicable Federal Book-Entry Regulations) carried in or
                  credited to such Indenture Trust Funds; (2) rights in, to and
                  under this Agreement, the Reserve Fund Agreement and the Debt
                  Service Deposit Agreement; and (3) all Proceeds of the
                  conversion, voluntary or involuntary, of the foregoing into
                  cash, instruments, securities or other property, including,
                  without limitation, all amounts from time to time held in or
                  credited to the Indenture Trust Funds, whether in the form of
                  cash or invested in instruments, securities or other property,
                  including "investment property" (as such term is defined in
                  Section 9-102(a)(49) of the Uniform Commercial Code of any
                  applicable state), (ii) the Indenture shall be deemed to and
                  shall evidence an assignment by MCF to the Trustee for the
                  benefit of the Bondholders of all of MCF's security interest
                  in the property described in the preceding clause (i) and
                  (iii) in such event but only in such event the Securities
                  Intermediary would recognize any of Cornell or the Selling
                  Cornell Affiliate as the owner of its respective interest
                  therein upon payment in full of the Bonds and receipt of an
                  entitlement order to such effect from the Trustee as
                  entitlement holder.

         Section 5.      REPRESENTATIONS AND WARRANTIES.  Cornell and the
Selling Cornell Affiliates each hereby represents and warrants to MCF, as of the
Closing Date, that:

         (a)      DUE ORGANIZATION; EXISTENCE. It is duly organized and validly
                  existing under the laws of the State of Delaware, and has full
                  power, authority and legal right to own its properties and
                  conduct its business as such properties are presently owned
                  and such business is presently conducted, and to execute,
                  deliver and perform its obligations under this Agreement and
                  the transactions contemplated under this Agreement.

         (b)      DUE AUTHORIZATION. The execution, delivery and performance of
                  this Agreement by Cornell and the Selling Cornell Affiliates
                  and the consummation of the transactions provided for in this
                  Agreement and the Conveyance Documents have been duly
                  authorized by Cornell and the Selling Cornell Affiliates by
                  all necessary corporate or partnership action on the part of
                  Cornell and the respective Selling Cornell Affiliates.

         (c)      NO CONFLICT. The execution and delivery of this Agreement, the
                  performance of the transactions contemplated by this Agreement
                  and the fulfillment of the terms hereof will not conflict
                  with, violate, result in any breach of any of the terms and
                  provisions of, or constitute (with or without notice or lapse
                  of time or both) a default under, any organizational or
                  governing documents or law, treaty, rule or regulation
                  applicable to Cornell or the Selling Cornell Affiliates or any
                  indenture, lease, contract, agreement, mortgage, deed of trust
                  or other instrument to which


                                       8
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                  Cornell or any of the Selling Cornell Affiliates is a party or
                  by which it or any of its properties are bound, including
                  without limitation the Big Spring Sublease, the Hinton
                  Sublease or any Correctional and Detention Facility Contract.

         (d)      NO ADVERSE ACTIONS. Except as disclosed in the Offering
                  Memorandum used in the offering of the Bonds, there are no
                  proceedings or investigations, pending or, to the best
                  knowledge of Cornell and each Selling Cornell Affiliate,
                  threatened against Cornell or the Selling Cornell Affiliates,
                  respectively, before any court, regulatory body,
                  administrative agency, or other tribunal or governmental
                  instrumentality (i) asserting the invalidity of this
                  Agreement, (ii) seeking to prevent the consummation of any of
                  the transactions contemplated by this Agreement or the
                  Conveyance Documents, (iii) seeking a determination or ruling
                  that, in the reasonable judgment of Cornell or such Selling
                  Cornell Affiliate, would materially and adversely affect the
                  performance by Cornell or such Selling Cornell Affiliate of
                  its obligations under this Agreement, or (iv) seeking any
                  determination or ruling that would materially and adversely
                  affect the validity or enforceability of this Agreement.

         (e)      ALL APPROVALS. All material permits, consents, certificates,
                  approvals or licenses necessary for the execution and delivery
                  by Cornell and each Selling Cornell Affiliate of this
                  Agreement, the performance by Cornell and each Selling Cornell
                  Affiliate of the transactions contemplated by this Agreement
                  and the fulfillment by Cornell and each Selling Cornell
                  Affiliate of the terms hereof required to be obtained have
                  been obtained.

