<PAGE>
                                                                    EXHIBIT 10.2


                                      LEASE

                                     BETWEEN

                    CPT OPERATING PARTNERSHIP L.P., LANDLORD

                                       AND

                     COMMUNITY EDUCATION CENTERS, INC., TENANT



                               DATED: May , 2003.
<PAGE>
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                    Page

<S>                                                                                 <C>
Article I MASTER LEASE INCORPORATED BY REFERENCE............................         1
      1.01  Master Lease Incorporated by Reference..........................         1
      1.02  Definitions.....................................................         1
Article II Leased Property..................................................         2
      2.01  Leased Property.................................................         2
Article III Term............................................................         2
      3.01  Term............................................................         2
      3.02  Renewal Option..................................................         3
Article IV RENT.............................................................         3
      4.01  Base Rent.......................................................         3
      4.02  Base Rent Escalation............................................         3
      4.03  Base Rent During Any Renewal Term...............................         3
      4.04  Net Lease.......................................................         4
      4.05  Security Deposit................................................         5
Article V ISRA Compliance...................................................         6
      5.01  ISRA Compliance.................................................         6
Article VI Acceptance of Leased Property....................................         6
      6.01  Acceptance of the Leased Property...............................         6
Article VII TENANT'S RIGHT OF FIRST REFUSAL.................................         6
      7.01  Rights of First Refusal.........................................         6
      7.02  Restriction on Exercise of Purchase Refusal Right...............         7
      7.03  Prohibition on Certain Transfers................................         8
Article VIII SERVICE AGREEMENTS; LENDER REMEDY..............................         8
      8.01  Service Agreements..............................................         8
      8.02  Collateral Assignment of Service Agreements.....................         8
      8.03  Cooperation Upon Exercise of Assignment.........................        11
Article IX QUIET ENJOYMENT; SUBORDINATION, ATTORNMENT and ESTOPPEL
      CERTIFICATES; ASSIGNMENT BY TENANT....................................        11
      9.01  Quiet Enjoyment.................................................        11
      9.02  Landlord Mortgages: Subordination...............................        11
      9.03  Attornment: Non-Disturbance.....................................        12
      9.04  Estoppel Certificate............................................        13
      9.05  Tenant's Right to Mortgage Leased Property; Tenant's Lender's
            Rights..........................................................        14
Article X MISCELLANEOUS.....................................................        14
      10.01 Notices.........................................................        14
      10.02 Entire Agreement................................................        15
      10.03 Severability....................................................        15
      10.04 Captions and Headings...........................................        16
      10.05 Governing Law...................................................        16
      10.06 Memorandum of Lease.............................................        16
      10.07 Counterparts....................................................        16
      10.08 Liability of General Partner of Landlord........................        16
</TABLE>
<PAGE>
SCHEDULES

<TABLE>
<S>                      <C>
      Schedule A         The Land
      Schedule B         Permitted Exceptions
      Schedule C         Rent Schedule
      Exhibit  9.02      Subordination, Non-Disturbance and Attornment Agreement
      Exhibit  9.04      Tenant's Estoppel Certificate
      Exhibit  10.06     Memorandum of Lease
</TABLE>


                                       2
<PAGE>
                                      LEASE

      This Lease is entered in to and dated as of the       day of May, 2003, by
and between CPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership
("Landlord"), and COMMUNITY EDUCATION CENTERS, INC., a Delaware corporation
("Tenant").

                                    RECITALS

      A. Tenant and/or an Affiliate of Tenant have concurrently conveyed to
Landlord all that certain real property known and designated on the official tax
map of the City of Newark, County of Essex, State of New Jersey as Block 5060,
Lot 154, commonly known as Delaney Hall, 451-479 Doremus Avenue, Newark, New
Jersey (the "PROPERTY") upon which Tenant engages in the business of the
development and management of a certain correctional and detention facility
known as Delaney Hall (the "FACILITY").

      B. Landlord and Tenant have entered into a certain Master Agreement to
Lease dated May , 2003 (the "MASTER LEASE"), by and through which Landlord has
agreed to lease to Tenant and Tenant has agreed to lease from Landlord certain
real property and the improvements located thereon, all as more particularly
described in the Master Lease and all amendments thereto, including, but not
limited to, the Property and the Facility (collectively, the "LEASED PROPERTY"),
on the terms and under the conditions set forth in the Master Lease

      C. Landlord and Tenant desire to enter into this Lease in accordance with
the Master Lease, such that Landlord shall lease to Tenant and Tenant shall
lease from Landlord the Leased Property upon the terms and under the conditions
set forth herein and in the Master Lease.

      NOW, THEREFORE, in consideration of the Leased Property and the covenants
and conditions set forth herein and in the Master Lease, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, Landlord and Tenant
agree as follows:

                                    ARTICLE I
                     MASTER LEASE INCORPORATED BY REFERENCE

                  1.01 MASTER LEASE INCORPORATED BY REFERENCE. Except as
specifically set forth in this Lease, or any amendment, supplement, schedule or
exhibit hereto, all of the provisions of the Master Lease shall be deemed to be
incorporated into and made a part of this Lease as if such provisions were fully
set forth herein.

                  1.02 DEFINITIONS. All capitalized terms not specifically
defined in this Lease but defined in the Master Lease shall have the meaning set
forth in the Master Lease for such terms.
<PAGE>
                                   ARTICLE II
                                 LEASED PROPERTY

                  2.01 LEASED PROPERTY. The property that is the subject of this
Lease and that is leased by the Landlord to the Tenant hereunder shall consist
of the following:

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

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

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

The Land, Improvements and Fixtures are hereinafter referred to as the "LEASED
PROPERTY."

      SUBJECT, HOWEVER, to the easements, liens, encumbrances, restrictions,
agreements, and other title matters listed or specifically referred to in
Schedule B attached hereto and incorporated herein (the "PERMITTED EXCEPTIONS").

                                   ARTICLE III
                                      TERM

                  3.01 TERM. The term of this Lease shall be ten (10) years,
commencing on the date hereof (the "COMMENCEMENT DATE") and terminating, unless
extended as provided in Section 3.02 below, at midnight on the last day of the
calendar month in which the tenth (10th) anniversary of the Commencement Date
occurs (the "TERM").


                                       2
<PAGE>
                  3.02 RENEWAL OPTION. So long as no Event of Default has
occurred and is continuing on the date of a Renewal Notice (as defined below) or
on the commencement date of any Renewal Term (as defined below), Tenant shall
have the right to renew this Lease for three (3) additional periods of five (5)
years each (each a "RENEWAL TERM"), by giving Landlord not less than six (6)
months prior written notice of Tenant's exercise of each such renewal option
(each a "RENEWAL NOTICE"). The commencement date of each Renewal Term shall be
the date which is one calendar day after the last day of the initial Term or the
previous Renewal Term, as the case may be and each such Renewal Term shall
expire on the date which is the last calendar day immediately prior to the fifth
anniversary date of the applicable Renewal Term commencement date. All of the
terms, covenants and conditions set forth in this Lease and the Master Lease
shall apply to and be fully enforceable during any Renewal Term as if such
Renewal Term were specifically included in this Lease.

                                   ARTICLE IV
                                      RENT

                  4.01 BASE RENT. Base Rent due and payable under this Lease and
the Master Lease by Tenant during the Term is set forth in Schedule C attached
hereto and incorporated herein.

                  4.02  BASE RENT ESCALATION

                  (a) Beginning on the first day of the first month of the
Second Lease Year and each Lease Year thereafter during the Term, Base Rent
payable by Tenant under this Agreement shall increase by an amount equal to the
Base Rent for the previous Lease Year multiplied by three percent (3%).

                  (b) In no event shall Base Rent for any Lease Year of the
Term, as determined pursuant to this Section 4.02, be less than the amount of
Base Rent paid by Tenant for the immediately prior Lease Year.

                  4.03  BASE RENT DURING ANY RENEWAL TERM.

                  (a) Base Rent during the first year of any Renewal Term shall
be at the "fair market rent" at the time of commencement of the applicable
Renewal Term, determined as follows:

                        (i)   The term "fair market rent" shall be the rent
generally payable in the industry for a property of approximately the same use,
age, location, quality, size and condition as the Leased Property, giving due
consideration to the creditworthiness of Tenant.

                        (ii) Within ninety (90) days after the exercise by
Tenant of its option to renew, Landlord shall notify Tenant of Landlord's
determination of the annual Base Rent during the Renewal Term. Tenant shall have
the option, exercisable within thirty (30) days following its receipt of
Landlord's determination of annual Base Rent, to: (x) rescind its exercise of
the option to renew the Lease; (y) dispute Landlord's determination in
accordance with (iii) below; or (z) extend the Lease and accept the Base Rent as
determined by Landlord.


