<Page>
                                                                  Exhibit 10.3

After recordation,
this instrument
should be returned to:

Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois  60603
Attention: Rex Palmer




===============================================================================




                             MASTER LEASE AGREEMENT

                          Dated as of December 3, 1998

                                     between

                   ATLANTIC FINANCIAL GROUP, LTD., as Lessor,


                                       and

                WBP LEASING, INC. AND CERTAIN OTHER SUBSIDIARIES
                    OF CORNELL CORRECTIONS, INC., as Lessees

                   -------------------------------------------





===============================================================================

<Page>






                               TABLE OF CONTENTS
                               (Lease Agreement)


<Table>
<Caption>

                                                                                                    Page

<S>             <C>                                                                                 <C>
ARTICLE I.      DEFINITIONS........................................................................... 1

ARTICLE II.     LEASE OF LEASED PROPERTY.............................................................. 1
    2.1         Acceptance and Lease of Property...................................................... 1
    2.2         Acceptance Procedure.................................................................. 2

ARTICLE III.    RENT.................................................................................. 2
    3.1         Basic Rent............................................................................ 2
    3.2         Supplemental Rent..................................................................... 3
    3.3         Method of Payment..................................................................... 3
    3.4         Late Payment.......................................................................... 3
    3.5         Net Lease; No Setoff, Etc............................................................. 3
    3.6         Certain Taxes......................................................................... 5
    3.7         Utility Charges....................................................................... 6

ARTICLE IV.     WAIVERS............................................................................... 6

ARTICLE V.      LIENS; EASEMENTS; PARTIAL CONVEYANCES................................................. 7

ARTICLE VI.     MAINTENANCE AND REPAIR; ALTERATIONS, MODIFICATIONS AND ADDITIONS...................... 8
    6.1         Maintenance and Repair; Compliance With Law........................................... 8
    6.2         Alterations........................................................................... 9
    6.3         Title to Alterations.................................................................. 9

ARTICLE VII.    USE................................................................................... 9

ARTICLE VIII.   INSURANCE............................................................................ 10

ARTICLE IX.     ASSIGNMENT AND SUBLEASING............................................................ 11

ARTICLE X.      LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE............................................ 12
    10.1        Event of Loss........................................................................ 12
    10.2        Event of Taking...................................................................... 13
    10.3        Casualty............................................................................. 14
    10.4        Condemnation......................................................................... 14
    10.5        Verification of Restoration and Rebuilding........................................... 14
    10.6        Application of Payments.............................................................. 15
    10.7        Prosecution of Awards................................................................ 16
    10.8        Application of Certain Payments Not Relating to an Event of Taking................... 16
    10.9        Other Dispositions................................................................... 17
    10.10       No Rent Abatement.................................................................... 17

ARTICLE XI.     INTEREST CONVEYED TO LESSEES......................................................... 17


                                                (i)
<Page>

<Caption>

                                                                                                    Page
                                                                                                    ----

<S>             <C>                                                                                 <C>
ARTICLE XII.    EVENTS OF DEFAULT.................................................................... 18

ARTICLE XIII.   ENFORCEMENT.......................................................................... 22
    13.1        Remedies............................................................................. 22
    13.2        Remedies Cumulative; No Waiver; Consents............................................. 25

ARTICLE XIV.    SALE, RETURN OR PURCHASE OF LEASED PROPERTY; RENEWAL ................................ 25
    14.1        Lessee's Option to Purchase.......................................................... 25
    14.2        Conveyance to Lessee................................................................. 26
    14.3        Acceleration of Purchase Obligation.................................................. 27
    14.4        Determination of Purchase Price...................................................... 27
    14.5        Purchase Procedure................................................................... 27
    14.6        Option to Remarket................................................................... 28
    14.7        Rejection of Sale.................................................................... 31
    14.8        Return of Leased Property............................................................ 31
    14.9        Renewal.............................................................................. 32

ARTICLE XV.     LESSEE'S EQUIPMENT................................................................... 33

ARTICLE XVI.    RIGHT TO PERFORM FOR LESSEE.......................................................... 33

ARTICLE XVII.   MISCELLANEOUS........................................................................ 34
    17.1        Reports.............................................................................. 34
    17.2        Binding Effect; Successors and Assigns; Survival..................................... 34
    17.3        Quiet Enjoyment...................................................................... 34
    17.4        Notices.............................................................................. 35
    17.5        Severability......................................................................... 35
    17.6        Amendment; Complete Agreements....................................................... 36
    17.7        Construction......................................................................... 36
    17.8        Headings............................................................................. 36
    17.9        Counterparts......................................................................... 36
    17.10       GOVERNING LAW........................................................................ 36
    17.11       Discharge of a Lessee's Obligations by its Affiliates................................ 37
    17.12       Liability of Lessor Limited.......................................................... 37
    17.13       Estoppel Certificates................................................................ 38
    17.14       No Joint Venture..................................................................... 38
    17.15       No Accord and Satisfaction........................................................... 38
    17.16       No Merger............................................................................ 38
    17.17       Survival............................................................................. 39
    17.18       Chattel Paper........................................................................ 39
    17.19       Time of Essence...................................................................... 39
    17.20       Recordation of Lease................................................................. 39
    17.21       Investment of Security Funds......................................................... 39
    17.22       Ground Leases........................................................................ 40
    17.23       Land and Building.................................................................... 40


                                                (ii)
<Page>

<Caption>

                                                                                                    Page
                                                                                                    ----

<S>             <C>                                                                                 <C>
    17.24       Joint and Several.................................................................... 40

</Table>


APPENDICES AND EXHIBITS
-----------------------

APPENDIX A        Defined Terms

EXHIBIT A         Lease Supplement

||


































                                      (iii)
<Page>


      THIS MASTER LEASE AGREEMENT (as from time to time amended or supplemented,
this "LEASE"), dated as of December 3, 1998, is among ATLANTIC FINANCIAL GROUP,
LTD., a Texas limited partnership (together with its successors and assigns
hereunder, the "LESSOR"), as Lessor, WBP LEASING, INC., a Delaware corporation
and certain other Subsidiaries of CORNELL CORRECTIONS, INC., a Delaware
corporation, hereafter parties hereto (individually, together with its
successors and permitted assigns hereunder, each a "LESSEE" and collectively the
"LESSEES"), as Lessees.


                              PRELIMINARY STATEMENT

      A. Lessor will purchase, or acquire a leasehold interest in, from one or
more third parties designated by the Construction Agent, on each Closing Date,
certain parcels of real property to be specified by Lessee, together with any
improvements thereon.

      B. Lessor desires to lease to each Lessee, and each Lessee desires to
lease from Lessor, certain of such properties as described on the Lease
Supplement(s) to which such Lessee is a party.

      C. If applicable, the Construction Agent will construct, or cause to be
constructed, certain improvements on such parcels of real property which as
constructed will be the property of Lessor and will become part of such property
subject to the terms of this Lease.

      In consideration of the mutual agreements herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, Lessor and
Lessees hereby agree as follows:


                                   ARTICLE I.
                                  DEFINITIONS

      Terms used herein and not otherwise defined shall have the meanings
assigned thereto in APPENDIX A hereto for all purposes hereof.


                                  ARTICLE II.
                            LEASE OF LEASED PROPERTY


      Section 2.1 ACCEPTANCE AND LEASE OF PROPERTY. On each Closing Date for
Land to be leased hereunder, Lessor, subject to the satisfaction or waiver of
the conditions set forth in Section 3 of the Master Agreement, hereby agrees to
accept title to and



                                       1
<Page>


delivery on such Closing Date of such Land pursuant to the terms of the
Master Agreement, together with any Building or other improvements thereon,
and simultaneously to lease to the related Lessee hereunder for the Lease
Term, Lessor's interest in such Land and in such Building or other
improvements, together with any Building which thereafter may be constructed
thereon pursuant to the Construction Agency Agreement, and such related
Lessee hereby agrees, expressly for the direct benefit of Lessor, commencing
on such Closing Date for the Lease Term, to lease from Lessor's interest in
such Land to be delivered on such Closing Date together with Lessor's
interest in any Building and other improvements thereon or which thereafter
may be constructed thereon pursuant to the Construction Agency Agreement.

      Section 2.2 ACCEPTANCE PROCEDURE. Lessor hereby authorizes one or more
employees of the related Lessee, to be designated by such Lessee, as the
authorized representative or representatives of Lessor to accept delivery on
behalf of Lessor of that Leased Property identified on the applicable Funding
Request. Each Lessee hereby agrees that such acceptance of delivery by such
authorized representative or representatives and the execution and delivery
by such Lessee on each Closing Date for property to be leased hereunder of a
Lease Supplement in substantially the form of EXHIBIT A hereto (appropriately
completed) shall, without further act, constitute the irrevocable acceptance
by such Lessee of that Leased Property which is the subject thereof for all
purposes of this Lease and the other Operative Documents on the terms set
forth therein and herein, and that such Leased Property, together with any
Building or other improvements thereon or to be constructed thereon pursuant
to the Construction Agency Agreement, shall be deemed to be included in the
leasehold estate of this Lease and shall be subject to the terms and
conditions of this Lease as of such Closing Date. The demise and lease of
each Building pursuant to this SECTION 2.2 shall include any additional
right, title or interest in such Building which may at any time be acquired
by Lessor, the intent being that all right, title and interest of Lessor in
and to such Building shall at all times be demised and leased to the related
Lessee hereunder.


                                 ARTICLE III.
                                     RENT

      Section 3.1 BASIC RENT. Beginning with and including the first Payment
Date occurring after the Initial Closing Date, each Lessee shall pay to the
Syndication Agent the Basic Rent for the Leased Properties subject to the Lease
Supplement(s) to which such Lessee is a party, in installments, payable in
arrears on


                                       2
<Page>


each Payment Date during the Lease Term, subject to Section 2.3(c) of the
Master Agreement.

      Section 3.2 SUPPLEMENTAL RENT. Each Lessee shall pay to the Syndication
Agent, or to whomever shall be entitled thereto as expressly provided herein or
in any other Operative Document, any and all Supplemental Rent on the date the
same shall become due and payable and in the event of any failure on the part of
such Lessee to pay any Supplemental Rent, the Syndication Agent shall have all
rights, powers and remedies provided for herein or by law or in equity or
otherwise in the case of nonpayment of Basic Rent. All Supplemental Rent to be
paid pursuant to this SECTION 3.2 shall be payable in the type of funds and in
the manner set forth in SECTION 3.3.

      Section 3.3 METHOD OF PAYMENT. Basic Rent shall be paid to the
Syndication Agent, and Supplemental Rent (including amounts due under ARTICLE
XIV hereof) shall be paid to the Syndication Agent (or to such Person as may be
entitled thereto) or, in each case, to such Person as the Syndication Agent (or
such other Person) shall specify in writing to the related Lessee, and at such
place as the Syndication Agent (or such other Person) shall specify in writing
to the related Lessee, which specifications by the Syndication Agent shall be
given by the Syndication Agent at least five (5) Business Days prior to the due
date therefor. Each payment of Rent (including payments under ARTICLE XIV
hereof) shall be made by the Lessees prior to 2:00 p.m. New York City time at
the place of payment in funds consisting of lawful currency of the United States
of America which shall be immediately available on the scheduled date when such
payment shall be due, unless such scheduled date shall not be a Business Day, in
which case such payment shall be made on the next succeeding Business Day.

      Section 3.4 LATE PAYMENT. If any Basic Rent shall not be paid on the
date when due, the related Lessee shall pay to the Syndication Agent, as
Supplemental Rent, interest (to the maximum extent permitted by law) on such
overdue amount from and including the due date thereof to but excluding the
Business Day of payment thereof at the Overdue Rate.