         (f)      BINDING OBLIGATION. This Agreement has been duly executed and
                  delivered by Cornell and each Selling Cornell Affiliate and,
                  assuming the due authorization, execution and delivery of this
                  Agreement by the other party hereto, constitutes a legal,
                  valid and binding obligation of Cornell and each Selling
                  Cornell Affiliate, respectively, enforceable against Cornell
                  and each Selling Cornell Affiliate, respectively, in
                  accordance with its terms, subject to applicable bankruptcy,
                  insolvency, reorganization, moratorium or other similar laws
                  now or hereafter in effect affecting the enforcement of
                  creditors' rights and except as such enforceability may be
                  limited by general principles of equity (whether considered in
                  a suit at law or in equity);

         (g)      VALID TRANSFER. If, despite the intent of the parties hereto,
                  a court of competent jurisdiction shall determine that the
                  transfers pursuant to the Conveyance Documents did not
                  constitute valid transfers and assignments of all right, title
                  and interest of Cornell and the Selling Cornell Affiliates,
                  respectively, in the Premises, this Agreement, when combined
                  with the Conveyance Documents, the Lease and the Memoranda of
                  Lease filed in connection therewith, shall constitute a grant
                  to MCF of a first priority perfected lien and mortgage upon
                  and security interest in and a pledge and assignment of all of
                  Cornell's and the Selling Cornell Affiliates' right, title and
                  interest in and to the Premises, respectively.


                                       9
<Page>

         (h)      ZONING. The use and operation of the Premises by Cornell and
                  the Selling Cornell Affiliates, respectively, comply with all
                  applicable zoning laws and ordinances.

         (i)      SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties set forth in this Section 5
                  shall survive the transfer, assignment and delivery of and
                  payment for the Premises pursuant to the Conveyance Documents.

         Section 6.      DOCUMENTATION OF TRANSFERS. Cornell, the Selling
Cornell Affiliates and MCF shall indicate clearly and unambiguously in all
audited and unaudited financial statements, all public filings, all internal
computer files and all other relevant records that the Premises have been sold
by Cornell and the Selling Cornell Affiliates, respectively, to MCF.

         Section 7.      FURTHER ASSURANCES. Cornell, the Selling Cornell
Affiliates and MCF agree to do and perform, from time to time, any and all acts
and to execute any and all further instruments required or reasonably requested
by the Trustee more fully to effectuate the purposes of this Agreement,
including, without limitation, the recordation of this Agreement in the real
property records of any applicable jurisdiction and the execution of any
mortgages, deeds of trust, security deeds, financing statements or continuation
statements relating to the Premises for filing under the provisions of the
Uniform Commercial Code as in effect in any applicable jurisdiction, as is
necessary to create, preserve and protect the first priority liens and security
interests described herein.

         Section 8.      NOTICES. All demands, notices and communications
hereunder shall be in writing (including telecopy) and shall be deemed to have
been duly given upon receipt, if delivered by hand or mailed certified mail,
return receipt requested, addressed as follows: (a) in the case of MCF, to
Municipal Corrections Finance, L.P., in care of Municipal Corrections Finance
Holdings, LLC, as Administrator, 2151 Quail Run Drive, Baton Rouge, Louisiana
70808 (Telecopy: 225-766-3988); and (b) in the case of Cornell and the Selling
Cornell Affiliates, to 1700 West Loop South, 15th Floor, Houston, Texas 77057
Attention: Steven W. Logan (Telecopy: 713-335-9290) or, as to each such party,
at such other address as shall be designated by such party in a written notice
to each other party.

         Section 9.      ENTIRE AGREEMENT. If and only if the Conveyance
Documents are disregarded, then and in that event, this Agreement shall
supersede any and all other agreements, either oral or in writing, between the
parties with respect to the subject matter hereof, other than the Conveyance
Documents, the Lease, the Memoranda of Lease and related Title Policies. This
Agreement may not be later modified except by a further writing signed by
Cornell, each Selling Cornell Affiliate, MCF and the Trustee, and no term of
this Agreement may be waived except in writing by the party waiving the benefit
of such term, with the prior written consent of the Trustee.

         Section 10.     SEVERABILITY; HEADINGS. If any portion of this
Agreement is held invalid or inoperative, the other portions of this Agreement
shall be deemed valid and operative, and so far as is reasonable and possible,
effect shall be given to the intent manifested by the portion so held to be
invalid or inoperative. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof. The


                                       10
<Page>

headings herein are for reference purposes only and are not intended in any way
to describe, interpret, define or limit the extent or intent of this Agreement
or of any part hereof.

         Section 11.     ASSIGNMENT. Cornell and the Selling Cornell
Affiliates acknowledge that MCF will assign all its rights hereunder to the
Trustee pursuant to the Indenture. Cornell and the Selling Cornell Affiliates
agree that, upon execution of the Indenture, the Trustee will have all such
rights and remedies provided to MCF hereunder. This Agreement is not otherwise
assignable without the express written consent of the non-assigning party;
provided, however, that any person into which Cornell or any of the Selling
Cornell Affiliates may be merged or consolidated or any Person resulting from a
merger or consolidation involving Cornell or any of the Selling Cornell
Affiliates or any Person succeeding to the business of Cornell or such Selling
Cornell Affiliate shall be considered the successor of Cornell or such Selling
Cornell Affiliate hereunder, without the further act or consent of either party.