                                       3
<PAGE>
                        (iii) If Tenant disagrees with Landlord's determination
and elects to dispute same, then Tenant shall, within thirty (30) days after
receipt thereof, submit to Landlord, Tenant's determination of annual Base Rent
during the Renewal Term. If Landlord disagrees with the annual Base Rent as
determined by Tenant, then Landlord shall notify Tenant thereof ("Landlord's
Dispute Notice"), within fifteen (15) days after its receipt of Tenant's notice,
and Landlord and Tenant shall each, within thirty (30) days after the effective
date of Landlord's Dispute Notice, submit to the other a written appraisal of
the fair market rent for the Leased Property by an appraiser who is a member of
the American Institute of Real Estate Appraisers, having at least seven (7)
years experience in appraising institutional real estate comparable to the
Leased Property (each a "Qualified Appraiser"), unless otherwise agreed by the
parties. If Landlord's Qualified Appraiser and Tenant's Qualified Appraiser do
not agree upon the fair market rent but are apart by less than ten (10%)
percent, then the fair market rents determined by both shall be averaged;
otherwise, Landlord's Qualified Appraiser and Tenant's Qualified Appraiser
shall, within fifteen (15) days after their appointment, mutually agree upon an
independent Qualified Appraiser to determine such fair market rent. If the
parties are unable to agree upon such independent Qualified Appraiser, then
either party may request the American Arbitration Association in Essex County,
New Jersey, to appoint such independent Qualified Appraiser. The independent
Qualified Appraiser shall, within fifteen (15) days of his or her appointment,
determine the fair market rent, which determination shall be binding upon both
Landlord and Tenant. The parties shall be responsible for the cost of their own
Qualified Appraiser and shall share equally in the cost of any independent third
Qualified Appraiser. Tenant shall have the option, exercisable within fifteen
(15) days following its receipt of a determination of fair market rent by any
Qualified Appraiser, to rescind its exercise of the option to renew the Lease.

                        (iv) Upon final determination of the Base Rent to be
paid during the second or third Renewal Term, as hereinabove provided, Landlord
and Tenant shall enter into an amendment of this Lease to reflect the same, but
no such amendment shall be necessary in order to make the final determination of
Base Rent effective.

                  (b) Notwithstanding anything contained in this Section 4.03 to
the contrary, in no event shall Base Rent for the first year of any Renewal Term
be less than the Base Rent during the twelve (12) month period immediately
preceding the first year of the applicable Renewal Term.

                  (c) Beginning on the first day of the first month of the
Second Lease Year of any Renewal Term and each Lease Year thereafter during such
Renewal Term, Base Rent payable by Tenant under this Agreement shall increase by
an amount equal to the Base Rent for the previous Lease Year multiplied by three
percent (3%). In no event shall Base Rent for any Lease Year of such Renewal
Term, as determined pursuant to this Section 4.03, be less than the amount of
Base Rent paid by Tenant for the immediately prior Lease Year.

                  4.04 NET LEASE. This Lease is an "absolute net lease" or
"triple net lease," and Tenant shall pay all Rent, Impositions, and other
charges and expenses in connection with the Leased Property throughout the Term
and any Renewal Term, without abatement, deduction or set-off.


                                       4
<PAGE>
                  4.05  SECURITY DEPOSIT.

                  (a) Simultaneously with execution of this Lease, Tenant shall
deliver to Landlord the sum of $662,039.00 (the "SECURITY DEPOSIT"), which sum
shall be held by Landlord for the faithful performance and observance by Tenant
of the terms, provisions, covenants and conditions of the Master Lease and this
Lease. If an Event of Default occurs, and notwithstanding any cure of such
default by Tenant's Lender pursuant to Section 9.05 below, Landlord may use all
or any portion of such Security Deposit to the extent required for the payment
of any Rent, any Imposition or any other sum for which Tenant is in default, or
for any sum which Landlord may expend or may be required to expend by reason of
such Event of Default, including, but not limited to, any damages incurred by
Landlord as a result of such default or any deficiency Landlord may incur in the
reletting of the Leased Property, whether such damages or deficiency accrued
before, after or in the absence of summary proceedings or other re-entry by
Landlord. If Landlord expends all or any portion of the Security Deposit
pursuant to this Section 4.05, upon demand, Tenant shall replenish such Security
Deposit to its original amount; provided, however, if no further Event of
Default under the Master Lease or this Lease shall have occurred and be
continuing, Tenant may replenish such Security Deposit in installments as
specifically set forth in Landlord's demand notice for such replenishment. The
Security Deposit shall not be retained by Landlord in a separate, segregated
account and may be commingled with other funds of Landlord and Landlord shall
have no obligation to pay to Tenant or any party any interest on such Security
Deposit.

                  (b) If Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of the Master Lease and this
Lease, the Security Deposit shall be returned to Tenant within thirty (30) days
after the end of the Lease Term, after delivery of possession of the entire
Leased Property to Landlord as required under the Master Lease, and less any
amounts either due and owing Landlord hereunder or reasonably required to return
the Leased Property to the condition required herein.

                  (c) In the event of a sale of the Leased Premises, Landlord
shall have the right to transfer the Security Deposit to the grantee, and upon
actual receipt by such successor Landlord of the Security Deposit, and receipt
by Tenant of the name and address of such successor Landlord, Landlord shall
thereupon be released by Tenant from all liability for the return of the
Security Deposit; and Tenant agrees to look solely to the new owner for the
return of the Security Deposit. It is agreed that the provisions hereof shall
apply to every transfer or assignment made of the Security Deposit to a new
owner. The aforementioned provisions shall be self-operative without any further
act by Landlord or Tenant necessary to effectuate the same. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the Security Deposit, and that Landlord shall not be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

                  (d) Tenant shall not designate any portion of the Security
Deposit as Rent, Impositions or any other sums due under the Master Lease or
hereunder.


                                       5
<PAGE>
                                    ARTICLE V
                                 ISRA COMPLIANCE

                  5.01 ISRA COMPLIANCE. During the Term and any Renewal Term,
Tenant shall comply with the provisions of the New Jersey Industrial Site
Recovery Act, N.J.S.A. 13:1k-6 et seq. ("ISRA"), if applicable, or other similar
applicable laws, prior to its termination of any activities in the Leased
Property or the expiration of the term of this Lease or the Master Lease,
whichever is earlier. If ISRA is not applicable, Tenant will obtain a Letter of
Non-applicability from the New Jersey Department of Environmental Protection
prior to its termination of any activities in the Leased Property or the
expiration of the term of this Lease or the Master Lease, whichever is earlier.
If in connection with a sale, transfer, or mortgage of the Leased Property by
Landlord or other transaction by the Landlord where Landlord is required or
deems it desirable to comply with ISRA, Tenant will cooperate with Landlord and
provide any information reasonably requested by Landlord for Landlord to comply
with ISRA or to obtain a Letter of Non-applicability, at Landlord's sole cost
and expense; provided, however, that if, at the time that Landlord is required
or deems it desirable to comply with ISRA, Tenant is in default under this Lease
or the Master Lease or if an Event of Default hereunder or thereunder has
occurred and is continuing after applicable notice and cure periods, all costs
and expenses incurred by Landlord to comply with ISRA shall be the obligation of
and recoverable against and from Tenant.

                                   ARTICLE VI
                          ACCEPTANCE OF LEASED PROPERTY

                  6.01 ACCEPTANCE OF THE LEASED PROPERTY. Except as otherwise
specifically provided in this Lease or the Master Lease, Tenant acknowledges
that (i) Tenant and its agents have had an opportunity to inspect the Leased
Property, (ii) Tenant has found the Leased Property fit for Tenant's use, (iii)
delivery of the Leased Property to Tenant is in an "as-is" condition, (iv)
Landlord is not obligated to make any improvements or repairs to the Leased
Property, and (v) the roof, walls, foundation, heating, ventilating, air
conditioning, telephone, sewer, electrical, mechanical, utility, plumbing,
Fixtures, Improvements and other portions of the Leased Property are in good
working order. Tenant waives any clam or action against Landlord with respect to
the condition of the Leased Property.

LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF
THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE.,
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE PRESENCE OR ABSENCE OF
ANY DEFECT THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO
BE BORNE BY TENANT.
                                   ARTICLE VII
                         TENANT'S RIGHT OF FIRST REFUSAL

                  7.01 RIGHTS OF FIRST REFUSAL. Subject to the terms and
conditions set forth in this Section 7.01 and provided that no Event of Default
under Sections 9.01(a), (c), (d), (e), (g) or (h) of the Master Lease with
respect to the Leased Property has occurred (and with