      Section 3.5 NET LEASE; NO SETOFF, ETC. This Lease is a net lease and
notwithstanding any other provision of this Lease, each Lessee shall pay all
Basic Rent and Supplemental Rent, and all costs, charges, taxes (other than
taxes covered by the exclusion described in Section 7.4(b) of the Master
Agreement), assessments and other expenses foreseen or unforeseen, for which
such Lessee or any Indemnitee is or shall become liable by reason of such
Lessee's or such Indemnitee's estate, right, title or


                                       3
<Page>

interest in the Leased Properties, or that are connected with or arise out of
the acquisition (except the initial costs of purchase by Lessor of its
interest in any Leased Property, which costs, subject to the terms of the
Master Agreement, shall be funded by the Funding Parties pursuant to the
Master Agreement), construction (except costs to be funded under the
Construction Agency Agreement), installation, possession, use, occupancy,
maintenance, ownership, leasing, repairs and rebuilding of, or addition to,
the Leased Properties or any portion thereof, and any other amounts payable
hereunder and under the other Operative Documents without counterclaim,
setoff, deduction or defense and without abatement, suspension, deferment,
diminution or reduction, and each Lessee's obligation to pay all such amounts
throughout the Lease Term, including the Construction Term, is absolute and
unconditional. The obligations and liabilities of each Lessee hereunder shall
in no way be released, discharged or otherwise affected for any reason,
including without limitation: (a) any defect in the condition,
merchantability, design, quality or fitness for use of any Leased Property or
any part thereof, or the failure of any Leased Property to comply with all
Applicable Law, including any inability to occupy or use any Leased Property
by reason of such non-compliance; (b) any damage to, removal, abandonment,
salvage, loss, contamination of or Release from, scrapping or destruction of
or any requisition or taking of any Leased Property or any part thereof; (c)
any restriction, prevention or curtailment of or interference with any use of
any Leased Property or any part thereof including eviction; (d) any defect in
title to or rights to any Leased Property or any Lien on such title or rights
or on any Leased Property; (e) any change, waiver, extension, indulgence or
other action or omission or breach in respect of any obligation or liability
of or by Lessor, the Syndication Agent or any Lender; (f) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation
or other like proceedings relating to any Lessee, Lessor, any Lender, the
Syndication Agent or any other Person, or any action taken with respect to
this Lease by any trustee or receiver of any Lessee, Lessor, any Lender, the
Syndication Agent, any Ground Lessor or any other Person, or by any court, in
any such proceeding; (g) any claim that any Lessee has or might have against
any Person, including without limitation, Lessor, any vendor, manufacturer,
contractor of or for any Leased Property or any part thereof, the Syndication
Agent, any Ground Lessor, any Governmental Authority, or any Lender; (h) any
failure on the part of Lessor to perform or comply with any of the terms of
this Lease, any other Operative Document or of any other agreement; (i) any
invalidity or unenforceability or illegality or disaffirmance of this Lease
against or by any Lessee or any provision hereof or any of the other
Operative Documents or any provision of any thereof whether or not related



                                       4
<Page>


to the Transaction; (j) the impossibility or illegality of performance by any
Lessee, Lessor or both; (k) any action by any court, administrative agency or
other Governmental Authority; (l) any restriction, prevention or curtailment
of or interference with the Construction or any use of any Leased Property or
any part thereof; or (m) any other occurrence whatsoever, whether similar or
dissimilar to the foregoing, whether or not any Lessee shall have notice or
knowledge of any of the foregoing. Except as specifically set forth in
ARTICLES XIV or X of this Lease, this Lease shall be noncancellable by each
Lessee in any circumstance whatsoever and each Lessee, to the extent
permitted by Applicable Law, waives all rights now or hereafter conferred by
statute or otherwise to quit, terminate or surrender this Lease, or to any
diminution, abatement or reduction of Rent payable by such Lessee hereunder.
Each payment of Rent made by a Lessee hereunder shall be final and such
Lessee shall not seek or have any right to recover all or any part of such
payment from Lessor, the Syndication Agent, any Lender or any party to any
agreements related thereto for any reason whatsoever. Each Lessee assumes the
sole responsibility for the condition, use, operation, maintenance, and
management of the Leased Properties leased by it and Lessor shall have no
responsibility in respect thereof and shall have no liability for damage to
the property of either any Lessee or any subtenant of any Lessee on any
account or for any reason whatsoever, other than solely by reason of Lessor's
willful misconduct or gross negligence or failure to comply with this Lease
or any other Operative Document.

      Section 3.6 CERTAIN TAXES. Without limiting the generality of SECTION
3.5, each Lessee agrees to pay when due all real estate taxes, personal property
taxes, gross sales taxes, including any sales or lease tax imposed upon the
rental payments hereunder or under a sublease, occupational license taxes, water
charges, sewer charges, assessments of any nature and all other governmental
impositions and charges of every kind and nature whatsoever (the "TAX(ES)"),
when the same shall be due and payable without penalty or interest; PROVIDED,
HOWEVER, that this Section shall not apply to any of the taxes covered by the
exclusion described in Section 7.4(b) of the Master Agreement. It is the
intention of the parties hereto that, insofar as the same may lawfully be done,
Lessor shall be, except as specifically provided for herein, free from all
expenses in any way related to the Leased Properties and the use and occupancy
thereof. Any tax relating to a fiscal period of any taxing authority falling
partially within and partially outside the Lease Term, shall be apportioned and
adjusted between Lessor and the related Lessee. Each Lessee covenants to furnish
Lessor and the Syndication Agent, upon the Syndication Agent's request, within
forty-five (45) days after the last date when any tax must



                                       5
<Page>


be paid by such Lessee as provided in this SECTION 3.6, official receipts of
the appropriate taxing, authority or other proof satisfactory to Lessor,
evidencing the payment thereof.

      So long as no Event of Default has occurred and is continuing, the
related Lessee may defer payment of a tax so long as the validity or the
amount thereof is contested by such Lessee with diligence and in good faith.

      Section 3.7 UTILITY CHARGES. Each Lessee agrees to pay or cause to be
paid as and when the same are due and payable all charges for gas, water,
sewer, electricity, lights, heat, power, telephone or other communication
service and all other utility services used, rendered or supplied to, upon or
in connection with the Leased Properties.


                                  ARTICLE IV.
                                    WAIVERS

      During the Lease Term, Lessor's interest in the Leased Properties,
including the Building(s) (whether or not completed) and the Land, is demised
and let by Lessor "AS IS" subject to (a) the rights of any parties in possession
thereof, (b) the state of the title thereto existing at the time Lessor acquired
its interest in the Leased Properties, (c) any state of facts which an accurate
survey or physical inspection might show (including the survey delivered on the
related Closing Date), (d) all Applicable Law, and (e) any violations of
Applicable Law which may exist upon or subsequent to the commencement of the
Lease Term. EACH LESSEE ACKNOWLEDGES THAT, ALTHOUGH LESSOR WILL OWN AND HOLD
TITLE TO THE LEASED PROPERTIES, LESSOR IS NOT RESPONSIBLE FOR THE DESIGN,
DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE BUILDING(S) OR ANY ALTERATIONS.
NEITHER LESSOR, THE SYNDICATION AGENT NOR ANY LENDER HAS MADE OR SHALL BE DEEMED
TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR SHALL BE
DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, MERCHANTABILITY, TITLE,
HABITABILITY, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED
PROPERTIES (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTIES (OR ANY
PART THEREOF), ALL SUCH WARRANTIES BEING HEREBY DISCLAIMED, AND NEITHER LESSOR,
THE SYNDICATION AGENT NOR ANY LENDER SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR
PATENT DEFECT THEREIN OR THE FAILURE OF ANY LEASED PROPERTY, OR ANY PART
THEREOF, TO COMPLY WITH ANY APPLICABLE LAW, except that Lessor hereby represents
and warrants that each Leased Property is and shall be free of Lessor Liens,
which warranty shall survive the termination of this Lease. As between Lessor
and the Lessees,



                                       6
<Page>

each Lessee has been afforded full opportunity to inspect each Leased
Property leased by it, is satisfied with the results of its inspections of
such Leased Property and is entering into this Lease solely on the basis of
the results of its own inspections and all risks incident to the matters
discussed in the two preceding sentences, as between Lessor, the Syndication
Agent or the Lenders on the one hand, and the Lessees, on the other, are to
be borne by the Lessees. The provisions of this ARTICLE IV have been
negotiated, and, except to the extent otherwise expressly stated, the
foregoing provisions are intended to be a complete exclusion and negation of
any representations or warranties by Lessor, the Syndication Agent or the
Lenders, express or implied, with respect to the Leased Properties, that may
arise pursuant to any law now or hereafter in effect, or otherwise.


                                  ARTICLE V.
                      LIENS; EASEMENTS; PARTIAL CONVEYANCES

      No Lessee shall directly or indirectly create, incur or assume, any
Lien on or with respect to any Leased Property, the title thereto, or any
interest therein, including any Liens which arise out of the possession, use,
occupancy, construction, repair or rebuilding of any Leased Property or by
reason of labor or materials furnished or claimed to have been furnished to a
Lessee, or any of its contractors or agents or Alterations constructed by a
Lessee, except, in all cases, Permitted Liens.

      Notwithstanding the foregoing paragraph, at the request of a Lessee,
Lessor shall, from time to time during the Lease Term and upon reasonable
advance written notice from such Lessee, and receipt of the materials
specified in the next succeeding sentence, consent to and join in any (i)
grant of easements, licenses, rights of way and other rights in the nature of
easements, including, without limitation, utility easements to facilitate the
Lessees' use, development and construction of the Leased Properties, (ii)
release or termination of easements, licenses, rights of way or other rights
in the nature of easements which are for the benefit of the Land or the
Building(s) or any portion thereof, (iii) dedication or transfer of portions
of the Land, not improved with a Building, for road, highway or other public
purposes, (iv) execution of agreements for ingress and egress and amendments
to any covenants and restrictions affecting the Land or the Building(s) or
any portion thereof and (v) request to any Governmental Authority for
platting or subdivision or replatting or resubdivision approval with respect
to the Land or any portion thereof or any parcel of land of which the Land or
any portion thereof forms a part or a



                                       7
<Page>

request for any variance from zoning or other governmental requirements.
Lessor's obligations pursuant to the preceding sentence shall be subject to
the requirements that:

            (a) any such action shall be at the sole cost and expense of the
requesting Lessee and such Lessee shall pay all actual and reasonable
out-of-pocket costs of Lessor, the Syndication Agent and any Lender in
connection therewith (including, without limitation, the reasonable fees of
attorneys, architects, engineers, planners, appraisers and other
professionals reasonably retained by Lessor, the Syndication Agent or any
Lender in connection with any such action),

            (b) the requesting Lessee shall have delivered to Lessor and
Syndication Agent a certificate of a Responsible Officer of such Lessee
stating that

                  (i) such action will not cause any Leased Property, the Land
      or any Building or any portion thereof to fail to comply in any material
      respect with the provisions of this Lease or any other Operative
      Documents, or to the best of such officer's knowledge, in any material
      respect with Applicable Law; and

                  (ii) such action will not materially reduce the Fair Market
      Sales Value, utility or useful life of any Leased Property, the Land or
      any Building nor Lessor's interest therein; and

            (c) in the case of any release or conveyance, if Lessor, the
Syndication Agent or any Lender so reasonably requests, the requesting Lessee
will cause to be issued and delivered to Lessor and the Syndication Agent by
the Title Insurance Company an endorsement to the Title Policy pursuant to
which the Title Insurance Company agrees that its liability for the payment
of any loss or damage under the terms and provisions of the Title Policy will
not be affected by reason of the fact that a portion of the real property
referred to in Schedule A of the Title Policy has been released or conveyed
by Lessor.


                                  ARTICLE VI.
                            MAINTENANCE AND REPAIR;
                   ALTERATIONS, MODIFICATIONS AND ADDITIONS

      Section 6.1 MAINTENANCE AND REPAIR; COMPLIANCE WITH LAW. Each Lessee,
at its own expense, shall at all times (a) maintain each Leased Property
leased by it in good repair and condition (subject to ordinary wear and
tear), in accordance with prudent

                                       8
<Page>

industry standards and, in any event, in no less a manner as other similar
property owned or leased by any Lessee or its Affiliates, (b) make all
Alterations in accordance with, and maintain (whether or not such maintenance
requires structural modifications or Alterations) and operate and otherwise
keep each Leased Property in compliance in all material respects with, all
Applicable Laws and insurance requirements, and (c) make all material
repairs, replacements and renewals of each Leased Property or any part
thereof which may be required to keep such Leased Property in the condition
required by the preceding CLAUSES (a) and (b). Each Lessee shall perform the
foregoing maintenance obligations regardless of whether any Leased Property
is occupied or unoccupied. Each Lessee waives any right that it may now have
or hereafter acquire to (i) require Lessor, the Syndication Agent or any
Lender to maintain, repair, replace, alter, remove or rebuild all or any part
of any Leased Property or (ii) make repairs at the expense of Lessor, the
Syndication Agent or any Lender pursuant to any Applicable Law or other
agreements or otherwise. NEITHER LESSOR, THE SYNDICATION AGENT NOR ANY LENDER
SHALL BE LIABLE TO ANY LESSEE OR TO ANY CONTRACTORS, SUBCONTRACTORS,
LABORERS, MATERIALMEN, SUPPLIERS OR VENDORS FOR SERVICES PERFORMED OR
MATERIAL PROVIDED ON OR IN CONNECTION WITH ANY LEASED PROPERTY OR ANY PART
THEREOF. Neither Lessor, the Syndication Agent nor any Lender shall be
required to maintain, alter, repair, rebuild or replace any Leased Property
in any way.

      Section 6.2 ALTERATIONS. Each Lessee may, without the consent of Lessor,
at such Lessee's own cost and expense, make Alterations which do not materially
diminish the value, utility or useful life of any Leased Property.