         Section 12.     NO WAIVER; CUMULATIVE REMEDIES. No failure to
exercise and no delay in exercising, on the part of Cornell, the Selling Cornell
Affiliates or MCF, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exhaustive of any rights, remedies, powers and privileges provided by law.

         Section 13.     COUNTERPARTS.  This Agreement may be executed in two
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

         Section 14.     THIRD PARTY BENEFICIARIES. This Agreement
(including, without limitation, all representations, warranties and covenants)
will inure to the benefit of and be binding upon the parties hereto, and, in
addition, shall inure to the benefit of the Trustee on behalf of the
Bondholders, and its respective successors and permitted assigns. Except as
otherwise provided in this Agreement, no other Person will have any right or
obligation hereunder.

         Section 15.     NO PETITION. Cornell and the Selling Cornell
Affiliates each hereby covenants and agrees that it will not, prior to the date
that is one year and one day after the payment in full of all Outstanding Bonds,
institute against, or join with any other Person in instituting against, MCF or
its general partner, Municipal Corrections Finance Holdings, LLC, a Delaware
limited liability company and its successors and assigns in such office, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or
similar law. This Section 15 shall survive the termination of this Agreement.

         Section 16.     GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas; provided,
however, provisions hereof granting or deemed to be grants of a mortgage or lien
on real property shall be governed by and construed in accordance with the laws
of the state in which such real property is located.


                                       11
<Page>

         Section 17.     ALLOCATION OF ACQUISITION PRICE. For federal income
tax purposes, Cornell, the Selling Cornell Affiliates and MCF agree to allocate
the Total Acquisition Price among the Premises (and then among the assets
acquired with respect to the portion of the total Acquisition Price allocated to
each of the Premises) on EXHIBIT B attached hereto and incorporated herein for
all purposes. Cornell, the Selling Cornell Affiliates and MCF agree that this
allocation shall be used by them in reporting the sale by Cornell and the
Selling Cornell Affiliates to MCF on all their respective tax returns, and if
applicable, Cornell, the Selling Cornell Affiliates and MCF shall timely file
IRS Form 8594 with respect to such allocation, and neither Cornell, the Selling
Cornell Affiliates nor MCF shall take a tax return position inconsistent with
such allocation unless such inconsistent position shall arise out of or through
an audit, administrative or adjudicatory proceeding by or with the IRS or other
taxing authority.


                            [SIGNATURE PAGES FOLLOW]


                                       12
<Page>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.

                         CORNELL COMPANIES, INC.,
                         A DELAWARE CORPORATION

                         By:      /s/ Steven W. Logan
                            ----------------------------------------------------
                         Name:    Steven W. Logan
                         Title:   Chairman of the Board of Directors
                                  and Chief Executive Officer

                         CORNELL CORRECTIONS OF GEORGIA, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP

                         By:      CCG I Corporation, a Delaware corporation,
                                  its General Partner

                         By:      /s/ John L. Hendrix
                            ----------------------------------------------------
                         Name:    John L. Hendrix
                         Title:   Senior Vice President, Chief Financial
                                  Officer and Asst. Secretary

                         CORNELL CORRECTION OF OKLAHOMA, INC.,
                         A DELAWARE CORPORATION

                          By:      /s/ John L. Hendrix
                            ----------------------------------------------------
                         Name:    John L. Hendrix
                         Title:   Senior Vice President, Chief Financial
                                  Officer and Asst. Secretary

                         CORNELL CORRECTIONS OF TEXAS, INC.,
                         A DELAWARE CORPORATION

                         By:      /s/ John L. Hendrix
                            ----------------------------------------------------
                         Name:    John L. Hendrix
                         Title:   Senior Vice President, Chief Financial
                                  Officer and Asst. Secretary


                                       13
<Page>


                         WBP LEASING, INC.,
                         A DELAWARE CORPORATION

                         By:      /s/ John L. Hendrix
                            ----------------------------------------------------
                         Name:    John L. Hendrix
                         Title:   Senior Vice President, Chief Financial
                                  Officer and Asst. Secretary

                         MUNICIPAL CORRECTIONS FINANCE, L.P., A DELAWARE
                         LIMITED PARTNERSHIP

                         By:      Municipal Corrections Finance Holdings, LLC,
                                  a Delaware limited liability company, its
                                  General Partner

                                  By:      Provident Foundation Inc., a Georgia
                                           nonprofit corporation, its Manager

                                  By:      /s/ Steve E. Hicks
                                     -------------------------------------------
                                  Name:    Steve E. Hicks
                                  Title:   Chairman and Chief Executive Officer


                                       14