                                       6
<PAGE>
respect solely to an Event of Default under Section 9.01(a), is continuing at
the time of such exercise or at the expiration of the Master Lease or this
Lease), Tenant shall have a right of first refusal (the "PURCHASE REFUSAL
RIGHT") to purchase the Leased Property. If during the Term or any Renewal Term
and for a period of thirty (30) days following termination of the Lease (other
than as a result of the exercise by Landlord of its rights or remedies under the
Master Lease), so long as no Event of Default under Sections 9.01(a), (c), (d),
(e), (g) or (h) of the Master Lease has occurred (and with respect solely to an
Event of Default under Section 9.01(a), is continuing at the time of such
exercise or at the expiration of the Master Lease or this Lease), Landlord or
any Affiliate of Landlord receives a bona fide third party offer to transfer the
Leased Property, then, prior to accepting such third party offer, Landlord shall
send written notice and a copy thereof to Tenant and Tenant's Lender (as defined
below) ("LANDLORD'S NOTICE"). Tenant shall have thirty (30) days after receipt
of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving
Landlord written notice thereof. Failure of Tenant to exercise the Purchase
Refusal Right within such time period set forth above shall be deemed to
extinguish the Purchase Refusal Right and thereafter, Landlord or its Affiliate
may transfer the Leased Property; provided, however, that the transfer of the
Leased Property is at a price equal to or greater than the price contained in
the Landlord's Notice, and otherwise consistent in all material respects with
the terms and conditions set forth in Landlord's Notice. Tenant's Purchase
Refusal Right shall revive in the event that Landlord fails to transfer the
Leased Property within one year following the date of Landlord's Notice. In the
event that Tenant elects to exercise the Purchase Refusal Right and to acquire
the Leased Property thereby, (a) Tenant shall acquire the Leased Property on the
same terms and conditions and subject to all time periods and other limitations
as provided in Landlord's Notice (provided, however, Tenant shall in all events
have not less than one hundred twenty (120) days to close its acquisition of the
Leased Property following its written notice exercising its Purchase Refusal
Right), and (b) concurrently with such acquisition, this Lease shall terminate
(but Tenant shall remain liable to pay any accrued Rent due and payable on the
closing date with respect to the Leased Property and all indemnifications and
other provisions contained in the Master Lease that survive the expiration of
this Lease or the Master Lease shall continue in effect), and the Master Lease
shall be appropriately amended to reflect the termination of this Lease.
Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not
be applicable to any transfer of the Leased Property to any Affiliate of
Landlord, so long as such Affiliate acquires the Leased Property subject to this
Purchase Refusal Right. A "TRANSFER" is any direct or indirect sale, conveyance
or other disposition, including any transfer of a controlling ownership interest
in any owning partnership, limited liability company or corporation, and
including any lease with a term in excess of five (5) years.

                  7.02 RESTRICTION ON EXERCISE OF PURCHASE REFUSAL RIGHT.
Notwithstanding any other provision of this Article VII, Landlord shall not be
required to transfer the Leased Property, or any portion thereof, which is a
real estate asset as defined in Section 856(e)(5)(B), or functionally equivalent
successor provision, of the Internal Revenue Code (the "CODE"), to Tenant if
Landlord's independent counsel advises Landlord that such transfer may not
qualify as a sale of property described in Section 857(b)(6)(C), or functionally
equivalent successor provision of the Code. If Landlord determines not to
transfer the Leased Property pursuant to the above sentence, Tenant's right, if
any, to acquire any or all of the Leased Property shall continue and be
exercisable, upon and subject to all applicable terms and conditions set forth
in this Lease, at such time as the transaction, upon the advice of Landlord's
independent tax counsel would qualify as a sale of property described in Section
857(b)(6)(C) of the Code, or functionally equivalent successor provision, and
until such time Tenant shall lease


                                       7
<PAGE>
the Leased Property for the lesser of the rent otherwise called for in this
Lease or fair market rental. If the transfer of the Leased Property is delayed
pursuant to this section, Landlord will use its reasonable best efforts to
transfer the Leased Property to Tenant as soon as practicable in the next
calendar year.

                  7.03 PROHIBITION ON CERTAIN TRANSFERS. So long as no Event of
Default has occurred and is continuing and so long as Tenant is in full
compliance with the terms of the Master Lease and this Lease, Landlord will not
transfer the ownership of, or mortgage its interest in, the Leased Property to
any Person whose primary business is the operation of similar correctional or
detention facilities, without the prior written consent of Tenant, which consent
may be withheld in Tenant's sole discretion.

                                  ARTICLE VIII
                        SERVICE AGREEMENTS; LENDER REMEDY

                  8.01 SERVICE AGREEMENTS. For purposes of the provisions of the
Master Lease governing or applicable to Service Agreements and applicable to
this Lease and the Leased Property, "SERVICE AGREEMENTS" shall mean,
collectively, that certain support services provider agreement between Education
and Tenant dated August 7, 1996, as amended by an amendment to support services
provider agreement dated March, 2001, as the same may be hereafter amended
pursuant to its specific terms.

                  8.02  COLLATERAL ASSIGNMENT OF SERVICE AGREEMENTS.

                  (a) As security for the performance by Tenant of its
obligations under this Lease, and subject to any superior security interest
granted by Tenant to Tenant's Lender pursuant to Section 9.05 below, Tenant
hereby assigns to and for the benefit of Landlord and Landlord's Designee and
each of their respective successors and assigns, including, but not limited to,
any Person or entity to whom Landlord or Landlord's Designee re-lets the Leased
Property, all of Tenant's right, title and interest in and to the Service
Agreements. Unless and until a Service Agreement Default (as defined below)
occurs and, subject to Section 9.05 below, Landlord exercises its remedies with
respect thereto as provided in this Article VIII, Tenant shall be solely liable
for completion of all obligations of "Company" under the Service Agreements and
shall have all rights in and to any payment, fee or charge payable by Education
to Tenant under such Service Agreements.

                  (b) At all times while this Lease is in full force and effect,
Education shall comply with all material terms and conditions of the
governmental operation agreements affecting the Facility, including, but not
limited to the agreement between Education and the County of Union dated March
7, 2001 (the "UNION COUNTY SERVICE AGREEMENT"), a certain Agreement between
Education and the County of Essex dated June 1, 2000, as amended on January 1,
2001, July 1, 2001 and as of January 1, 2002 (collectively, the "ESSEX COUNTY
SERVICE AGREEMENT"), and a certain Inter-Agency Contract Agreement between
Education and State of New Jersey Department of Corrections executed on May 18,
2001 (the "STATE AGREEMENT") (collectively, the Essex County Agreement, the
Union County Agreement and the State Agreement shall be referred to herein as
the "GOVERNMENTAL AGREEMENTS"). For purposes of this Section 8.02(b), a term or
condition shall be deemed "material" if the failure to comply with the same
would be a default or an event of default under such Governmental Agreement,


                                       8
<PAGE>
which, if not cured within applicable notice and cure periods, would allow any
party to a Governmental Agreement to exercise its right to terminate, cancel or
fail to renew the applicable Governmental Agreement, or causes such Governmental
Agreement to automatically terminate or be cancelled.

                  (c)   The following shall constitute a "SERVICE AGREEMENT
DEFAULT" hereunder:

                        (i) Tenant shall breach or other wise fail to perform
any obligation of "Company" under the Service Agreements as and when due or
required;

                        (ii) Education shall breach or otherwise fail to perform
any of its obligations under any of the Governmental Agreements;

                        (iii) The Service Agreements terminate, lapse, expire,
are declared in default or otherwise no longer are in full force and effect (a
"TERMINATION EVENT"); or

                        (iv)  Any one or more of the Governmental Agreements
terminate, lapse, expire, are declared in default or otherwise no longer are in
full force and effect.

                  (d) Upon the occurrence of any Service Agreement Default,
Tenant and Education shall give Landlord and Landlord's mortgagee written notice
of the nature of such breach or default. Notwithstanding any provision contained
in the Service Agreements, Education shall have no right to exercise any remedy
under the Service Agreements, including, but not limited to, terminating the
Service Agreements unless, within thirty (30) days after receipt of notice of
the specific Service Agreement Default, Landlord or Landlord's Designee shall
not cure such default; provided, however, if such Service Agreement Default
cannot be cured within such thirty (30) day period but Landlord or Landlord's
Designee has commenced such cure within such thirty (30) day period and
diligently pursues such cure to completion, Education shall not exercise any
remedy under the Service Agreements unless such extension causes Education to be
in default under the applicable Government Agreement.

                  (e) Upon the occurrence of a Service Agreement Default
pursuant to Sections 8.02(c)(i) and/or (iii), or as a result of an Event of
Default pursuant to Section 9.01(a) through and including (g) of the Master
Lease, Landlord or Landlord's Designee shall have the right to exercise any or
all remedy rights set forth in Section 9.02 of the Master Lease, including, but
not limited to, terminate this Lease and re-let the Leased Property or take
possession of the Leased Property. If, pursuant hereto, Landlord, at its sole
option, terminates this Lease and, thereafter, Landlord, at its sole option,
re-lets the Leased Property to Landlord's Designee or any of Landlord or
Landlord's Designee's respective successors or assigns (the "SUCCESSOR"), and
(i) such Successor is reasonably acceptable to Landlord and Education and
acceptable to any and all governmental entities under each Governmental
Agreement and/or applicable law which requires the consent or approval of the
governmental entity to any subcontract by Education of its obligations under the
applicable Governmental Agreements, and (ii) such Successor operates the
Facility as a correctional facility or detention facility, Education shall, and
hereby agrees, to substitute such Successor as the "Company" under the Service
Agreements and, so long as such Successor complies with the terms and conditions
of the Service Agreements, Education shall


                                       9
<PAGE>
fulfill its obligations thereunder and shall not terminate or otherwise cause
the Service Agreements to be of no further force or effect.