      Section 6.3 TITLE TO ALTERATIONS. Title to all Alterations shall without
further act vest in Lessor (subject to Lessee's right to remove trade fixtures,
personal property and equipment, the removal of which will not cause material
damage to the Leased Property and which were not acquired with funds advanced by
Lessor or any Lender) and shall be deemed to constitute a part of the Leased
Properties and be subject to this Lease.


                                 ARTICLE VII.
                                     USE

      Each Lessee may use each Leased Property leased by it or any part
thereof for any lawful purpose, provided that such use does not materially
violate or conflict with, or constitute or result in a material default
under, any Applicable Law or any insurance



                                       9
<Page>

policy required hereunder. In the event any Lessee's use substantially
changes the character of any Building in a manner or to an extent that, in
Lessor's or the Lenders' reasonable opinion, adversely affects the Fair
Market Sales Value and/or marketability of such Building, such Lessee shall,
upon the termination or expiration of this Lease unless such Lessee purchases
the Leased Property pursuant to the provisions of ARTICLE XIV hereof, at
Lessor's request, either restore such Leased Property to its general
character at the Completion Date therefor, in the case of new Construction,
or the related Funding Date (ordinary wear and tear excepted) or indemnify
Lessor for any reduction in such Fair Market Sales Value or marketability. No
Lessee shall commit or permit any waste of any Leased Property or any
material part thereof.


                                 ARTICLE VIII.
                                   INSURANCE

            (a) At any time during which any part of any Building or any
Alteration is under construction and as to any part of any Building or any
Alteration under construction, the related Lessee shall maintain, or cause to
be maintained, at its sole cost and expense, as a part of its blanket
policies or otherwise, "all risks" non-reporting completed value form of
builder's risk insurance.

            (b) During the Lease Term, Lessee shall maintain, at its sole
cost and expense, as a part of its blanket policies or otherwise, insurance
against loss or damage to any Building by fire and other risks, including
comprehensive boiler and machinery coverage, on terms and in amounts no less
favorable than insurance covering other similar properties owned or leased by
Lessee and that are in accordance with prudent industry practice, but in no
event less than the replacement cost of such Building from time to time.

            (c) During the Lease Term, each Lessee shall maintain, at its
sole cost and expense, commercial general liability insurance with respect to
the Leased Properties, as is ordinarily procured by prudent Persons who own
or operate similar properties in the same geographic area, and in any event
in an amount equal to at least $10,000,000 per occurrence. Such insurance
shall be on terms and in amounts that are no less favorable than insurance
maintained by the Company or its Affiliates with respect to similar
properties that it owns or leases and that are in accordance with prudent
industry practice. Such insurance policies shall also provide that each
Lessee's insurance shall be considered primary insurance. Nothing in this
ARTICLE VIII shall



                                       10
<Page>

prohibit Lessor, the Syndication Agent or any Lender from carrying at its own
expense other insurance on or with respect to the Leased Properties, PROVIDED
that any insurance carried by Lessor, the Syndication Agent or any Lender
shall not prevent any Lessee from carrying the insurance required hereby.

            (d) Each policy of insurance maintained by a Lessee pursuant to
CLAUSES (a) and (b) of this ARTICLE VIII shall provide that all insurance
proceeds in respect of any loss or occurrence shall be adjusted by such
Lessee, except if, and for so long as an Event of Default exists, all losses
shall be adjusted solely by, and all insurance proceeds shall be paid solely
to, the Syndication Agent (or Lessor if the Loans have been fully paid) for
application pursuant to this Lease.

            (e) On the Closing Date for each Leased Property, on the
Completion Date for each Leased Property and on each anniversary of the
Initial Closing Date, each Lessee shall furnish Lessor with certificates
showing the insurance required under this ARTICLE VIII to be in effect and
naming Lessor, the Syndication Agent and the Lenders as additional insureds.
Such certificates shall include a provision for thirty (30) days' advance
written notice by the insurer to Lessor and the Syndication Agent in the
event of cancellation or expiration or nonpayment of premium with respect to
such insurance, and shall include a customary breach of warranty clause.
Lessee shall provide evidence to Lessor and the Syndication Agent that each
insurance policy required by this ARTICLE VIII has been renewed or replaced
prior to the scheduled expiration date therefor.

            (f) Each policy of insurance maintained by a Lessee pursuant to
this ARTICLE VIII shall (i) contain the waiver of any right of subrogation of
the insurer against Lessor, the Syndication Agent and the Lenders, and (ii)
provide that in respect of the interests of Lessor, the Syndication Agent and
the Lenders, such policies shall not be invalidated by any fraud, action,
inaction or misrepresentation of any Lessee or any other Person acting on
behalf of any Lessee.

            (g) All insurance policies carried in accordance with this
ARTICLE VIII shall be maintained with insurers rated at least A by A.M. Best
& Company (or, with respect to professional liability insurance only, an
equivalent rating by a European equivalent of A.M. Best), and in all cases
the insurer shall be qualified to insure risks in the State where each Leased
Property is located.



                                       11
<Page>


                                  ARTICLE IX.
                            ASSIGNMENT AND SUBLEASING

      No Lessee may assign any of its right, title or interest in, to or
under this Lease, except (i) to the Company or another Subsidiary of the
Company and (ii) as set forth in the following sentence. Each Lessee may
sublease all or any portion of any Leased Property, PROVIDED that (a) all
obligations of such Lessee shall continue in full effect as obligations of a
principal and not of a guarantor or surety, as though no sublease had been
made; (b) such sublease shall be expressly subject and subordinate to this
Lease, the Loan Agreement and the other Operative Documents; and (c) each
such sublease shall terminate on or before the Lease Termination Date. Each
Lessee shall give the Syndication Agent and Lessor prompt written notice of
any such assignment or sublease.

      Except pursuant to an Operative Document, this Lease shall not be
mortgaged or pledged by any Lessee, nor shall any Lessee mortgage or pledge
any interest in any Leased Property or any portion thereof. Any such mortgage
or pledge shall be void. Lessor may not assign its interests in this Lease or
the Leased Properties except to the Syndication Agent in accordance with the
Operative Documents and except in accordance with the Master Agreement.

      In the event a Lien or other matter affecting title to the Leased
Property arises and it is a matter with respect to which Lessor is entitled
to make a claim under the terms of the title insurance policy covering the
Leased Property, Lessor shall be obligated to remove or discharge, or pay to
the related Lessee, the amount incurred by such Lessee in removing and
discharging such matter to the extent (and only to the extent) of any
proceeds, damages or other amounts paid to Lessor under said title policy
("TITLE POLICY PROCEEDS"). In that connection, if such matter is discovered,
Lessor, upon the related Lessee's reasonable request and at such Lessee's
expense, will make such claims or institute such proceedings as are
appropriate under the terms of such title policy to cause the title insurer
thereunder to either remove such matter or pay any Title Policy Proceeds in
respect of such matter. In the event Lessor is paid any Title Policy Proceeds
as a result of such claim or proceeding prior to the time that the related
Lessee discharges such matter, Lessor shall apply the Title Policy Proceeds
in the payment of amounts necessary to remove and discharge such matter to
the extent of such proceeds. In the event that Lessor is paid any Title
Policy Proceeds after the related Lessee discharges such matter, then Lessor
agrees to reimburse such Lessee to the extent (and only to the extent) of any
proceeds, damages or other amounts paid to



                                       12
<Page>

Lessor as Title Policy Proceeds for any amounts paid by such Lessee to remove
or discharge any such matter, including, without limitation, expenses
incurred by such Lessee in causing such matter to be removed or discharged.


                                  ARTICLE X.
                   LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

      Section 10.1 EVENT OF LOSS. Any event (i) which would otherwise
constitute a Casualty during the Base Term, and (ii) as to which the related
Lessee, within sixty (60) days after the occurrence of such event, delivers
to Lessor an Officer's Certificate notifying Lessor of such event and of such
Lessee's decision not to rebuild such Leased Property, shall constitute an
"EVENT OF LOSS". In the case of any other event which constitutes a Casualty,
the related Lessee shall restore such Leased Property pursuant to SECTION
10.3. If an Event of Loss other than an Event of Taking shall occur, the
related Lessee shall pay to Lessor on the later of (i) the 60th day and (ii)
the next Payment Date following delivery of the Officer's Certificate
pursuant to CLAUSE (iii) above an amount equal to the related Leased Property
Balance. Upon Lessor's receipt of such Leased Property Balance on such date,
Lessor shall cause Lessor's interest in such Leased Property to be conveyed
to the related Lessee in accordance with and subject to the provisions of
SECTION 14.5 hereof; upon completion of such purchase, but not prior thereto,
this Lease with respect to such Leased Property and all obligations hereunder
with respect to such Leased Property shall terminate, except with respect to
obligations and liabilities hereunder, actual or contingent, that have arisen
or relate to events occurring on or prior to such date of purchase, or which
are expressly stated herein to survive termination of this Lease.

      Upon the consummation of the purchase of any Leased Property pursuant to
this SECTION 10.1, any proceeds derived from insurance required to be maintained
by the related Lessee pursuant to this Lease for any Leased Property remaining
after payment of such purchase price shall be paid over to, or retained by, such
Lessee or as it may direct, and Lessor shall assign to such Lessee, without
warranty, all of Lessor's rights to and interest in such insurance required to
be maintained by such Lessee pursuant to this Lease.

      Section 10.2 EVENT OF TAKING. Any event (i) which constitutes a
Condemnation of all of, or substantially all of, a Leased Property, or (ii)
(A) which would otherwise constitute a Condemnation, and (B) as to which the
related Lessee, within


                                       13
<Page>

sixty (60) days after the occurrence of such event, delivers to Lessor an
Officer's Certificate notifying Lessor of such event and of such Lessee's
decision not to restore such Leased Property, shall constitute an "EVENT OF
TAKING". In the case of any other event which constitutes a Condemnation, the
related Lessee shall restore and rebuild such Leased Property pursuant to
SECTION 10.4. If an Event of Taking shall occur, the related Lessee shall pay
to Lessor (1) on the later of (A) the 60th day and (B) the next Payment Date
following the occurrence of such Event of Taking, in the case of an Event of
Taking described in CLAUSE (i) above, or (2) on the later of (A) the 60th day
and (B) the next Payment Date following delivery of the Officer's Certificate
pursuant to CLAUSE (ii) above, in the case of an Event of Taking described in
CLAUSE (ii) above, an amount equal to the related Leased Property Balance.
Upon Lessor's receipt of such Leased Property Balance on such date, Lessor
shall cause Lessor's interest in such Leased Property to be conveyed to the
related Lessee in accordance with and subject to the provisions of SECTION
14.5 hereof (provided that such conveyance shall be subject to all rights of
the condemning authority); upon completion of such purchase, but not prior
thereto, this Lease with respect to such Leased Property and all obligations
hereunder with respect to such Leased Property shall terminate, except with
respect to obligations and liabilities hereunder, actual or contingent, that
have arisen or relate to events occurring on or prior to such date of
purchase, or which are expressly stated herein to survive termination of this
Lease.

      Upon the consummation of the purchase of such Leased Property pursuant
to this SECTION 10.2, all Awards received by Lessor, after deducting any
reasonable costs incurred by Lessor in collecting such Awards, received or
payable on account of an Event of Taking with respect to such Leased Property
during the related Lease Term shall be paid to the related Lessee, and all
rights of Lessor in Awards not then received shall be assigned to Lessee by
Lessor.

      Section 10.3 CASUALTY. If a Casualty shall occur, the related Lessee
shall rebuild and restore the affected Leased Property, will complete the
same prior to the Lease Termination Date, and will cause the condition set
forth in Section 3.5 (c) of the Master Agreement to be fulfilled with respect
to such restoration and rebuilding prior to the Lease Termination Date,
regardless of whether insurance proceeds received as a result of such
Casualty are sufficient for such purpose.

      Section 10.4 CONDEMNATION. If a Condemnation shall occur, the related
Lessee shall rebuild and restore the affected Leased Property, will complete the
same prior to the Lease Termination



                                       14
<Page>

Date, and will cause the condition set forth in Section 3.5 (c) of the Master
Agreement to be fulfilled with respect to such restoration and rebuilding
prior to the Lease Termination Date.

      Section 10.5 VERIFICATION OF RESTORATION AND REBUILDING. In the event
of Casualty or Condemnation, to verify the related Lessee's compliance with
the foregoing SECTION 10.3 or 10.4, as appropriate, Lessor, the Syndication
Agent, the Lenders and their respective authorized representatives may, upon
five (5) Business Days' notice to such Lessee, make inspections of the
affected Leased Property with respect to (i) the extent of the Casualty or
Condemnation and (ii) the restoration and rebuilding of the related Building
and the Land. All actual and reasonable out-of-pocket costs of such
inspections incurred by Lessor, the Syndication Agent or any Lender will be
paid by the related Lessee promptly after written request. No such inspection
shall unreasonably interfere with the related Lessee's operations or the
operations of any other occupant of such Leased Property. None of the
inspecting parties shall have any duty to make any such inspection or inquiry
and none of the inspecting parties shall incur any liability or obligation by
reason of making or not making any such inspection or inquiry.