                  (f) Upon the occurrence of a Service Agreement Default
pursuant to Section 8.02(c)(ii) or (iv), Landlord shall have the right to
exercise all remedies set forth in Section 9.02 of the Master Lease; provided,
however, so long as Tenant is not in default of any of its obligations under the
Service Agreements, the Master Lease or this Lease, if, within thirty (30) days
after the occurrence of such Service Agreement Default, either (i) Education
enters into substitute governmental operating agreements with the State of New
Jersey and one or more County Boards of Chosen Freeholders and thereafter
revives the Service Agreement or enters into a new service agreement with
Tenant, or (ii) Tenant enters into a service agreement with another non-profit
entity that is a party to governmental operating agreements, and such new
service agreement and/or new governmental operating agreements, as the case may
be, (A) are for a minimum period equal to the greater of one (1) year or the
unexpired term of the Service Agreement such substitute service agreement
replaces, (B) obligates Tenant to provide services to an equivalent number of
inmates/detainees as required under the Service Agreement, and (C) such
governmental operating agreements through such new service agreement obligate
such governmental entity(ies) to pay or reimburse Tenant for services provided
to such inmates/ detainees at an equivalent per inmate fee or charge, such
substitute service agreement to be otherwise reasonably acceptable to Landlord
and Landlord's mortgagee, then, in such event, the Service Agreement Default
shall lapse and this Lease shall continue in full force and effect, provided,
however, that wherever this Lease and the Master Lease refer to "Service
Agreement," such reference shall mean and refer to such substitute service
agreement and wherever this Lease or the Master Lease refer to "Governmental
Agreements," such reference shall mean and refer to such new governmental
operating agreements.

                  (g) For purposes of this Section 8.02 and with respect to any
Event of Default that may be declared under Article IX of the Master Lease
solely as a result of the occurrence of a Service Agreement Default under
Section 8.02(c)(ii) or Section 8.02(c)(iv) of this Lease, Tenant and Education,
in addition to specific actions taken by them or either of them to cure a
specific default, shall be deemed to be "curing" such default if (i) (A) Tenant
or Education has obtained an injunction that prohibits a governmental entity
from exercising any remedy under the Governmental Agreements or otherwise
terminating such Governmental Agreements pending resolution of the alleged
breach of such Governmental Agreements by Tenant or Education, or (B) Tenant
and/or Education is actively and diligently responding to an RFP from any
governmental entity with respect to any governmental operating agreement to
replace a terminated Governmental Agreement, and (ii) Tenant, at all times while
such Service Agreement Default is occurring, maintains occupancy at the Facility
equal to or greater than the average daily occupancy level during the twelve
month period immediately prior to the occurrence of the Service Agreement
Default.

                  (h) Cure of a Service Agreement Default under Section
8.02(c)(ii) or Section 8.02(c)(iv) shall be accomplished if (i) no other Event
of Default has occurred and (ii) within thirty (30) days after the occurrence of
such Service Agreement Default Tenant and/or Education (A) obtains a final,
non-appealable order or judgment from a court of competent jurisdiction
re-instating each terminated Governmental Agreement or otherwise determining
that termination by the governmental entity was improper or (B) enters into a
new governmental operating agreement with terms consistent with those set forth
in Section 8.02(f)(ii)(A), (B) and


                                       10
<PAGE>
(C) to replace each expired governmental operating agreement, as the case may
be, and (C) occupancy at the Facility remains equal to or greater than the
average daily occupancy level during the twelve month period immediately prior
to the occurrence of the Service Agreement Default.

                  8.03 COOPERATION UPON EXERCISE OF ASSIGNMENT. In the event
that the Service Agreements and/or the Governmental Agreements terminate, lapse,
expire, are declared in default or otherwise no longer are in full force and
effect and, as applicable, (i) Education does not enter into substitute
governmental operating agreements with the State of New Jersey and/or one or
more County Boards of Chosen Freeholders and thereafter revives the Service
Agreement or enters into a new substitute service agreement with Tenant, or (ii)
Tenant does not enter into a new service agreement with another non-profit
entity that is a party to governmental operating agreements and such new service
agreement and/or governmental operating agreements, as the case may be, (A) are
for a minimum period equal to the greater of one (1) year or the unexpired term
of the Service Agreement such substitute service agreement replaces, (B)
obligates Education or such Non-profit entity to provide services to an
equivalent number of inmates/detainees as required under the Service Agreement,
and (C) such governmental operating agreements through such new service
agreement obligate such governmental entity(ies) to pay or reimburse Tenant for
services provided to such inmates/detainees at an equivalent per inmate fee or
charge, such substitute service agreement to be otherwise reasonably acceptable
to Landlord and Landlord's mortgagee, and Landlord or Landlord's Designee, in
the exercise of its remedy rights under this Lease and/or the Master Lease,
seeks to directly enter into one or more service agreements and/or governmental
operating agreements for the use and/or operation of the Facility, Tenant and
Education shall do the following: (1) cooperate with Landlord and/or Landlord's
Designee in any such application, response to any RFP, negotiations or other
activity with respect thereto; (2) not interfere with such contracts or
negotiations; (3) not compete with Landlord or Landlord's Designee in connection
with any such contract, negotiations or response to RFP; and (4) if requested by
Landlord or Landlord's Designee, whether or not the same is required by any
other party to such contracts or negotiations, execute any and all reasonable
documents to evidence the termination of this Lease, the Service Agreements
and/or the Governmental Agreements, as the case may be. If, in the exercise of
its rights under this provision, Landlord or Landlord's Designee enters into a
new service agreement that applies to the Governmental Agreements and the
Governmental Agreements are in full force and effect, and so long as Education
is a party to such applicable Governmental Agreements, such new service
agreement shall be reasonably acceptable to Education.

                                   ARTICLE IX
                         QUIET ENJOYMENT; SUBORDINATION,
             ATTORNMENT AND ESTOPPEL CERTIFICATES; ASSIGNMENT BY TENANT

                  9.01 QUIET ENJOYMENT. So long as Tenant performs all of its
obligations under this Lease, Tenant's possession of the Leased Property will
not be disturbed by or through Landlord.

                  9.02 LANDLORD MORTGAGES: SUBORDINATION. Subject to Sections
7.03 and 9.03, without the consent of Tenant, Landlord may, from time to time,
directly or indirectly, create or otherwise cause to exist any lien,
encumbrances or title retention agreement on the Leased Properties, or any
portion thereof or any interest therein, whether to secure any


                                       11
<PAGE>
borrowing or other means of financing or refinancing. So long as Landlord
obtains a non-disturbance agreement in accordance with Sections 7.03 and 9.03
and substantially in the form attached to hereto as Exhibit 9.02 and
incorporated herein by this reference, this Lease and Tenant's rights under this
Lease shall be subordinate to any ground lease or underlying lease, first
mortgage, first deed of trust, or other first lien against the Leased Property,
together with any renewal, consolidation, extension, modification or replacement
thereof, which now or at any subsequent time affects the Leased Property or any
interest of Landlord in the Leased Property, except to the extent that any such
instrument expressly provides that the Lease is superior. This provision will be
self-operative, and no further instrument or subordination will be required in
order to effect it. However, Tenant shall execute, acknowledge and deliver to
Landlord, at any time and from time to time upon demand by Landlord, such
documents as may be requested by Landlord or any mortgagee or any holder of any
mortgage or other instrument described in this Section, to confirm or effect any
such subordination. If Tenant fails or refuses to execute, acknowledge, and
deliver any such document within twenty (20) days after written demand, and
Landlord is not in breach of this Lease, Landlord may execute, acknowledge and
deliver any such document on behalf of Tenant as Tenant's attorney-in-fact:
Tenant hereby constitutes and irrevocably appoints Landlord, its successors and
assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on
behalf of Tenant any documents described in this Section. This power of attorney
is coupled with an interest and is irrevocable.

                  9.03 ATTORNMENT: NON-DISTURBANCE. If any holder of any
mortgage, indenture, deed of trust, or other similar instrument described in
Section 9.02 succeeds to Landlord's interest in the Leased Property, Tenant will
pay to such holder all Rent subsequently payable under this Lease. Tenant, upon
request of any Person succeeding to the interest of Landlord, including any
Landlord's Designee, shall automatically become the tenant of, and attorn to,
such successor in interest without changing this Lease. A successor in interest
who is not an Affiliate of Landlord will not be bound by (a) any payment of Rent
for more than one (1) month in advance, (b) any amendment or modification of
such Lease made without its written consent, provided such party shall first
have afforded Tenant with written notice of its interest, including an address
to which the required request for written consent may be sent, (c) any claim
against Landlord arising prior to the date on which the successor succeeded to
Landlord's interest, or (d) any claim or offset of Rent against the Landlord.
Upon request by Landlord, Landlord's Designee or such successor in interest,
Tenant will execute, acknowledge and deliver a subordination non-disturbance and
attornment agreement substantially in the form attached hereto as Exhibit 9.02
and incorporated herein by this reference. If Tenant fails or refuses to
execute, acknowledge, and deliver any such document within twenty (20) days
after written demand, and Landlord is not in breach of this Lease, Landlord may
execute, acknowledge and deliver any such document on behalf of Tenant as
Tenant's attorney-in-fact: Tenant hereby constitutes and irrevocably appoints
Landlord, Landlord's Designee and each of their respective successors and
assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on
behalf of Tenant any documents described in this Section. This power of attorney
is coupled with an interest and is irrevocable. Landlord shall use reasonable
efforts to obtain a non-disturbance agreement from any such party referred to
above which provides that in the event such party succeeds to Landlord's
interest under the Lease and provided that no Event of Default by Tenant exists,
such party will not disturb Tenant's possession, use or occupancy of the Leased
Property in accordance with the provisions of this Lease and will otherwise
honor this Lease unchanged, except as expressly set forth in any subordination
agreement executed by Tenant.


                                       12
<PAGE>
                  9.04  ESTOPPEL CERTIFICATE.

                  (a) At the request of Tenant or Landlord, the other party
shall execute, acknowledge and deliver an estoppel certificate, in recordable
form and substantially in the form attached hereto as Exhibit 9.04 and
incorporated herein by this reference, in favor of the requesting party and, if
applicable, such requesting party's lender, mortgagee or purchaser, as the case
may be, pertaining to matters reasonably and customarily requested in such
certificates, including, but not limited to, the following:

                        (i) that this Lease is unmodified and in full force and
effect, or if there have been modifications that the same is in full force and
effect as modified and stating the modifications;

                        (ii) the date to which Rent and other charges have been
paid;

                        (iii) that the requesting party is not in default nor is
there any fact or condition which, with notice or lapse of time, or both, would
constitute a default, if that be the case, or specifying any existing default;

                        (iv) if applicable, that the Tenant has accepted and
occupies the Leased Property;

                        (v) if applicable, that Tenant has no defenses,
set-off's, deductions, credits, or counterclaims against Landlord, if that be
the case, or specifying such that exist;

                        (vi) if applicable, that the Landlord has no outstanding
construction or repair obligations; and

                        (vii) such other information as may reasonably be
requested by the requesting party or any lender, mortgagee or purchaser.

                  (b)   Any purchaser, lender or mortgagee may rely on this
estoppel certificate.

                  (c) If Tenant fails to deliver the estoppel certificates to
Landlord within ten (10) days after the request of the Landlord, then Tenant
shall be deemed to have certified that the facts set forth in the certificate
are true and correct. Further, if Tenant fails or refuses to execute,
acknowledge, and deliver any such document within twenty (20) days after written
demand, and Landlord is not in breach of this Lease, Landlord may execute,
acknowledge and deliver any such document on behalf of Tenant as Tenant's
attorney-in-fact: Tenant hereby constitutes and irrevocably appoints Landlord,
Landlord's Designee and each of their respective successors and assigns, as
Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of
Tenant any documents described in this Section. This power of attorney is
coupled with an interest and is irrevocable.

                  (d) If Landlord fails to deliver the estoppel certificates to
Tenant within ten (10) days after the request of the Tenant, then Landlord shall
be deemed to have certified that the facts set forth in the certificate are true
and correct. Further, if Landlord fails or


                                       13
<PAGE>
refuses to execute, acknowledge, and deliver any such document within twenty
(20) days after written demand, and Tenant is not in breach of this Lease,
Tenant may execute, acknowledge and deliver any such document on behalf of
Landlord as Landlord's attorney-in-fact, Landlord hereby constitutes and
irrevocably appoints Tenant as Landlord's attorney-in-fact solely for the
limited and exclusive purpose to execute, acknowledge, and deliver on behalf of
Landlord the estoppel certificate described in this Section 9.03(d). This power
of attorney is coupled with an interest and is irrevocable.

                  9.05  TENANT'S RIGHT TO MORTGAGE LEASED PROPERTY; TENANT'S
LENDER'S RIGHTS.

                  (a) Notwithstanding anything contained in Article XIII of the
Master Lease to the contrary, Landlord, with respect to the Leased Property
only, hereby acknowledges and agrees that Tenant may mortgage its leasehold
interest in this Lease to a commercial bank or banks, insurance company, or
other lending organization or institution or a combination thereof
(collectively, the "Tenant's Lender"), which leasehold mortgage shall at all
times be subordinate to the terms and conditions of this Lease and any mortgage,
deed of trust, or other lien granted by Landlord against the Leased Property, or
any part thereof, together with any renewal, consolidation, extension,
modification or replacement thereof, which now or at any subsequent time affects
the Leased Property or any interest of Landlord in the Leased Property.
Notwithstanding the foregoing, Tenant shall have the right to grant to Tenant's
Lender a first lien priority security interest in the Service Agreements. The
rights and obligations of Tenant's Lender and Landlord with respect to Tenant's
Lender's lien and security interest in this Lease, the Master Lease and the
Service Agreements shall be specifically set forth in an inter-creditor
agreement entered into between Landlord and Tenant's Lender (each an "ICA"), the
terms of which shall be acceptable to Landlord and Landlord's mortgagee. Tenant
shall deliver to Landlord within five (5) business days after execution by
Tenant copies of any such leasehold mortgage, security agreement and the other
loan documents referenced therein or secured thereby, and any amendments,
extensions or substitutions therefor.

                  (b) No exercise of Tenant's Lender's right to cure any Event
of Default in accordance with the provisions of an ICA, including, but not
limited to, the substitution of another correctional facility operator as the
tenant under the Master Lease and this Lease, shall relieve Tenant of its
obligations under the Master Lease or this Lease or Tenant's liability for any
damages incurred by Landlord under the Master Lease or this Lease for any period
prior to completion of such cure by Tenant's Lender.

                                    ARTICLE X
                                  MISCELLANEOUS

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

      If to Tenant:     Community Education Centers, Inc.
                        75 Livingston Avenue
                        Roseland, New Jersey   07068
                        Attention: John Clancy, President & CEO


                                       14
<PAGE>
      With a copy to:   Richard M. Slotkin, Esquire
                        Sills Cummis Radin Tischman Epstein & Gross P.A.
                        One Riverfront Plaza
                        Newark, New Jersey   07102

      If to Education:  c/o Community Education Centers, Inc.
                        75 Livingston Avenue
                        Roseland, New Jersey   07068
                        Attention: John Clancy, President & CEO

      With a copy to:   Mark K. Lipton, Esquire
                        Podvey Sachs Meanor Catenacci Hildner & Cocoziello, P.C.
                        One Riverfront Plaza
                        Newark, New Jersey 07102-5497

      If to Landlord:   CPT Operating Partnership, L.P.
                        Gardens Plaza, Suite 750
                        3300 PGA Boulevard
                        Palm Beach Gardens, Florida 33410-4243
                        Attention: Mr. Charles R. Jones

      With a copy to:   Goren, Cherof, Doody and Ezrol, P.A.
                        3009 East Commercial Boulevard, Suite 200
                        Ft. Lauderdale, Florida  33308
                        Attention:  Donald J. Doody, Esquire

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

                  10.02 ENTIRE AGREEMENT. This Lease and the Master Lease
contain the entire agreement between Landlord and Tenant with respect to the
subject matter hereof and thereof. No representations, warranties, and
agreements have been made by Landlord except as set forth in this Lease and the
Master Lease.

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


                                       15
<PAGE>
                  10.04 CAPTIONS AND HEADINGS. The captions and headings are
inserted only as a matter of convenience and for reference and in no way define,
limit or describe the scope of this Agreement or the intent of any provision
hereof.

                  10.05 GOVERNING LAW. This Lease, to the extent permitted under
the laws of the State of New Jersey, shall be construed under the laws of the
State of Florida.

                  10.06 MEMORANDUM OF LEASE. Landlord and Tenant agree that a
memorandum of lease substantially in the form attached hereto as Exhibit 10.06
and incorporated herein by this reference may be recorded by either party in the
form of a memorandum of lease approved by Landlord and Tenant with respect to
the Leased Property.

                  10.07 COUNTERPARTS. This Lease may be executed in duplicate
counterparts, each of which shall be deemed an original hereof and all of which,
when taken together, shall be deemed one and the same instrument.

                  10.08 LIABILITY OF GENERAL PARTNER OF LANDLORD. Tenant
acknowledges that Landlord has disclosed that the general partner of Landlord
(the "GENERAL PARTNER") is a Maryland real estate investment trust formed
pursuant to a Declaration of Trust, as amended, a copy of which is duly filed
with the Department of Assessments and Taxation of the State of Maryland, which
provides that no trustee, officer, shareholder, employee or agent of the General
Partner shall be held personally liable under any written instrument creating an
obligation of, or claim against, the General Partner and that all persons
dealing with the General Partner, in any way, shall look only to the assets of
the General Partner for the payment of any sum or the performance of any
obligation. Tenant agrees that any liability of the General Partner or any
trustee, officer, shareholder, employee or agent acting on behalf of the General
Partner arising out of this Lease or the performance by Landlord of its
obligations hereunder is limited to the assets of the General Partner in
accordance with the above Declaration of Trust.

                          [CONTINUED ON THE NEXT PAGE]


                                       16
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Lease or caused
the same to be executed by their respective duly authorized officers ms of the
date first set forth above.

WITNESSES:                          TENANT:

                                    COMMUNITY EDUCATION CENTERS, INC.

                                    By: _____________________________
                                          John J. Clancy
                                          President & Chief Executive Officer


                                    LANDLORD:

                                    CPT OPERATING PARTNERSHIP, L.P.

                                    By:  Correctional Properties Trust, its
                                            general partner

                                       By:___________________________
                                          Charles R. Jones, President


                                       17
<PAGE>
                        CONSENT AND JOINDER OF EDUCATION

      Education and Health Centers of America, Inc., a New Jersey non-profit
corporation, hereby acknowledges and agrees to the terms and conditions of
Article VIII of this Lease and, by executing this consent and joinder, shall be
bound and liable to comply with the terms and conditions applicable to it.

                                    EDUCATION AND HEALTH CENTERS OF
                                    AMERICA, INC.