      Section 10.6 APPLICATION OF PAYMENTS. All proceeds (except for payments
under insurance policies maintained other than pursuant to ARTICLE VIII of
this Lease) received at any time by Lessor, any Lessee or the Syndication
Agent from any Governmental Authority or other Person with respect to any
Condemnation or Casualty to any Leased Property or any part thereof or with
respect to an Event of Loss or an Event of Taking, PLUS the amount of any
payment that would have been due from an insurer but for a Lessee's
self-insurance or deductibles ("LOSS PROCEEDS"), shall (except to the extent
SECTION 10.9 applies) be applied as follows:

            (a) In the event the related Lessee purchases such Leased Property
      pursuant to SECTION 10.1 or SECTION 10.2, such Loss Proceeds shall be
      applied as set forth in SECTION 10.1 or SECTION 10.2, as the case may be;

            (b) In the event of a Casualty at such time when no Event of Default
      has occurred and is continuing and the related Lessee is obligated to
      repair and rebuild such Leased Property pursuant to SECTION 10.3, such
      Lessee may, in good faith and subsequent to the date of such Casualty,
      certify to Lessor and to the applicable insurer that no Event of Default
      has occurred and is continuing, in which event the applicable insurer
      shall pay the Loss Proceeds to Lessee;


                                       15
<Page>

            (c) In the event of a Condemnation at such time when no Event of
      Default has occurred and is continuing and the related Lessee is obligated
      to repair and rebuild such Leased Property pursuant to SECTION 10.4, such
      Lessee may, in good faith and subsequent to the date of such Condemnation,
      certify to Lessor and the Syndication Agent that no Event of Default has
      occurred and is continuing, in which event the applicable Award shall be
      paid over to such Lessee; and

            (d)   As provided in SECTION 10.8, if such section is applicable.

      During any period of repair or rebuilding pursuant to this ARTICLE X,
this Lease will remain in full force and effect and Basic Rent shall continue
to accrue and be payable without abatement or reduction. Each Lessee shall
maintain records setting forth information relating to the receipt and
application of payments in accordance with this SECTION 10.6. Such records
shall be kept on file by each Lessee at its offices and shall be made
available to Lessor, the Lenders and the Syndication Agent upon request.

      Section 10.7 PROSECUTION OF AWARDS. (a) If any Condemnation shall occur,
the related Lessee shall give to Lessor and the Syndication Agent promptly, but
in any event within thirty (30) days after the occurrence thereof, written
notice of such occurrence and the date thereof, generally describing the nature
and extent of such Condemnation. With respect to any Event of Taking or any
Condemnation, the related Lessee shall control the negotiations with the
relevant Governmental Authority as to any proceeding in respect of which Awards
are required, under SECTION 10.6, to be assigned or released to such Lessee,
unless an Event of Default shall have occurred and be continuing, in which case
(i) the Syndication Agent (or Lessor if the Loans have been fully paid) shall
control such negotiations; and (ii) such Lessee hereby irrevocably assigns,
transfers and sets over to Lessor all rights of such Lessee to any Award on
account of any Event of Taking or any Condemnation and, if there will not be
separate Awards to Lessor and such Lessee on account of such Event of Taking or
Condemnation, irrevocably authorizes and empowers the Syndication Agent (or
Lessor if the Loans have been fully paid) during the continuance of an Event of
Default, with full power of substitution, in the name of such Lessee or
otherwise (but without limiting the obligations of such Lessee under this
ARTICLE X), to file and prosecute what would otherwise be such Lessee's claim
for any such Award and to collect, receipt for and retain the same. In any event
Lessor and the Syndication Agent may participate in such negotiations, and no
settlement


                                       16
<Page>

will be made without the prior consent of the Syndication Agent (or Lessor if
the Loans have been fully paid), not to be unreasonably withheld.

      (b) Notwithstanding the foregoing, each Lessee may prosecute, and
Lessor shall have no interest in, any claim with respect to such Lessee's
personal property and equipment not financed by or otherwise property of
Lessor, business interruption or similar award and such Lessee's relocation
expenses.

      Section 10.8 APPLICATION OF CERTAIN PAYMENTS NOT RELATING TO AN EVENT
OF TAKING. In case of a requisition for temporary use of all or a portion of
any Leased Property which is not an Event of Taking, this Lease shall remain
in full force and effect with respect to such Leased Property, without any
abatement or reduction of Basic Rent, and the Awards for such Leased Property
shall, unless an Event of Default has occurred and is continuing, be paid to
the related Lessee.

      Section 10.9 OTHER DISPOSITIONS. Notwithstanding the foregoing
provisions of this ARTICLE X, so long as an Event of Default shall have
occurred and be continuing, any amount that would otherwise be payable to or
for the account of, or that would otherwise be retained by, a Lessee pursuant
to this ARTICLE X shall be paid to the Syndication Agent (or Lessor if the
Loans have been fully paid) as security for the obligations of the Lessees
under this Lease and, at such time thereafter as no Event of Default shall be
continuing, such amount shall be paid promptly to the related Lessee to the
extent not previously applied by Lessor or the Syndication Agent in
accordance with the terms of this Lease or the other Operative Documents.

      Section 10.10 NO RENT ABATEMENT. Rent shall not abate hereunder by
reason of any Casualty, any Event of Loss, any Event of Taking or any
Condemnation of any Leased Property, and each Lessee shall continue to
perform and fulfill all of such Lessee's obligations, covenants and
agreements hereunder notwithstanding such Casualty, Event of Loss, Event of
Taking or Condemnation until the Lease Termination Date.



                                       17
<Page>


                                  ARTICLE XI.
                          INTEREST CONVEYED TO LESSEES

      The Lessees intend that this Lease be treated, for accounting purposes,
as an operating lease. For purposes of federal, state and local income or
franchise taxes and for any other tax imposed on or measured by income, and
for commercial and bankruptcy law purposes, the Lessees and Lessor intend
that the transaction represented by this Lease be treated as a financing
transaction; for such purposes, it is the intention of the parties hereto (i)
that this Lease be treated as a mortgage or deed of trust (whichever is
applicable in the jurisdictions in which the Leased Properties are located)
and security agreement, encumbering the Leased Properties, and that each
Lessee, as grantor, hereby grants, conveys, mortgages, assigns and transfers
to Lessor, as mortgagee or beneficiary and secured party, or any successor
thereto, a first and paramount Lien on each Leased Property in which such
Lessee has an interest, (ii) that Lessor shall have, as a result of such
determination, all of the rights, powers and remedies of a mortgagee, deed of
trust beneficiary or secured party available under Applicable Law to take
possession of and sell (whether by foreclosure or otherwise) any Leased
Property, (iii) that the effective date of such mortgage, security deed or
deed of trust shall be the effective date of this Lease, (iv) that the
recording of this Lease or a Lease Supplement shall be deemed to be the
recording of such mortgage, security deed or deed of trust, and (v) that the
obligations secured by such mortgage, security deed or deed of trust shall
include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder
and all other obligations of and amounts due from each Lessee hereunder and
under the Operative Documents.


                                 ARTICLE XII.
                                EVENTS OF DEFAULT

      The following events shall constitute Events of Default (whether any
such event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any administrative or
governmental body):

      (a) any Lessee shall fail to make any payment of Basic Rent when due, and
such failure shall continue for five (5) or more Business Days;

      (b) any Lessee shall fail to make any payment of Rent (other than Basic
Rent and other than as set forth in CLAUSE (c)



                                       18
<Page>


or any other amount payable hereunder or under any of the other Operative
Documents (other than Basic Rent and other than as set forth in CLAUSE (c)),
and such failure shall continue for a period of ten (10) days; or

      (c) any Lessee shall fail to pay the Funded Amount or Lease Balance when
due pursuant to SECTION 10.1, 10.2, 14.1 or 14.2, or any Lessee shall fail to
pay the Recourse Deficiency Amount when required pursuant to ARTICLE XIV or the
Construction Syndication Agent shall fail to make any payment when due under the
Construction Agency Agreement within five (5) Business Days after it was due; or

      (d) any Lessee shall fail to maintain insurance as required by ARTICLE
VIII hereof, and such failure shall continue until the earlier of (i) thirty
(30) days after written notice thereof from Lessor and (ii) the day immediately
preceding the date on which any applicable insurance coverage would otherwise
lapse or terminate; or

      (e) The Company or any of its Subsidiaries shall default in the payment
when due of any principal of or interest on any of its other Indebtedness
aggregating $100,000 or more, or in the payment when due of any amount under
any Interest Rate Protection Agreement; or any event specified in any note,
agreement, indenture or other document evidencing or relating to any such
Indebtedness or any event specified in any Interest Rate Protection Agreement
shall occur if the effect of such event is to cause, or (with the giving of
any notice or the lapse of time or both) to permit the holder or holders of
such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause, such Indebtedness to become due, or to be prepaid in full (whether
by redemption, purchase, offer to purchase or otherwise), prior to its stated
maturity or, in the case of an Interest Rate Protection Agreement, to permit
the payments owing under such Interest Rate Protection Agreement to be
liquidated; or

      (f) (i) The Company or any of its Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part of its
assets, or the Lessee or



                                       19
<Page>

any of its Subsidiaries shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against the Company or any of
its Subsidiaries any case, proceeding or other action of a nature referred to
in CLAUSE (i) above which (A) results in the entry of an order for relief or
any such adjudication or appointment or (B) remains undismissed, undischarged
or unbonded for a period of 60 days; or (iii) there shall be commenced
against the Company or any of its Subsidiaries any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets which
results in the entry of an order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (iv) the Company or any of its Subsidiaries shall
take any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in, any of the acts set forth in CLAUSE (i), (ii), or (iii)
above; or (v) the Company or any of its Subsidiaries shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its debts
as they become due; or

      (g) Any representation or warranty by the Company, any Lessee or any
other Obligor in any Operative Document or in any certificate or document
delivered to Lessor, the Syndication Agent or any Lender pursuant to any
Operative Document shall have been false or misleading in any material
respect when made; or

      (h) The Company or any Lessee shall fail in any material respect to
timely, perform or observe any covenant, condition or agreement (not included
in the other clauses of this ARTICLE XII) to be performed or observed by it
hereunder or under any other Operative Document and such failure shall
continue for a period of thirty (30) days after the Company's or such
Lessee's receipt of written notice thereof from Lessor, the Syndication Agent
or any Lender; or

      (i) A final judgment or judgments for the payment of money in an amount in
excess of $100,000 shall be rendered by one or more courts, administrative
tribunals or other bodies having jurisdiction against the Company or any of its
Subsidiaries and the same shall not be discharged (or provision shall not be
made for such discharge), or a stay of execution thereof shall not be procured,
within 30 days from the date of entry thereof and the Company or such Subsidiary
(as the case may be) shall not, within said period of 30 days, or such longer
period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal; or


                                       20
<Page>



      (j) An event or condition specified in Section 5.1(a) (viii) of the
Master Agreement shall occur or exist with respect to any Plan or
Multiemployer Plan and, as a result of such event or condition, together with
all other such events or conditions, the Company or any ERISA Affiliate shall
incur or in the opinion of the Required Lenders shall be reasonably likely to
incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination
of the foregoing) that, in the determination of the Combined Determination
Parties, would (either individually or in the aggregate) have a Material
Adverse Effect; or

      (k) A reasonable basis shall exist for the assertion against the
Company or any of its Subsidiaries, or any predecessor in interest of the
Lessee or any of its Subsidiaries or Affiliates, of (or there shall have been
asserted against the Company or any of its Subsidiaries) an Environmental
Claim that, in the judgment of the Required Lenders is reasonably likely to
be determined adversely to the Company or any of its Subsidiaries, and the
amount thereof (either individually or in the aggregate) is reasonably likely
to have a Material Adverse Effect (insofar as such amount is payable by the
Company or any of its Subsidiaries but after deducting any portion thereof
that is reasonably expected to be paid by other creditworthy Persons jointly
and severally liable therefor); or

      (l)   Any of the following:

               (i) 15 Business Days shall have elapsed after any material
      Correctional and Detention Facility Contract shall have been terminated
      and shall not have been renewed on substantially the same terms or terms
      more favorable to the Obligors (unless during such 15 Business Day period
      the Company shall have demonstrated to the satisfaction of the Syndication
      Agent and each Funding Party that such termination will not have a
      Material Adverse Effect); or

              (ii) the payment terms of any material Correctional and Detention
      Facility Contract shall be modified or any other terms of any material
      Correctional and Detention Facility Contract shall be modified in any
      respect which the Combined Determination Parties determine could
      reasonably be expected to have a Material Adverse Effect; or

             (iii) any Obligor shall default in the performance of any
      of its material obligations under any material Correctional and
      Detention Facility Contract; or

              (iv) any party to any Correctional and Detention Facility
      Contract (other than an Obligor) shall default in



                                       21
<Page>



      the performance of any of its material obligations thereunder; or

               (v) an event or condition of the type described in PARAGRAPH (f)
      above shall occur or exist with respect to any party to any material
      Correctional and Detention Facility Contract (other than an Obligor); or

              (vi) any relevant legislature or administrative body shall fail
      to appropriate any material amount of funds in respect of any material
      Correctional and Detention Facility Contract

      (for purposes of this CLAUSE (l) and the following CLAUSE (m), a
      Correctional and Detention Facility Contract shall be deemed to be
      "material" if the failure of the Obligors to receive the amounts stated to
      be due and owing thereunder could reasonably be expected to have a
      Material Adverse Effect); or

      (m) Any Use Permit relating to a material Correctional and Detention
Facility Agreement shall be revoked, withdrawn or otherwise terminated; or
any Use Permit relating to a material Correctional and Detention Facility
Agreement shall be modified, amended or supplemented in a way which the
Combined Determination Parties determine could have a Material Adverse Effect.


                                 ARTICLE XIII.
                                  ENFORCEMENT

      Section 13.1 REMEDIES. Upon the occurrence and during the continuance
of any Event of Default, Lessor may do one or more of the following as Lessor
in its sole discretion shall determine, without limiting any other right or
remedy Lessor may have on account of such Event of Default (including,
without limitation, the obligation of the Lessees to purchase the Leased
Properties as set forth in SECTION 14.3):

      (a) Lessor may, by notice to the Company, rescind or terminate this
Lease as of the date specified in such notice; however, (A) no reletting,
reentry or taking of possession of any Leased Property by Lessor will be
construed as an election on Lessor's part to terminate this Lease unless a
written notice of such intention is given to the Company, (B) notwithstanding
any reletting, reentry or taking of possession, Lessor may at any time
thereafter elect to terminate this Lease for a continuing



                                       22
<Page>

Event of Default, and (C) no act or thing done by Lessor or any of its
agents, representatives or employees and no agreement accepting a surrender
of any Leased Property shall be valid unless the same be made in writing and
executed by Lessor;

      (b) Lessor may (i) demand that the Lessees, and the Lessees shall upon
the written demand of Lessor, return the Leased Properties promptly to Lessor
in the manner and condition required by, and otherwise in accordance with all
of the provisions of, ARTICLES VI and XIV hereof as if the Leased Properties
were being returned at the end of the Lease Term, and Lessor shall not be
liable for the reimbursement of any Lessee for any costs and expenses
incurred by such Lessee in connection therewith and (ii) without prejudice to
any other remedy which Lessor may have for possession of the Leased
Properties, and to the extent and in the manner permitted by Applicable Law,
enter upon any Leased Property and take immediate possession of (to the
exclusion of each Lessee) any Leased Property or any part thereof and expel
or remove Lessee and any other person who may be occupying such Leased
Property, by summary proceedings or otherwise, all without liability to any
Lessee for or by reason of such entry or taking of possession, whether for
the restoration of damage to property caused by such taking or otherwise and,
in addition to Lessor's other damages, the Lessees shall be responsible for
the actual and reasonable costs and expenses of reletting, including brokers'
fees and the reasonable costs of any alterations or repairs made by Lessor;

      (c) Lessor may (i) sell all or any part of any Leased Property at
public or private sale, as Lessor may determine, free and clear of any rights
of any Lessee and without any duty to account to any Lessee with respect to
such action or inaction or any proceeds with respect thereto (except to the
extent required by CLAUSE (ii) below if Lessor shall elect to exercise its
rights thereunder) in which event the Lessees' obligation to pay Basic Rent
for such Leased Property hereunder for periods commencing after the date of
such sale shall be terminated or proportionately reduced, as the case may be;
and (ii) if Lessor shall so elect, demand that Lessee pay to Lessor, and the
Lessees shall pay to Lessor, on the date of such sale, as liquidated damages
for loss of a bargain and not as a penalty (the parties agreeing that
Lessor's actual damages would be difficult to predict, but the aforementioned
liquidated damages represent a reasonable approximation of such amount) (in
lieu of Basic Rent due for periods commencing on or after the Payment Date
coinciding with such date of sale (or, if the sale date is not a Payment
Date, the Payment Date next preceding the date of such sale)), an amount
equal to (a) the excess, if any, of (1) the sum of (A) all Rent due and
unpaid to and including such Payment Date



                                       23
<Page>

and (B) the Funded Amounts with respect to such Leased Property, computed as
of such date, over (2) the net proceeds of such sale (that is, after
deducting all costs and expenses incurred by Lessor, the Syndication Agent or
any Lender incident to such conveyance (including, without limitation, all
costs, expenses, fees, premiums and taxes described in SECTION 14.5(b)));
PLUS (b) interest at the Overdue Rate on the foregoing amount from such
Payment Date until the date of payment;

      (d) Lessor may, at its option, not terminate this Lease, and continue
to collect all Basic Rent, Supplemental Rent, and all other amounts
(including, without limitation, the Funded Amount) due Lessor (together with
all costs of collection) and enforce the Lessees' obligations under this
Lease as and when the same become due, or are to be performed, and at the
option of Lessor, upon any abandonment of any Leased Property by Lessee or
re-entry of same by Lessor, Lessor may, in its sole and absolute discretion,
elect not to terminate this Lease with respect thereto and may make such
reasonable alterations and necessary repairs in order to relet such Leased
Property, and relet such Leased Property or any part thereof for such term or
terms (which may be for a term extending beyond the term of this Lease) and
at such rental or rentals and upon such other terms and conditions as Lessor
in its reasonable discretion may deem advisable; and upon each such reletting
all rentals actually received by Lessor from such reletting shall be applied
to the Lessees' obligations hereunder in such order, proportion and priority
as Lessor may elect in Lessor's sole and absolute discretion; it being agreed
that under no circumstances shall any Lessee benefit from its default from
any increase in market rents. If such rentals received from such reletting
during any Rent Period are less than the Rent to be paid during that Rent
Period by the Lessees hereunder, the Lessees, jointly and severally, shall
pay any deficiency, as calculated by Lessor, to Lessor on the Payment Date
for such Rent Period;

      (e) If any Leased Property has not been sold, Lessor may, whether or
not Lessor shall have exercised or shall thereafter at any time exercise any
of its rights under PARAGRAPH (b), (c) or (d) of this ARTICLE XIII with
respect to such Leased Property, demand, by written notice to the related
Lessee specifying a date (the "FINAL RENT PAYMENT DATE") not earlier than 30
days after the date of such notice, that such Lessee purchase, on the Final
Rent Payment Date, such Leased Property in accordance with the provisions of
SECTIONS 14.2, 14.4 and 14.5; PROVIDED, HOWEVER, that such purchase shall
occur on the date set forth in such notice, notwithstanding the provision in
SECTION 14.2 calling for such purchase to occur on the Lease Termination Date;



                                       24
<Page>



      (f) Lessor may exercise any other right or remedy that may be available
to it under Applicable Law, or proceed by appropriate court action (legal or
equitable) to enforce the terms hereof or to recover damages for the breach
hereof. Separate suits may be brought to collect any such damages for any
Rent Period(s), and such suits shall not in any manner prejudice Lessor's
right to collect any such damages for any subsequent Rent Period(s), or
Lessor may defer any such suit until after the expiration of the Lease Term,
in which event such suit shall be deemed not to have accrued until the
expiration of the Lease Term; or

      (g) Lessor may retain and apply against Lessor's damages all sums which
Lessor would, absent such Event of Default, be required to pay to, or turn
over to, a Lessee pursuant to the terms of this Lease.

      (h) Until such time as Lessor commences material preparations for the
sale or re-lease of the Leased Properties, the Lessees may purchase all, but
not less than all, of the Leased Properties for the Lease Balance, plus any
amounts due pursuant to Section 7.5(f) of the Master Agreement. Such purchase
shall be made in accordance with SECTION 14.5 upon not less than five (5)
Business Days' written notice (which shall be irrevocable) to Lessor, which
notice shall set forth the date of purchase (which shall be a date no later
than 10 Business Days from the date of such notice).

      (i) Notwithstanding the foregoing, in the case of remedies related
solely to an Event of Default pursuant to CLAUSE (i) of ARTICLE XII, the
Lessees shall only be obligated to make payments with respect to the Leased
Properties in an amount equal to the sum of (i) all accrued and unpaid Rent,
PLUS (ii) the Recourse Deficiency Amount. The Lessees shall make such payment
within 30 days of demand therefor by Lessor, and shall return the Leased
Properties to Lessor in accordance with SECTION 14.8.

      Section 13.2 REMEDIES CUMULATIVE; NO WAIVER; CONSENTS. To the extent
permitted by, and subject to the mandatory requirements of, Applicable Law,
each and every right, power and remedy herein specifically given to Lessor or
otherwise in this Lease shall be cumulative and shall be in addition to every
other right, power and remedy herein specifically given or now or hereafter
existing at law, in equity or by statute, and each and every right, power and
remedy whether specifically herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by Lessor, and the exercise or the beginning of the exercise of any
power or remedy shall not be construed to be a waiver of the right to



                                       25
<Page>

exercise at the same time or thereafter any right, power or remedy. No delay
or omission by Lessor in the exercise of any right, power or remedy or in the
pursuit of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default on the part of any Lessee or to be an
acquiescence therein. Lessor's consent to any request made by any Lessee
shall not be deemed to constitute or preclude the necessity for obtaining
Lessor's consent, in the future, to all similar requests. No express or
implied waiver by Lessor of any Event of Default shall in any way be, or be
construed to be, a waiver of any future or subsequent Potential Event of
Default or Event of Default. To the extent permitted by Applicable Law, each
Lessee hereby waives any rights now or hereafter conferred by statute or
otherwise that may require Lessor to sell, lease or otherwise use any Leased
Property or part thereof in mitigation of Lessor's damages upon the
occurrence of an Event of Default or that may otherwise limit or modify any
of Lessor's rights or remedies under this ARTICLE XIII.


                                 ARTICLE XIV.
             SALE, RETURN OR PURCHASE OF LEASED PROPERTY; RENEWAL

      Section 14.1 LESSEE'S OPTION TO PURCHASE. (a) Subject to the terms,
conditions and provisions set forth in this ARTICLE XIV, each Lessee shall
have the option (the "PURCHASE OPTION"), to be exercised as set forth below,
to purchase from Lessor, Lessor's interest in all of the Leased Properties
leased by it; PROVIDED that, such option must be exercised with respect to
all, but not less than all, of the Leased Properties under all of the Lease
Supplements. Such option must be exercised by written notice to Lessor not
later than twelve months prior to the Lease Termination Date which notice
shall be irrevocable; such notice shall specify the date that such purchase
shall take place, which date shall be a Rent Payment Date occurring not less
than thirty (30) days after such notice or the Lease Termination Date
(whichever is earlier). If the Purchase Option is exercised pursuant to the
foregoing, then, subject to the provisions set forth in this ARTICLE XIV, on
the applicable purchase date or the Lease Termination Date, as the case may
be, Lessor shall convey to each Lessee, without recourse or warranty (other
than as to the absence of Lessor Liens) and each Lessee shall purchase from
Lessor, Lessor's interest in the Leased Properties leased by such Lessee. The
exercise by any Lessee of the Purchase Option hereunder shall be deemed to be
an exercise of the Purchase Option by each other Lessee hereunder.

      (b) Subject to the terms, conditions and provisions set forth in this
ARTICLE XIV, and provided no Event of Default has



                                       26
<Page>

occurred and is continuing, each Lessee shall have the option (the "PARTIAL
PURCHASE OPTION"), to be exercised as set forth below, to purchase from
Lessor Lessor's interest in any Leased Property leased by such Lessee. Such
option must be exercised by written notice to Lessor, which notice shall be
irrevocable; such notice shall specify the Leased Property to be purchased
and the date that such purchase shall take place, which date shall be a Rent
Payment Date occurring not less than thirty (30) days after such notice. If a
Partial Purchase Option is exercised pursuant to the foregoing, subject to
the provisions set forth in this ARTICLE XIV, on the applicable purchase date
or the Lease Termination Date, as the case may be, Lessor shall convey to the
related Lessee, and the related Lessee shall purchase from Lessor, Lessor's
interest in the Leased Property that is the subject of such Partial Purchase
Option pursuant to SECTION 14.5.

      (c) Notwithstanding any Lessee's exercise of a Partial Purchase Option
or the Purchase Option, the parties intend that this Lease shall remain in
full force and effect and that Rent shall continue to be payable pending the
consummation of such purchase by such Lessee.