                                    By: _____________________________
                                          John J. Clancy
                                          President & Chief Executive Officer


                                       18
<PAGE>
                                   SCHEDULE A

                                    THE LAND
<PAGE>
                                   SCHEDULE B

                              PERMITTED EXCEPTIONS

      1. Subsurface conditions and/or encroachments not disclosed by an
instrument of record.

      2. Rights as contained in Deed Book 2970, Page 114.

      3. Terms and Conditions of Contract for Sale for Private Development by
and between The Housing Authority of the City of Newark and T.W.Z. Urban Renewal
and Development Company, Inc. in Deed Book 5061, Page 828 and Deed Book 5063,
Page 299.

      4. Declaration of Environmental Restrictions as contained in Deed Book
5371, Page 91.
<PAGE>
                                   SCHEDULE C

                                  RENT SCHEDULE

Rent for the first year of the Lease Term shall be $2,310,000, payable in
monthly installments of $192,500-, and subject to adjustment, in accordance with
Article IV of this Lease and Article II of the Master Lease.
<PAGE>
                                  EXHIBIT 9.02

                       SUBORDINATION, NON-DISTURBANCE AND
                              ATTORNMENT AGREEMENT
                    (DELANEY HALL, NEWARK, NEW JERSEY FACILITY)

      This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is made as of the 29th day of May, 2003, by COMMUNITY CORRECTIONS
CORPORATION, a Delaware corporation which intends to change its name to
COMMUNITY EDUCATION CENTERS, INC. (the "Tenant") with an address of 75
Livingston Avenue, Roseland, New Jersey 07068, Attention: John Clancy, President
& CEO, in favor of BANK OF AMERICA, N.A., a national banking association,
successor to NATIONSBANK, NATIONAL ASSOCIATION, acting in its capacity as agent
(collectively with its successors and assigns, the "Agent") for the Secured
Creditors (as defined herein) under the Credit Agreement (as defined herein)
with an address of 101 North Tryon Street, NC1-001-15-02, Charlotte, North
Carolina 28255, Attention: Agency Management. All capitalized terms used but not
otherwise defined herein shall have the respective meanings assigned thereto in
the Credit Agreement (as defined below).

                               W I T N E S S E T H

      WHEREAS, CPT Operating Partnership L.P., a Delaware limited partnership
(the "Borrower"), and Correctional Properties Trust, a Maryland real estate
investment trust (the "Guarantor") have entered into that certain Credit
Agreement between the Borrower, the Guarantor, the Agent and the lenders from
time to time party to the Credit Agreement (collectively, the "Lenders") dated
as of October 2, 1998 (as amended, modified, extended, renewed, restated and
supplemented from time to time, the "Credit Agreement") pursuant to which the
Lenders have made available to the Borrower a revolving credit facility up to
the amount of $150,000,000 (collectively, the "Loans") (the Agent, the Lenders
and Banc of America Securities LLC, and each of their respective successors and
assigns, are herein collectively defined as the "Secured Creditors"); and

      WHEREAS, as security for the Obligations under the Credit Agreement, the
Borrower has executed and delivered to the Agent for the benefit of the Secured
Creditors that certain Mortgage, Security Agreement, Fixture Filing, Assignment
of Leases and Rents and Financing Statement (as amended, modified, extended,
renewed, restated and supplemented from time to time, the "Mortgage Instrument")
dated as of the date hereof, encumbering the real property described on Exhibit
A attached hereto and by this reference incorporated herein and made a part
hereof (the "Demised Premises") and recorded on or about May 29, 2003 in the
Office of the Register of Deeds in and for Essex County, New Jersey; and

      WHEREAS, the Tenant is the lessee under the Master Agreement to Lease
dated May 29, 2003 as supplemented by that certain Lease dated May 29, 2003
(collectively, the "Lease") with the Borrower as lessor (the "Landlord") of the
Demised Premises as more particularly described in the Lease, a memorandum of
which was or will be recorded on or about May 29, 2003 in the Office of the
Register of Deeds in and for Essex County, New Jersey;

      WHEREAS, the Agent is willing to agree that Tenant's possession of the
Demised Premises shall not be disturbed as a result of a foreclosure of the
Mortgage Instrument or a transfer in lieu of foreclosure so long as Tenant is
not in default (as determined by the Lease)
<PAGE>
under the Lease and provided Tenant subordinates the Lease to the lien of the
Mortgage Instrument and attorns to the purchaser at the foreclosure sale or
transferee taking title in lieu of foreclosure and recognizes said purchaser or
transferee as lessor under the Lease.

      WHEREAS, pursuant to the terms of a Second Amended and Restated Community
Education Centers, Inc. Revolving Credit and Term Loan Agreement of
approximately even date herewith (the "Leasehold Credit Agreement") between
Comerica Bank, as Agent (the "Leasehold Mortgagee") and Tenant, Tenant has
executed and delivered to Leasehold Mortgagee a Leasehold Mortgage of
approximately even date herewith, which Leasehold Mortgage encumbers the
Tenant's interest in the Lease and is subordinate to the Mortgage Instrument;
and

      WHEREAS, pursuant to the terms of the Leasehold Credit Agreement, Tenant,
Leasehold Mortgagee and Borrower have executed a certain Agreement,
Acknowledgment and Consent to Leasehold Mortgage for Community Education Centers
of approximately even date herewith (the "Intercreditor Agreement").

      NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Agent and Tenant do hereby mutually covenant
and agree as follows:

      1. SUBORDINATION. The Tenant hereby subordinates the Lease and the option
to purchase the Demised Premises contained therein to the Mortgage Instrument
and the lien thereof, and to all renewals, modifications and extensions of same.

      2. NON-DISTURBANCE AND ATTORNMENT. Provided Tenant complies with this
Agreement and is not in default (as determined by the Lease) under the terms of
the Lease in the payment of rent or additional rent or the performance of any of
the terms, conditions, covenants, clauses or agreements on its part to be
performed under the Lease (beyond any period of time given Tenant to cure) as of
the date the Agent commences foreclosure proceedings or accepts a deed in lieu
of foreclosure, or at any time thereafter, no default under the Mortgage
Instrument, as renewed, modified, extended, increased, spread, replaced or
consolidated, and no proceeding to foreclose the same will disturb Tenant's
possession or rights under said Lease and the Lease will not be affected or cut
off thereby. Notwithstanding any such foreclosure or other acquisition of the
Demised Premises by Agent or any third party, the Tenant shall attorn to the
Agent or such third party, and so long as Tenant is not in default under the
terms of the Lease, the Lease will be recognized as a direct lease from the
Agent or any other party acquiring the Demised Premises upon the foreclosure
sale, except that the Agent, or any subsequent owner, shall not (a) be liable
for any previous act or omission of Landlord under the Lease, (b) be subject to
any offset, claim or defense which shall theretofore have accrued against
Landlord, (c) have any obligation with respect to any security deposited under
the Lease unless such security has been physically delivered to the Agent, or
(d) be bound by any previous amendment or modification of the Lease or by any
previous prepayment of rent for a period greater than one (1) month, unless such
amendment, modification or prepayment shall have been expressly approved in
writing by the Agent. Notwithstanding the foregoing, in the event that the
construction of the Demised Premises has not been substantially completed at the
time the Agent or any third party succeeds to the interest of the Landlord under
the Lease by reason of foreclosure or other proceedings brought by the Agent or
by any transfer in lieu of foreclosure, then, in such event, Tenant hereby


                                       2
<PAGE>
agrees that the Agent or any such third party shall have the right to cancel and
terminate the Lease upon written notice to the Tenant.

      3. NO OBLIGATION TO CONSTRUCT DEMISED PREMISES. Any provision of this
Agreement to the contrary notwithstanding, the Agent shall have no obligation,
or incur any liability, with respect to the erection and completion of the
building in which the Demised Premises are located or for the completion of the
Demised Premises or any improvements for Tenant's use and occupancy.

      4. FURTHER ASSURANCES. Tenant will upon request by the Agent, or any
subsequent owner, execute a written agreement in a form acceptable to Tenant
whereunder Tenant does attorn to the Agent or any such subsequent owner and
affirm Tenant's obligations under the Lease and agree to pay all rentals and
charges then due or to become due as they become due to the Agent or such
subsequent owner.

      5. NOTICES TO LANDLORD. From and after the date hereof, Tenant shall send
a copy to the Agent (i) of any notice or statement of default under the Lease,
(ii) of intent to assign, sublet, mortgage or encumber any portion of the
Demised Premises, or (iii) of any request for Landlord's approval under the
Lease at the same time such notice or statement is sent to the Landlord under
the Lease.

      6. MODIFICATION OR TERMINATION OF LEASE. Tenant acknowledges that Landlord
will not surrender or consent to the modification or amendment of any of the
terms of the Lease nor to the termination thereof by the Landlord without the
prior written consent of the Agent, which consent shall be obtained in writing
thirty (30) days in advance by Landlord. Tenant will not terminate or seek to
terminate the Lease by reason of a taking under eminent domain, by reason of any
act or omission of the Landlord, or any other default under the Lease, or
exercise any right under the Lease to make deductions from or reductions in
rental payments until Tenant shall have given written notice of such taking,
act, omission or other default to the Agent as hereinafter provided for under
the terms and conditions of the Lease. Tenant will allow the Agent thirty (30)
days from its receipt of said notice within which the Agent shall have the
right, but shall not be obligated, to remedy such act, omission or other default
and Tenant will accept such performance by the Agent; provided, however, if the
act, omission or other default cannot with due diligence be remedied within such
thirty (30) day period, then the Agent shall have a reasonable time in which to
remedy the same provided the Agent commences to remedy the same within such
thirty (30) day period and thereafter proceeds with due diligence to complete
the remedy thereof. Notice to the Agent under this Agreement shall be sent to
the Agent at the following address, or such other address as the Agent shall
designate to the Tenant in writing:



                       Bank of America, N.A., as Agent
                       101 North Tryon Street, NC1-001-15-02
                       Charlotte, North Carolina 28255
                       Attention: Agency Management

Notwithstanding the foregoing, Tenant shall have the right without prior notice
to the Agent to make repairs if Tenant determines in good faith that a bona-fide
emergency precludes the giving


                                       3
<PAGE>
of such notice. In the event of such an emergency, Tenant may present to
Landlord a demand for reimbursement to the extent permitted under the Lease, but
Tenant will not make deductions from or reductions in rental to recoup such
expenses until Tenant shall give the Agent notice of such repairs and such
demand and a thirty (30) day period to cause such reimbursement to be made.

      7. ADVANCE RENT. From and after the date hereof, the Tenant will not pay
any rent under said Lease more than one (1) month in advance of its due date.

      8. NO IMPAIRMENT OF MORTGAGE INSTRUMENT. Nothing contained in this
Agreement shall in any way impair or affect the lien created by the Mortgage
Instrument, except as specifically set forth herein.

      9. USE OF CONDEMNATION AWARDS OR INSURANCE PROCEEDS. The Landlord has
assigned to the Agent for the benefit of the Lenders any proceeds or awards
which may become due by reason of any condemnation or other taking for public
use of the whole or any part of the Demised Premises or any rights appurtenant
thereto, and the proceeds of any casualty insurance policy which are payable as
a result of any insured casualty to the Demised Premises. The Tenant and the
Agent hereby agree that any condemnation proceeds or proceeds of any casualty
insurance policy arising as a result of an insured casualty to the Demised
Premises shall be applied as set forth in Sections 4.7, 4.8, 7.1 and 7.2 of the
Mortgage Instrument, the terms of which Sections are hereby incorporated by
reference and made a part hereof.

      10. INTERCREDITOR AGREEMENT. Agent acknowledges the existence and terms of
the Intercreditor Agreement, as set forth therein, and further acknowledges that
such agreement, among other things, limits the rights of the Landlord to
terminate the Lease, and imposes certain obligations on the Landlord with
respect to the cure by the Leasehold Mortgagee of Tenant defaults, all as more
particularly set forth therein. Agent acknowledges that in the event of a
foreclosure or other acquisition by Agent or any third party of the Demised
Premises pursuant to the Mortgage Instrument, the provisions of the
Intercreditor Agreement will be binding upon Agent or any such third party to
the extent Agent or such third party becomes Landlord or a successor to the
Landlord, in accordance with the terms of the Intercreditor Agreement and
subject to the limitations set forth therein.

      11. WAIVERS TO BE IN WRITING. No modification, amendment, waiver or
release of any provision of this agreement or of any right, obligation, claim or
cause of action arising hereunder shall be valid or binding for any purpose
whatsoever unless in writing and duly executed by the party against whom the
same is sought to be asserted.

      12. SUCCESSORS AND ASSIGNS. This Subordination shall inure to the benefit
of and be binding upon the parties hereto, and each of their successors and
assigns; provided, however, that in the event a successor to the Agent is
appointed pursuant to the Credit Agreement, all obligations and liabilities of
the Agent under this Agreement shall terminate, and thereupon all such
obligations and liabilities shall be the responsibility of such successor Agent.


                                       4
<PAGE>
      IN WITNESS WHEREOF, the Agent and Tenant have respectively signed and
sealed this Agreement as of the day and year first above written.



                              THE AGENT:

                              BANK OF AMERICA, N.A.
                              AS AGENT

                              By:_________________________________________
                              Name:_______________________________________
                              Title:      Managing Director

Attest:


_______________________
STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

      On this _______ the day of May in the year 2003, before me personally came
_________________ in the County of Mecklenburg, North Carolina, personally known
to me or proved to me on the basis of satisfactory evidence to be the persons
who executed the within instrument as a Managing Director of BANK OF AMERICA,
N.A., a national banking association, AS AGENT, which executed the within
instrument, and acknowledged to me that said BANK OF AMERICA, N.A. executed the
within instrument, AS AGENT.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and the year in this certificate first above written.

                                    Name:________________________________
                                    (Commissioned:______________________)

                                    My commission expires:_______________



                                                (AFFIX NOTARIAL SEAL)


                                       5
<PAGE>
                              TENANT:

                              COMMUNITY CORRECTIONS CORPORATION, TO BE KNOWN AS
                              COMMUNITY EDUCATION CENTERS, INC.


                              By:   _________________________________________
                              Name: _________________________________________
                              Title:_________________________________________



Attest:

_____________________



STATE OF NEW JERSEY     :
                        :                                                   ss.
COUNTY OF ESSEX         :

      On this the day of May in the year 2003, before me personally came
____________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the persons who executed the within
instrument as a __________________________ of COMMUNITY CORRECTIONS CORPORATION,
INC., a Delaware corporation, whose name is to be changed to COMMUNITY EDUCATION
CENTERS, INC. , a Delaware corporation, which executed the within instrument,
and acknowledged to me that said corporation executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and the year in this certificate first above written.

                                    Name:_______________________________
                                    (Commissioned:______________________)

                                    My commission expires:______________



                                                (AFFIX NOTARIAL SEAL)


                                       6
<PAGE>
                                  EXHIBIT 9.04

                          TENANT'S ESTOPPEL CERTIFICATE
                    (DELANEY HALL, NEWARK, NEW JERSEY FACILITY)



TO:   Bank of America, N.A., as Agent
      101 North Tryon Street, NC1-001-15-02
      Charlotte, North Carolina   28255
      Attention: Agency Management


RE:   REVOLVING CREDIT FACILITY FOR CPT OPERATING PARTNERSHIP L.P.

      The undersigned, Community Education Centers, Inc., a Delaware
corporation, as Tenant of that certain tract of real property and the
improvements thereon in Essex County, New Jersey and described on Exhibit A
attached hereto (the "Premises") under that certain Master Agreement to Lease
dated May , 2003 as supplemented by that certain Lease dated May , 2003
(collectively, the "Lease") between Community Education Centers, Inc., as
Tenant, and CPT Operating Partnership L.P., a Delaware limited partnership, as
Landlord, hereby certifies as follows:

      1. That the undersigned has accepted the Lease and entered into occupancy
of the premises described in said Lease;

      2. That said Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way except: None ;

      3. That said Lease, represents the entire agreement between the parties as
to said leasing;

      4. That the commencement date of the term of said Lease is May     , 2003;

      5. That the expiration date of the term of said Lease is May 31, 2013. The
undersigned has no rights to renew or extend the term of the Lease except as set
forth on Exhibit "A" attached hereto;

      6. That all conditions of said Lease to be performed by Landlord and
necessary to the enforceability of said Lease have been satisfied;

      7. That there are no defaults by Tenant or to the knowledge of Tenant, by
the Landlord thereunder, and to the knowledge of the Tenant, no event has
occurred or situation exists which would, with the passage of time, constitute a
default under the Lease. All improvements or work required under the Lease to be
made by the Landlord to date, if any, have been completed to the satisfaction of
the undersigned, and there are no outstanding construction
<PAGE>
or repair obligations. Charges for all labor and materials used or furnished in
connection with improvements and/or alterations made for the account of the
undersigned in the building have been paid in full;

      8. That no rents have been prepaid more than one (1) month in advance and
full rental, including basic minimum rent, if any, has commenced to accrue;

      9. That on this date there are no existing defenses, setoffs, deductions,
credits, claims or counterclaims which the undersigned has against the
enforcement of said Lease by Landlord except for prepaid rent through May , 2003
(not to exceed one month);

      10. That the undersigned has paid to Landlord a security deposit in the
amount of $662,039.00;

      11. That the undersigned has all governmental permits, licenses and
consents required for the activities and operations being conducted or to be
conducted by it in or around the building; and

      12. That as of the date there are no actions, whether voluntary or
otherwise, pending against the undersigned under the bankruptcy or insolvency
laws of the United States or any state thereof.

                            [CONTINUED ON THE NEXT PAGE}


                                       8
<PAGE>
      EXECUTED this _____ day of May, 2003.



                              COMMUNITY EDUCATION CENTERS, INC.

                              By:   _________________________________________
                              Name: _________________________________________
                              Title:_________________________________________


                                       9
<PAGE>
                                    EXHIBIT "A"

                  10.09 RENEWAL OPTION. So long as no Event of Default has
occurred and is continuing on the date of a Renewal Notice (as defined below) or
on the commencement date of any Renewal Term (as defined below), Tenant shall
have the right to renew this Lease for three (3) additional periods of five (5)
years each (each a "RENEWAL TERM"), by giving Landlord not less than six (6)
months prior written notice of Tenant's exercise of each such renewal option
(each a "RENEWAL NOTICE"). The commencement date of each Renewal Term shall be
the date which is one calendar day after the last day of the initial Term or the
previous Renewal Term, as the case may be and each such Renewal Term shall
expire on the date which is the last calendar day immediately prior to the fifth
anniversary date of the applicable Renewal Term commencement date. All of the
terms, covenants and conditions set forth in this Lease and the Master Lease
shall apply to and be fully enforceable during any Renewal Term as if such
Renewal Term were specifically included in this Lease.
<PAGE>
                                  EXHIBIT 10.06

                               MEMORANDUM OF LEASE

Prepared by:

___________________________
Barbara A. Casey, Esquire



      THIS MEMORANDUM (this "MEMORANDUM") is made this _____ of May, 2003,
between CPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership
("Landlord"), and COMMUNITY EDUCATION CENTERS, INC., a Delaware corporation
("Tenant").