      Section 14.2 CONVEYANCE TO LESSEE. Unless (a) the Lessees shall have
properly exercised the Purchase Option and purchased the Leased Properties
pursuant to SECTION 14.1(a) hereof, or (b) the Lessees shall have properly
exercised the Remarketing Option and shall have fulfilled all of the
conditions of SECTION 14.6 hereof, then, subject to the terms, conditions and
provisions set forth in this ARTICLE XIV, each Lessee shall purchase from
Lessor, and Lessor shall convey to each Lessee, on the Lease Termination Date
all of Lessor's interest in the Leased Properties leased to such Lessee. Any
Lessee may designate, in a notice given to Lessor not less than ten (10)
Business Days prior to the closing of such purchase (time being of the
essence), the transferee to whom the conveyance shall be made (if other than
to such Lessee), in which case such conveyance shall (subject to the terms
and conditions set forth herein) be made to such designee; PROVIDED, HOWEVER,
that such designation of a transferee shall not cause any Lessee to be
released, fully or partially, from any of its obligations under this Lease.

      Section 14.3 ACCELERATION OF PURCHASE OBLIGATION. The Lessees shall be
obligated to purchase Lessor's interest in the Leased Properties immediately,
automatically and without notice upon the occurrence of any Event of Default
specified in CLAUSE (f) of ARTICLE XII, for the purchase price set forth in
SECTION 14.4. Upon the occurrence and during the continuance of any other
Event of Default, Lessees shall be obligated to purchase Lessor's interest in
the Leased Properties for the purchase price



                                       27
<Page>

set forth in SECTION 14.4 upon notice of such obligation from Lessor.

      Section 14.4 DETERMINATION OF PURCHASE PRICE. Upon the purchase by the
Lessees of Lessor's interest in the Leased Properties upon the exercise of
the Purchase Option or pursuant to SECTION 14.2 or 14.3, the aggregate
purchase price for all of the Leased Properties shall be an amount equal to
the Lease Balance as of the closing date for such purchase, PLUS any amount
due pursuant to Section 7.5(f) of the Master Agreement as a result of such
purchase. Upon the purchase by a Lessee of Lessor's interest in a Leased
Property upon the exercise of a Partial Purchase Option, the purchase price
for such Leased Property shall be an amount equal to the Leased Property
Balance for such Leased Property as of the closing date for such purchase,
PLUS any amount due pursuant to Section 7.5(f) of the Master Agreement as a
result of such purchase.

      Section 14.5 PURCHASE PROCEDURE. (a) If a Lessee shall purchase
Lessor's interest in a Leased Property pursuant to any provision of this
Lease, (i) such Lessee shall accept from Lessor and Lessor shall convey such
Leased Property by a duly executed and acknowledged special or limited
warranty deed and bill of sale of such Leased Property in recordable form,
(ii) upon the date fixed for any purchase of Lessor's interest in a Leased
Property hereunder, the related Lessee(s) shall pay to the order of the
Syndication Agent (or Lessor if the Loans have been paid in full) the Lease
Balance or Leased Property Balance, as applicable, plus any amount due
pursuant to Section 7.5 of the Master Agreement as a result of such purchase
by wire transfer of immediately available funds, and (iii) Lessor will
execute and deliver to the related Lessee such other documents, including
releases, termination agreements and termination statements, as may be
legally required or as may be reasonably requested by such Lessee in order to
effect such conveyance, free and clear of Lessor Liens and the Liens of the
Operative Documents.

      (b) Each Lessee shall, at such Lessee's sole cost and expense, obtain
all required governmental and regulatory approval and consents and in
connection therewith shall make such filings as required by Applicable Law;
in the event that Lessor is required by Applicable Law to take any action in
connection with such purchase and sale, the Lessees shall pay prior to
transfer all costs incurred by Lessor in connection therewith. Without
limiting the foregoing, all costs incident to such conveyance, including,
without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees,
commissions, each Lessee's and Lessor's escrow fees, recording fees, title
insurance premiums and all applicable documentary transfer or other transfer
taxes and other


                                       28

<Page>

taxes required to be paid in order to record the transfer documents that
might be imposed by reason of such conveyance and the delivery of such deed
shall be borne entirely by and paid by the Lessees.

      (c) Upon expiration or termination of this Lease resulting in
conveyance of Lessor's interest in the title to the Leased Properties the to
Lessees, there shall be no apportionment of rents (including, without
limitation, water rents and sewer rents), taxes, insurance, utility charges
or other charges payable with respect to the Leased Properties, all of such
rents, taxes, insurance, utility or other charges due and payable with
respect to the Leased Properties prior to termination being payable by the
Lessees hereunder and all due after such time being payable by the Lessees as
the then owner of the Leased Properties.

      Section 14.6 OPTION TO REMARKET. Subject to the fulfillment of each of
the conditions set forth in this SECTION 14.6, and provided that no Lessee
has exercised a Partial Purchase Option, the Lessees shall have the option to
market all of, but not less than all of, the Leased Properties for Lessor
(the "REMARKETING OPTION").

      The Lessees' effective exercise and consummation of the Remarketing
Option shall be subject to the due and timely fulfillment of each of the
following provisions, the failure of any of which, unless waived in writing
by Lessor and the Lenders, shall render the Remarketing Option and the
Lessees' exercise thereof null and void, in which event, each Lessee shall be
obligated to perform its obligations under SECTION 14.2.

            (a) Not later than twelve months prior to the Lease Termination
      Date, the Company shall give to Lessor and the Syndication Agent written
      notice of the Lessees' exercise of the Remarketing Option.

            (b) Not later than ten (10) Business Days prior to the Lease
      Termination Date, each Lessee shall deliver to Lessor and the Syndication
      Agent an environmental assessment of each Leased Property leased by it
      dated not later than forty-five (45) days prior to the Lease Termination
      Date. Such environmental assessment shall be prepared by an environmental
      consultant selected by the Required Funding Parties, shall be in form,
      detail and substance reasonably satisfactory to the Required Funding
      Parties, and shall otherwise indicate the environmental condition of each
      Leased Property to be the same as described in the related Environmental
      Audit.


                                       29
<Page>



            (c) On the date of the Company's notice to Lessor and the
      Syndication Agent of the Lessees' exercise of the Remarketing Option, each
      of the Construction Conditions shall have been timely satisfied and no
      Event of Default or Potential Event of Default shall exist, and
      thereafter, no Event of Default or Potential Event of Default shall exist
      under this Lease.

            (d) Each Lessee shall have completed all Alterations, restoration
      and rebuilding of the Leased Properties leased by it pursuant to SECTIONS
      6.1, 6.2, 10.3 and 10.4 (as the case may be) and shall have fulfilled all
      of the conditions and requirements in connection therewith pursuant to
      said SECTIONS, in each case by the date on which Lessor and the
      Syndication Agent receive the Company's notice of the Lessee's exercise of
      the Remarketing Option (time being of the essence), regardless of whether
      the same shall be within any Lessee's control.

            (e) Each Lessee shall promptly provide any maintenance records
      relating to each Leased Property leased by it to Lessor, the Syndication
      Agent and any potential purchaser upon request, and shall otherwise do all
      things necessary to deliver possession of such Leased Property to the
      potential purchaser. Each Lessee shall allow Lessor, the Syndication Agent
      and any potential purchaser access to any Leased Property for the purpose
      of inspecting the same.

            (f) On the Lease Termination Date, each Lessee shall surrender the
      Leased Properties leased by it in accordance with SECTION 14.8 hereof.

            (g) In connection with any such sale of the Leased Properties, each
      Lessee will provide to the purchaser all customary "seller's" indemnities
      requested by the potential purchaser (taking into account the location and
      nature of the Leased Properties), representations and warranties regarding
      title, absence of Liens (except Lessor Liens) and the condition of the
      Leased Properties, including, without limitation, a customary
      environmental indemnity. Each Lessee shall fulfill all of the requirements
      set forth in CLAUSE (b) of SECTION 14.5, and such requirements are
      incorporated herein by reference. As to Lessor, any such sale shall be
      made on an "as is, with all faults" basis without representation or
      warranty by Lessor, other than the absence of Lessor Liens.

            (h) In connection with any such sale of Leased Properties, each
      Lessee shall pay directly, and not from the



                                       30
<Page>


      sale proceeds, all prorations, credits, costs and expenses of the sale of
      the Leased Properties leased by it, whether incurred by Lessor, any
      Lender, the Syndication Agent or such Lessee, including without
      limitation, the cost of all title insurance, surveys, environmental
      reports, appraisals, transfer taxes, Lessor's and the Syndication Agent's
      attorneys' fees, such Lessee's attorneys' fees, commissions, escrow fees,
      recording fees, and all applicable documentary and other transfer taxes.

            (i) The Lessees, jointly and severally, shall pay to the Syndication
      Agent on the Lease Termination Date (or to such other Person as
      Syndication Agent shall notify Lessee in writing, or in the case of
      Supplemental Rent, to the Person entitled thereto) an amount equal to the
      Recourse Deficiency Amount, PLUS all accrued and unpaid Basic Rent and
      Supplemental Rent, and all other amounts hereunder which have accrued
      prior to or as of such date, in the type of funds specified in SECTION 3.3
      hereof.

If the Lessees have exercised the Remarketing Option, the following additional
provisions shall apply: During the period commencing on the date twelve months
prior to the scheduled expiration of the Lease Term, one or more of the Lessees
shall, as nonexclusive agent for Lessor, use commercially reasonable efforts to
sell Lessor's interest in the Leased Properties and will attempt to obtain the
highest purchase price therefor. All such marketing of the Leased Properties
shall be at the Lessees' sole expense. Each Lessee promptly shall submit all
bids to Lessor and the Syndication Agent and Lessor and the Syndication Agent
will have the right to review the same and the right to submit any one or more
bids. All bids shall be on an all-cash basis. In no event shall such bidder be
Lessee or any Subsidiary or Affiliate of Lessee. The written offer must specify
the Lease Termination Date as the closing date. If, and only if, the aggregate
selling price (net of closing costs and prorations, as reasonably estimated by
the Syndication Agent) is less than the difference between the Lease Balance at
such time minus the Recourse Deficiency Amount, then Lessor or the Syndication
Agent may, in its sole and absolute discretion, by notice to the Company, reject
such offer to purchase, in which event the parties will proceed according to the
provisions of SECTION 14.7 hereof. If neither Lessor nor the Syndication Agent
rejects such purchase offer as provided above, the closing of such purchase of
the Leased Properties by such purchaser(s) shall occur on the Lease Termination
Date, contemporaneously with the Lessees' surrender of the Leased Properties in
accordance with SECTION 14.8 hereof, and the gross proceeds of the sale (i.e.,
without deduction for any marketing, closing or other costs, prorations



                                       31
<Page>

or commissions) shall be paid directly to the Syndication Agent (or Lessor if
the Funded Amounts have been fully paid); PROVIDED, HOWEVER, that if the sum
of the gross proceeds from such sale plus the Recourse Deficiency Amount paid
by the Lessees on the Lease Termination Date pursuant to SECTION 14.6(i),
minus any and all costs and expenses (including broker fees, appraisal costs,
legal fees and transfer taxes) incurred by the Syndication Agent or Lessor in
connection with the marketing of the Leased Properties or the sale thereof
exceeds the Lease Balance as of such date, then the excess shall be paid to
the Company on the Lease Termination Date. No Lessee shall have the right,
power or authority to bind Lessor in connection with any proposed sale of the
Leased Properties.

      Section 14.7 REJECTION OF SALE. Notwithstanding anything contained herein
to the contrary, if Lessor or the Syndication Agent rejects the purchase offer
for the Leased Properties as provided in SECTION 14.6, then (a) the Lessees,
jointly and severally, shall pay to the Syndication Agent the Recourse
Deficiency Amount pursuant to SECTION 14.6(i), (b) Lessor shall retain title to
the Leased Properties, and (c) in addition to the Lessees' other obligations
hereunder, the Lessees, jointly and severally, will reimburse Lessor and the
Syndication Agent, within ten (10) Business Days after written request, for all
reasonable costs and expenses incurred by Lessor or Syndication Agent during the
period ending on the first anniversary of the Lease Termination Date in
connection with the marketing, sale, closing or transfer of the Leased
Properties, which obligation shall survive the Lease Termination Date and the
termination or expiration of this Lease.

      Section 14.8 RETURN OF LEASED PROPERTY. If Lessor retains title to any
Leased Property pursuant to SECTION 14.7 hereof, then the related Lessee
shall, on the Lease Termination Date, and at its own expense, return
possession of such Leased Property to Lessor for retention by Lessor or, if
the Lessees properly exercise the Remarketing Option and fulfill all of the
conditions of SECTION 14.6 hereof and neither Lessor nor the Syndication
Agent rejects such purchase offer pursuant to SECTION 14.6, then each Lessee
shall, on such Lease Termination Date, and at its own cost, transfer
possession of the Leased Property leased by such Lessee to the independent
purchaser thereof, in each case by surrendering the same into the possession
of Lessor or such purchaser, as the case may be, free and clear of all Liens
other than Lessor Liens, in as good condition as it was on the Completion
Date therefor, in the case of new Construction, or the Funding Date therefor
(as modified by Alterations permitted by this Lease), ordinary wear and tear
excepted, and in compliance in all material respects with Applicable Law.
Each Lessee shall,


                                       32
<Page>

on and within a reasonable time before and after the Lease Termination Date,
cooperate with Lessor and the independent purchaser of such Leased Property
in order to facilitate the ownership and operation by such purchaser of such
Leased Property after the Lease Termination Date, which cooperation shall
include the following, all of which such Lessee shall do on or before the
Lease Termination Date or as soon thereafter as is reasonably practicable:
providing all books and records regarding the maintenance and ownership of
such Leased Property and all non-proprietary know-how, data and technical
information relating thereto, providing a copy of the Plans and
Specifications, granting or assigning all licenses (to the extent assignable)
necessary for the operation and maintenance of such Leased Property, and
cooperating in seeking and obtaining all necessary Governmental Action. Each
Lessee shall have also paid the cost of all Alterations commenced prior to
the Lease Termination Date. The obligations of each Lessee under this ARTICLE
XIV shall survive the expiration or termination of this Lease.

      Section 14.9 RENEWAL. Subject to the conditions set forth herein, the
Company may, by written notice to Lessor and the Syndication Agent given not
later than six months prior to the then scheduled Lease Termination Date,
request the renewal of this Lease, for five years commencing on the date
following such Lease Termination Date, PROVIDED that in no event shall the
Lease Term extend beyond the 15th anniversary of the Initial Closing Date. No
later than the date that is 45 days after the date the request to renew has
been delivered to each of Lessor and the Syndication Agent, the Syndication
Agent will notify the Company whether or not Lessor and the Lenders consent
to such renewal request (which consent, in the case of Lessor and the
Lenders, may be granted or denied in their sole discretion, and may be
conditioned on such conditions precedent as may be specified by Lessor and
the Lenders). If the Syndication Agent fails to respond within such time
frame, such failure shall be deemed to be a rejection of such request. If the
Syndication Agent notifies the Company of Lessor's and the Lenders' consent
to such renewal, such renewal shall be effective.


                                  ARTICLE XV.
                               LESSEE'S EQUIPMENT

      After any repossession of any Leased Property (whether or not this Lease
has been terminated), the related Lessee, at its expense and so long as such
removal of such trade fixture, personal property or equipment shall not result
in a violation of Applicable Law, shall, within a reasonable time after such
repossession or within sixty (60) days after such Lessee's



                                       33
<Page>

receipt of Lessor's written request (whichever shall first occur), remove all
of such Lessee's trade fixtures, personal property and equipment from such
Leased Property (to the extent that the same can be readily removed from such
Leased Property without causing material damage to such Leased Property);
PROVIDED, HOWEVER, that such Lessee shall not remove any such trade fixtures,
personal property or equipment that has been financed by Lessor under the
Operative Documents or otherwise constituting Leased Property (or that
constitutes a replacement of such property). Any of a Lessee's trade
fixtures, personal property and equipment not so removed by such Lessee
within such period shall be considered abandoned by such Lessee, and title
thereto shall without further act vest in Lessor, and may be appropriated,
sold, destroyed or otherwise disposed of by Lessor without notice to any
Lessee and without obligation to account therefor and the Lessees will pay
Lessor, upon written demand, all reasonable costs and expenses incurred by
Lessor in removing, storing or disposing of the same and all costs and
expenses incurred by Lessor to repair any damage to such Leased Property
caused by such removal. Each Lessee will immediately repair at its expense
all damage to such Leased Property caused by any such removal (unless such
removal is effected by Lessor, in which event such Lessee shall pay all
reasonable costs and expenses incurred by Lessor for such repairs). Lessor
shall have no liability in exercising Lessor's rights under this ARTICLE XV,
nor shall Lessor be responsible for any loss of or damage to any Lessee's
personal property and equipment.


                                 ARTICLE XVI.
                          RIGHT TO PERFORM FOR LESSEE

      If any Lessee shall fail to perform or comply with any of its
agreements contained herein, after any grace and notice requirements
applicable to such failure shall have been satisfied, Lessor, upon notice to
Lessee, may perform or comply with such agreement, and Lessor shall not
thereby be deemed to have waived any default caused by such failure, and the
amount of such payment and the amount of the expenses of Lessor (including
actual and reasonable attorneys' fees and expenses) incurred in connection
with such payment or the performance of or compliance with such agreement, as
the case may be, shall be deemed Supplemental Rent, payable by the Lessees to
Lessor within thirty (30) days after written demand therefor.





                                       34
<Page>


                                 ARTICLE XVII.
                                 MISCELLANEOUS

      Section 17.1 REPORTS. To the extent required under Applicable Law and
to the extent it is reasonably practical for a Lessee to do so, such Lessee
shall prepare and file in timely fashion, or, where such filing is required
to be made by Lessor or it is otherwise not reasonably practical for a Lessee
to make such filing, a Lessee shall prepare and deliver to Lessor (with a
copy to the Syndication Agent) within a reasonable time prior to the date for
filing and Lessor shall file, any material reports with respect to the
condition or operation of such Leased Property that shall be required to be
filed with any Governmental Authority.

      Section 17.2 BINDING EFFECT; SUCCESSORS AND ASSIGNS; SURVIVAL. The
terms and provisions of this Lease, and the respective rights and obligations
hereunder of Lessor and the Lessees, shall be binding upon their respective
successors, legal representatives and assigns (including, in the case of
Lessor, any Person to whom Lessor may transfer any Leased Property or any
interest therein in accordance with the provisions of the Operative
Documents), and inure to the benefit of their respective permitted successors
and assigns, and the rights granted hereunder to the Syndication Agent and
the Lenders shall inure (subject to such conditions as are contained herein)
to the benefit of their respective permitted successors and assigns. Each
Lessee hereby acknowledges that Lessor has collaterally assigned all of its
right, title and interest to, in and under this Lease to the Syndication
Agent and the Lenders pursuant to the Loan Agreement and related Operative
Documents, and that all of Lessor's rights hereunder may be exercised by the
Syndication Agent.

      Section 17.3 QUIET ENJOYMENT. Lessor covenants that it will not
interfere in the related Lessee's or any of its permitted sublessees' quiet
enjoyment of the Leased Properties in accordance with this Lease during the
Lease Term, so long as no Event of Default has occurred and is continuing.
Such right of quiet enjoyment is independent of, and shall not affect,
Lessor's rights otherwise to initiate legal action to enforce the obligations
of the Lessees under this Lease.

      Section 17.4 NOTICES. Unless otherwise specified herein, all notices,
offers, acceptances, rejections, consents, requests, demands or other
communications to or upon the respective parties hereto shall be in writing
and shall be deemed to have been given as set forth in Section 8.2 of the
Master Agreement. All such notices, offers, acceptances, rejections,
consents, requests,


                                       35
<Page>

demands or other communications shall be addressed as follows or to such
other address as any of the parties hereto may designate by written notice:

<Table>

<S>                                 <C>
      If to the Company:            Atlantic Financial Group, Ltd.
                                    c/o Grogan & Brawner
                                    2311 Cedar Springs Road
                                    Suite 150
                                    Dallas, Texas 75201
                                    Attn:  Stephen Brookshire

      If to any Lessee:             Cornell Corrections, Inc.
                                    1700 West Loop South, Suite 1500
                                    Houston, Texas 77027
                                    Attn:  Chief Financial Officer

      with a copy to:               Liddell Sapp
                                    600 Travis, Suite 3200
                                    Houston, Texas 77002
                                    Attn:  Brett Hamilton

      If to Syndication Agent:      ING (U.S.) Capital Corporation
                                    135 East 57th Street
                                    New York, New York 10022
                                    Attn:  Merchant Banking Group

</Table>

      If to a Lender, to the address provided in the Master Agreement or the
      Credit Agreement, as the case may be.

      Section 17.5 SEVERABILITY. Any provision of this Lease that shall be
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction, and Lessee
shall remain liable to perform its obligations hereunder except to the extent
of such unenforceability. To the extent permitted by Applicable Law, each
Lessee hereby waives any provision of law that renders any provision hereof
prohibited or unenforceable in any respect.

      Section 17.6 AMENDMENT; COMPLETE AGREEMENTS. Neither this Lease nor any
of the terms hereof may be terminated, amended, supplemented, waived or
modified orally, except by an instrument in writing signed by Lessor and the
Company in accordance with (and subject to the receipt of the consents
required by) the provisions of Section 8.4 of the Master Agreement. This Lease,



                                       36
<Page>

together with the applicable Lease Supplement and the other Operative
Documents, is intended by the parties as a final expression of their lease
agreement and as a complete and exclusive statement of the terms thereof, all
negotiations, considerations and representations between the parties having
been incorporated herein and therein. No course of prior dealings between the
parties or their officers, employees, agents or Affiliates shall be relevant
or admissible to supplement, explain, or vary any of the terms of this Lease
or any other Operative Document. Acceptance of, or acquiescence in, a course
of performance rendered under this or any prior agreement between the parties
or their Affiliates shall not be relevant or admissible to determine the
meaning of any of the terms of this Lease or any other Operative Document. No
representations, undertakings, or agreements have been made or relied upon in
the making of this Lease other than those specifically set forth in the
Operative Documents.

      Section 17.7 CONSTRUCTION. This Lease shall not be construed more
strictly against any one party, it being recognized that both of the parties
hereto have contributed substantially and materially to the preparation and
negotiation of this Lease.

      Section 17.8 HEADINGS. The Table of Contents and headings of the
various Articles and Sections of this Lease are for convenience of reference
only and shall not modify, define or limit any of the terms or provisions
hereof.

      Section 17.9 COUNTERPARTS. This Lease may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

      Section 17.10 GOVERNING LAW. THIS LEASE SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, EXCEPT AS TO MATTERS RELATING TO THE CREATION OF THE LEASEHOLD OR
MORTGAGE ESTATES HEREUNDER, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH
RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATES IN WHICH SUCH ESTATES ARE LOCATED.

      Section 17.11 DISCHARGE OF A LESSEE'S OBLIGATIONS BY ITS AFFILIATES.
Lessor agrees that performance of any of any Lessee's obligations hereunder
by one or more of such Lessee's Affiliates shall constitute performance by
such Lessee of such obligations to the same extent and with the same effect
hereunder



                                       37
<Page>

as if such obligations were performed by such Lessee, but no such performance
shall excuse such Lessee from any obligation not performed by it or on its
behalf under the Operative Documents.

      Section 17.12 LIABILITY OF LESSOR LIMITED. Except as otherwise
expressly provided below in this SECTION 17.12, it is expressly understood
and agreed by and between each Lessee, Lessor and their respective successors
and assigns that nothing herein contained shall be construed as creating any
liability of Lessor or any of its Affiliates or any of their respective
officers, directors, employees or agents, individually or personally, for any
failure to perform any covenant, either express or implied, contained herein,
all such liability (other than that resulting from Lessor's gross negligence
or willful misconduct, except to the extent imputed to Lessor by virtue of
any Lessee's action or failure to act), if any, being expressly waived by
each Lessee and by each and every Person now or hereafter claiming by,
through or under any Lessee, and that, so far as Lessor or any of its
Affiliates or any of their respective officers, directors, employees or
agents, individually or personally, is concerned, each Lessee and any Person
claiming by, through or under such Lessee shall look solely to the right,
title and interest of Lessor in and to the Leased Properties and any proceeds
from Lessor's sale or encumbrance thereof (PROVIDED, HOWEVER, that Lessee
shall not be entitled to any double recovery) for the performance of any
obligation under this Lease and under the Operative Documents and the
satisfaction of any liability arising therefrom (other than that resulting
from Lessor's gross negligence or willful misconduct, except to the extent
imputed to Lessor by virtue of any Lessee's action or failure to act).
Notwithstanding the foregoing provisions of this SECTION 17.12, nothing
contained herein shall be construed to prohibit enforcement of specific
performance of Lessor's obligations hereunder or prevent recourse against
Lessor (i) for Lessor's failure to convey the Leased Property to a Lessee in
accordance with the provisions of this Lease, or to obtain a release of any
Lien created pursuant to the Operative Documents or created by Lessor
contrary to the provisions of this Lease, (ii) for Lessor's failure to make
its funds available to a Lessee in accordance with the Operative Documents as
and when such Lessee is entitled to such funds, (iii) for Lessor's failure to
make insurance proceeds or condemnation awards available to a Lessee as and
when such Lessee is entitled to such amounts pursuant to the Operative
Documents, (iv) for Lessor's breach of any representations and warranties
made by it in the Operative Documents, (v) for Lessor's failure to comply
with the provisions of Section 5.4 of the Master Agreement, or (vi) for fraud
perpetrated by Lessor.