<TABLE>
<S>                                 <C>
LEASED PROPERTY:                    The Real Property described in Exhibit A
                                    attached hereto and made a part hereof, known
                                    and designated on the official tax map of the
                                    City of Newark, County of Essex, State of New
                                    Jersey as Block 5060, Lot 154, commonly known
                                    as Delaney Hall, 451-479 Doremus Avenue,
                                    Newark, New Jersey (the "PROPERTY") upon which
                                    Tenant engages in the business of the
                                    development and management of a certain
                                    correctional and detention facility known as
                                    Delaney Hall (the "FACILITY").


LEASE DATE:                         May   , 2003



BASE TERM COMMENCEMENT DATE:        May   , 2003



BASE TERM EXPIRATION DATE:          Unless sooner terminated as provided in the
                                    Lease, the last day of the month in which the tenth
                                    (10th) anniversary of  the Commencement Date
                                    occurs.

RENEWAL OPTION:                     So long as no Event of Default has occurred and
                                    is continuing on the date of a Renewal Notice
                                    (as defined below) or on the commencement date
                                    of any Renewal Term (as defined below), Tenant
                                    shall have the right to renew this Lease for
                                    three (3) additional periods of five (5) years
                                    each (each a "RENEWAL TERM"), by giving
                                    Landlord not less than six (6) months prior
                                    written notice of Tenant's exercise of each
                                    such renewal option (each a "RENEWAL NOTICE").
                                    The commencement date of
</TABLE>
<PAGE>
<TABLE>
<S>                                 <C>
                                    each Renewal Term shall be the date which is
                                    one calendar day after the last day of the
                                    initial Term or the previous Renewal Term, as
                                    the case may be and each such Renewal Term
                                    shall expire on the date which is the last
                                    calendar day immediately prior to the fifth
                                    anniversary date of the applicable Renewal
                                    Term commencement date. All of the terms,
                                    covenants and conditions set forth in the
                                    Lease and the Master Lease shall apply to and
                                    be fully enforceable during any Renewal Term
                                    as if such Renewal Term were specifically
                                    included in this Lease.


RIGHT OF FIRST REFUSAL:             Subject to the terms and conditions set forth
                                    in Section 7.01 of the Site Lease and provided
                                    that no Event of Default under Sections
                                    9.01(a), (c), (d), (e), (g) or (h) of the
                                    Master Lease with respect to the Leased
                                    Property has occurred (and with respect solely
                                    to an Event of Default under Section 9.01(a),
                                    is continuing at the time of such exercise or
                                    at the expiration of the Master Lease or this
                                    Lease), Tenant shall have a right of first
                                    refusal (the "PURCHASE REFUSAL RIGHT") to
                                    purchase the Leased Property.  If during the
                                    Term or any Renewal Term and for a period of
                                    thirty (30) days following termination of the
                                    Lease (other than as a result of the exercise
                                    by Landlord of its rights or remedies under the
                                    Master Lease), so long as no Event of Default
                                    under Sections 9.01(a), (c), (d), (e), (g) or
                                    (h) of the Master Lease has occurred (and with
                                    respect solely to an Event of Default under
                                    Section 9.01(a), is continuing at the time of
                                    such exercise or at the expiration of the
                                    Master Lease or this Lease), Landlord or any
                                    Affiliate of Landlord receives a bona fide
                                    third party offer to transfer the Leased
                                    Property, then, prior to accepting such third
                                    party offer, Landlord shall send written notice
                                    and a copy thereof to Tenant and Tenant's
                                    Lender (as defined in the Lease) ("LANDLORD'S
                                    NOTICE").  Tenant shall have thirty (30) days
                                    after receipt of Landlord's Notice to exercise
                                    Tenant's Purchase Refusal Right, by giving
                                    Landlord written notice thereof.  Failure of
                                    Tenant to exercise the Purchase Refusal Right
                                    within such time period set forth above shall
                                    be deemed to extinguish the Purchase Refusal
                                    Right and thereafter, Landlord or its Affiliate
                                    may transfer the Leased Property; provided,
                                    however, that the transfer of the Leased
                                    Property is at a price equal to
</TABLE>


                                       2
<PAGE>
<TABLE>
<S>                                 <C>
                                    or greater than the price contained in the
                                    Landlord's Notice, and otherwise consistent
                                    in all material respects with the terms and
                                    conditions set forth in Landlord's Notice.
                                    Tenant's Purchase Refusal Right shall revive
                                    in the event that Landlord fails to transfer
                                    the Leased Property within one year following
                                    the date of Landlord's Notice. In the event
                                    that Tenant elects to exercise the Purchase
                                    Refusal Right and to acquire the Leased
                                    Property thereby, (a) Tenant shall acquire
                                    the Leased Property on the same terms and
                                    conditions and subject to all time periods
                                    and other limitations as provided in
                                    Landlord's Notice (provided, however, Tenant
                                    shall in all events have not less than one
                                    hundred twenty (120) days to close its
                                    acquisition of the Leased Property following
                                    its written notice exercising its Purchase
                                    Refusal Right), and (b) concurrently with
                                    such acquisition, this Lease shall terminate
                                    (but Tenant shall remain liable to pay any
                                    accrued Rent due and payable on the closing
                                    date with respect to the Leased Property and
                                    all indemnifications and other provisions
                                    contained in the Master Lease that survive
                                    the expiration of this Lease or the Master
                                    Lease shall continue in effect), and the
                                    Master Lease shall be appropriately amended
                                    to reflect the termination of this Lease.
                                    Notwithstanding the foregoing provisions, the
                                    Purchase Refusal Right shall not be
                                    applicable to any transfer of the Leased
                                    Property to any Affiliate of Landlord, so
                                    long as such Affiliate acquires the Leased
                                    Property subject to this Purchase Refusal
                                    Right. A "TRANSFER" is any direct or indirect
                                    sale, conveyance or other disposition,
                                    including any transfer of a controlling
                                    ownership interest in any owning partnership,
                                    limited liability company or corporation, and
                                    including any lease with a term in excess of
                                    five (5) years.


PROHIBITION ON CERTAIN
TRANSFERS:                          So long as no Event of Default has occurred and
                                    is continuing and so long as Tenant is in full
                                    compliance with the terms of the Master Lease
                                    and this Lease, Landlord will not transfer the
                                    ownership of, or mortgage its interest in, the
                                    Leased Property to any Person whose primary
                                    business is the operation of similar
                                    correctional or detention facilities, without
                                    the prior written consent of
</TABLE>


                                       3
<PAGE>
<TABLE>
<S>                                 <C>
                                    Tenant, which consent may be withheld in Tenant's
                                    sole discretion.
</TABLE>

      All of the terms and conditions of the Lease are incorporated herein by
reference as though set forth fully herein. All capitalized terms not
specifically defined herein shall have the meaning set forth in the Lease. In
the event of any conflict between the terms hereof and of the Lease, the Lease
shall prevail. Nothing contained herein is intended to modify or alter the
terms, conditions or provisions of the Lease.

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum
as of the date first above written.

                                    LANDLORD:

                                    CPT OPERATING PARTNERSHIP, L.P.

                                    By:   Correctional Properties Trust,
                                          its general partner

                                       By:__________________________________
                                                Charles R. Jones, President


STATE OF NEW JERSEY                 :
                                    :  SS
COUNTY OF                           :

      ON THIS, the ______ day of May, 2003 before me, a Notary Public, the
undersigned officer, personally appeared Charles R. Jones who acknowledged
himself to be the President of Correctional Properties Trust, the general
partner of CPT Operating Partnership L.P., a Delaware limited partnership, and
that he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
partnership as Landlord by himself as such officer.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                    _______________________________
                                           Notary Public
My Commission Expires:


WITNESSES:                          TENANT:

                                    COMMUNITY EDUCATION CENTERS, INC.


                                    By: _____________________________
                                          John J. Clancy
                                          President & Chief Executive Officer


                                       4
<PAGE>
STATE OF NEW JERSEY:
                                    :  SS
COUNTY OF                           :


      ON THIS, the _____ day of May, 2003, before me, a Notary Public, the
undersigned officer, personally appeared John J. Clancy, who acknowledged
himself to be the President of Community Corrections Property, a Delaware
corporation, whose name is to be changed upon delivery of this documents to
Community Education Centers, Inc., the Tenant under the Lease, and that he, as
such officer, being authorized so to do, executed the foregoing instrument for
the purposes therein contained by signing the name of the general partners of
the Tenant by him as such authorized signer.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
                                    _______________________________
                                           Notary Public
My Commission Expires:







Record and return to:

      Barbara A. Casey, Esquire
      Ballard Spahr Andrews & Ingersoll, LLP
      Plaza 1000 -  Suite 500
      Main Street
      Voorhees, NJ  08043


                                       5