                                       38
<Page>


      Section 17.13 ESTOPPEL CERTIFICATES. Each party hereto agrees that at
any time and from time to time during the Lease Term, it will promptly, but
in no event later than thirty (30) days after request by the other party
hereto, execute, acknowledge and deliver to such other party or to any
prospective purchaser (if such prospective purchaser has signed a commitment
or letter of intent to purchase any Leased Property or any part thereof or
any Note), assignee or mortgagee or third party designated by such other
party, a certificate stating (a) that this Lease is unmodified and in force
and effect (or if there have been modifications, that this Lease is in force
and effect as modified, and identifying the modification agreements); (b) the
date to which Basic Rent has been paid; (c) whether or not there is any
existing default by any Lessee in the payment of Basic Rent or any other sum
of money hereunder, and whether or not there is any other existing default by
either party with respect to which a notice of default has been served, and,
if there is any such default, specifying the nature and extent thereof; (d)
whether or not, to the knowledge of the signer after due inquiry and
investigation, there are any setoffs, defenses or counterclaims against
enforcement of the obligations to be performed hereunder existing in favor of
the party executing such certificate and (e) other items that may be
reasonably requested; PROVIDED that no such certificate may be requested
unless the requesting party has a good faith reason for such request.

      Section 17.14 NO JOINT VENTURE. Any intention to create a joint
venture, partnership or other fiduciary relationship between Lessor and any
Lessee is hereby expressly disclaimed.

      Section 17.15 NO ACCORD AND SATISFACTION. The acceptance by Lessor of
any sums from any Lessee (whether as Basic Rent or otherwise) in amounts
which are less than the amounts due and payable by the Lessees hereunder is
not intended, nor shall be construed, to constitute an accord and
satisfaction of any dispute between Lessor and the Lessees regarding sums due
and payable by the Lessees hereunder, unless Lessor specifically deems it as
such in writing.

      Section 17.16 NO MERGER. In no event shall the leasehold interests,
estates or rights of any Lessee hereunder, or of the holder of any notes
secured by a security interest in this Lease, merge with any interests,
estates or rights of Lessor in or to the Leased Properties, it being
understood that such leasehold interests, estates and rights of the Lessees
hereunder, and of the holder of any notes secured by a security interest in
this Lease, shall be deemed to be separate and distinct from Lessor's
interests, estates and rights in or to the Leased Properties, notwithstanding
that any such interests, estates or rights shall

                                       39
<Page>

at any time or times be held by or vested in the same person, corporation or
other entity.

      Section 17.17 SURVIVAL. The obligations of each Lessee to be performed
under this Lease prior to the Lease Termination Date and the obligations of
each Lessee pursuant to ARTICLES III, X, XI, XIII, SECTIONS 14.2, 14.3, 14.4,
14.5, 14.8, ARTICLES XV, and XVI, and SECTIONS 17.10 and 17.12 shall survive
the expiration or termination of this Lease. The obligations of Lessor to be
performed under SECTION 14.5 in the event that a Lessee purchases a Leased
Property in accordance with this Lease shall survive the expiration or
termination of this Lease. The extension of any applicable statute of
limitations by Lessor, Lessee, the Syndication Agent or any Indemnitee shall
not affect such survival.

      Section 17.18 CHATTEL PAPER. To the extent that this Lease constitutes
chattel paper (as such term is defined in the Uniform Commercial Code in any
applicable jurisdiction), no security interest in this Lease may be created
through the transfer or possession of any counterpart other than the sole
original counterpart, which shall be identified as the original counterpart
by the receipt of the Syndication Agent.

      Section 17.19 TIME OF ESSENCE.  Time is of the essence of this
Lease.

      Section 17.20 RECORDATION OF LEASE. Each Lessee will, at its expense,
cause this Lease or a memorandum of lease in form and substance reasonably
satisfactory to Lessor and such Lessee (if permitted by Applicable Law) to be
recorded in the proper office or offices in the States and the municipalities
in which the Land is located, to provide record notice of the leasehold
created hereby.

      Section 17.21 INVESTMENT OF SECURITY FUNDS. The parties hereto agree
that any amounts not payable to a Lessee pursuant to any provision of ARTICLE
VIII, X or XIV or this SECTION 17.21 shall be held by the Syndication Agent
(or Lessor if the Loans have been fully paid) as security for the obligations
of the Lessees under this Lease and the Master Agreement and of Lessor under
the Loan Agreement. At such time as such amounts are payable to Lessee, such
amounts, net of any amounts previously applied to the Lessees' obligations
hereunder or under the Master Agreement (which application is hereby agreed
to by each Lessee), shall be paid to the related Lessee. Any such amounts
which are held by the Syndication Agent (or Lessor if the Loans have been
fully paid) pending payment to a Lessee shall until paid to such Lessee, as
provided hereunder or until applied against the



                                       40
<Page>

Lessees' obligations herein and under the Master Agreement and distributed as
provided in the Loan Agreement or herein (after the Loan Agreement is no
longer in effect) in connection with any exercise of remedies hereunder, be
invested by the Syndication Agent or Lessor, as the case may be, as directed
from time to time in writing by Lessee (PROVIDED, HOWEVER, if an Event of
Default has occurred and is continuing it will be directed by the Syndication
Agent or, if the Loans have been fully paid, Lessor) and at the expense and
risk of the Lessees, in Permitted Investments. Any gain (including interest
received) realized as the result of any such investment (net of any fees,
commissions and other expenses, if any, incurred in connection with such
investment) shall be applied in the same manner as the principal invested.
The Lessees upon demand shall pay to the Syndication Agent or Lessor, as
appropriate, the amount of any loss incurred in connection with all such
investments and the liquidation thereof.

      Section 17.22 GROUND LEASES. Each Lessee will, at its expense, timely
perform all of the obligations of Lessor, in its capacity as ground lessee,
under each Ground Lease and, if requested by Lessor shall provide
satisfactory evidence to Lessor of such performance.

      Section 17.23 LAND AND BUILDING. If any Building and the Land on which
such Building is located are subject to separate Lease Supplements, at any
time that the related Lessee exercises an option to purchase such Building or
such Land, or to renew this Lease with respect to such Building or such Land,
or is obligated to purchase such Building or such Land as a result of an
Event of Loss, an Event of Taking or an Event of Default, such purchase or
renewal shall be made simultaneously with respect to all of such Building and
such Land.

      Section 17.24 JOINT AND SEVERAL.  Each obligation of each Lessee
hereunder shall be a joint and several obligation of all of the Lessees.


                            [Signature page follows]









                                       41
<Page>


      IN WITNESS WHEREOF, the undersigned have each caused this Lease
Agreement to be duly executed and delivered and attested by their respective
officers thereunto duly authorized as of the day and year first above written.




Witnessed:                                WBP LEASING, INC.,
                                          as a Lessee

By: __________________________            By: ____________________________
     Name:                                     Name:
                                               Title:

By: __________________________
     Name:
























                                                                           LEASE
                                       S-1                             AGREEMENT
<Page>



                                          ATLANTIC FINANCIAL GROUP, LTD.,
                                          as Lessor

                                          By:  Atlantic Financial Managers,
                                                Inc., its General Partner

Witnessed:

By: ____________________________          By: _______________________________
     Name:                                     Name: Stephen Brookshire
                                               Title: President

By: ____________________________
     Name:






















                                                                          LEASE
                                       S-2                            AGREEMENT
<Page>

Recording requested by                                              EXHIBIT A TO
and when recorded mail to:                                           THE LEASE
                                                                    ------------

____________________________
____________________________
____________________________
____________________________





- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                   LEASE SUPPLEMENT NO. __ AND MEMORANDUM OF LEASE

      THIS LEASE SUPPLEMENT NO. __ (this "LEASE SUPPLEMENT") dated as of
[                ], between ATLANTIC FINANCIAL GROUP, LTD., as  lessor (the
"LESSOR"), and [WBP LEASING, INC., a Delaware] corporation, as lessee (the
"RELATED LESSEE").

      WHEREAS Lessor is the owner of the Land described on Schedule I hereto
and wishes to lease the Land together with any Building and other
improvements thereon or which thereafter may be constructed thereon pursuant
to the Lease to the Related Lessee;

      NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      SECTION 1. DEFINITIONS; INTERPRETATION. For purposes of this Lease
Supplement, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in Appendix A to the Lease
Agreement, dated as of December 3, 1998, among the Lessees named therein and
Lessor; and the rules of interpretation set forth in Appendix A to the Lease
shall apply to this Lease Supplement.

      SECTION 2. THE PROPERTIES. Attached hereto as Schedule I is the
description of certain Land (the "SUBJECT PROPERTY"). Effective upon the
execution and delivery of this Lease Supplement by Lessor and the Related
Lessee, such Land, together with any Building and other improvements thereon
or which thereafter may be constructed thereon shall be subject to the terms
and provisions of the Lease and Lessor hereby grants, conveys, transfers and
assigns to the Related Lessee those interests, rights, titles, estates,
powers and privileges provided for in the Lease with respect to the Subject
Property.



                                       A-1
<Page>


      SECTION 3. AMENDMENTS TO LEASE WITH RESPECT TO SUBJECT PROPERTY.
Effective upon the execution and delivery of this Lease Supplement by Lessor
and Lessee, the following terms and provisions shall apply to the Lease with
respect to the Subject Property:

                     [Insert Applicable Sections per Local Law
                      as contemplated by the Master Agreement]

      SECTION 4. RATIFICATION; INCORPORATION. Except as specifically modified
hereby, the terms and provisions of the Lease are hereby ratified and
confirmed and remain in full force and effect. The terms of the Lease (as
amended by this Lease Supplement) are by this reference incorporated herein
and made a part hereof.

      SECTION 5. ORIGINAL LEASE SUPPLEMENT. The single executed original of
this Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED
COUNTERPART" on the signature page thereof and containing the receipt of the
Syndication Agent therefor on or following the signature page thereof shall
be the original executed counterpart of this Lease Supplement (the "ORIGINAL
EXECUTED COUNTERPART"). To the extent that this Lease Supplement constitutes
chattel paper, as such term is defined in the Uniform Commercial Code as in
effect in any applicable jurisdiction, no security interest in this Lease
Supplement may be created through the transfer or possession of any
counterpart other than the Original Executed Counterpart.

      SECTION 6. GOVERNING LAW. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, BUT
EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES OF SUCH STATE,
EXCEPT AS TO MATTERS RELATING TO THE CREATION OF THE LEASEHOLD AND MORTGAGE
ESTATES HEREUNDER, AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT
THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE IN WHICH SUCH ESTATES ARE LOCATED.

      SECTION 7.  COUNTERPART EXECUTION.  This Lease Supplement may be
executed in any number of counterparts and by each of the parties hereto in
separate counterparts, all such counterparts together constituting but one
and the same instrument.







                                       A-2
<Page>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of
the date and year first above written.

                                          ATLANTIC FINANCIAL GROUP, LTD.,
                                           as the Lessor

                                          By: Atlantic Financial Managers,
                                              Inc., its General Partner


                                            By:_________________________
                                               Name:
                                               Title:



                                          [WBP LEASING, INC.],
                                          as the Related Lessee

                                          By:___________________________
                                             Name:
                                             Title:









                                                                           LEASE
                                  S-1                                 SUPPLEMENT
<Page>


STATE OF _________________    )
                              )  ss.:
COUNTY OF ________________    )


      The foregoing Lease Supplement was acknowledged before me, the undersigned
Notary Public, in the County of ______________, ____ ____, this _____ day of
__________, _______________, by _____________________, as ____________________
of Atlantic Financial Group, Ltd., on behalf of such partnership.




[Notarial Seal]                     ____________________________________
                                    Notary Public



My commission expires:  _____________



STATE OF _________________    )
                              )  ss.:
COUNTY OF ________________    )


      The foregoing Lease Supplement was acknowledged before me, the undersigned
Notary Public, in the County of ______________, ___ ____, this _____ day of
__________, __________, by ___________, as _____________, of [WBP Leasing, Inc.,
a Delaware] corporation, on behalf of the corporation.

[Notarial Seal]                     ____________________________________
                                    Notary Public


My commission expires:  ______________









                                                                           LEASE
                                  N-1                                 SUPPLEMENT
<Page>

Receipt of this original counterpart of the foregoing Lease Supplement is hereby
acknowledged as of the date hereof.

                                          ING (U.S.) CAPITAL CORPORATION,
                                          as the Syndication Agent

                                          By: __________________________
                                              Name:
                                              Title:
































                                                                           LEASE
                                  S-2                                 SUPPLEMENT