Exhibit 10.45.1

                               ASSIGNMENT OF LEASE
                               AND OWNER'S CONSENT


     Agreement  made  this  13th  day  of  June  1996  between  ESMOR,  INC.,  a
corporation  of the State of Delaware  located at 1819 Main Street,  Suite 1000,
Sarasota,  Florida 34236 (hereinafter "Esmor"),  and CORRECTIONS  CORPORATION OF
AMERICA,  a  corporation  of the  State  of  Delaware  located  at 102  Woodmont
Boulevard,  Nashville,  Tennessee  37205  (hereinafter  "CCA").

                                    RECITALS

     Esmor entered into a lease (hereinafter the "Lease") as Tenant, on December
15,  1993,  effective  December 15, 1993,  with Elberon  Development  Co. of 235
Birchwood  Avenue,  Cranford,  New Jersey  07016  (hereinafter  "Elberon")  with
respect to premises 625 Evans Street,  Elizabeth, New Jersey (a portion of Block
8, Lot  428-Y-11  on the Tax Map of the City of  Elizabeth),  a true copy of the
Lease being attached hereto and incorporated  herein as Exhibit A. Esmor desires
to assign and CCA desires to assume, the rights, duties and liabilities of Esmor
as Tenant  under the Lease.  Elberon,  as Owner  under the Lease,  is willing to
consent to the  assignment by Esmor to CCA of all of Esmor's  rights,  title and
interest  as  Tenant  under  the  Lease  and  to  the  assumption  by CCA of all
obligations  under the Lease,  except as to the deposit  security as provided in
paragraph 24 of the Lease which matter is otherwise herein provided for.

     NOW, THEREFORE, for valuable consideration,  the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

     (1)  Esmor  does  hereby  assign,  transfer  and set over to CCA all of its
rights,  title and  interest as Tenant  under the Lease except as to the deposit
security  provided  in  paragraph  24 of the  Lease,  the  subject of a separate
Agreement between Elberon and Esmor.

     (2) CCA herewith  deposits with Elberon security in the amount of Fifty One
Thousand  Four  Hundred  Nine and  04/100  Dollars  ($51,409.04)  to be held and
applied by Elberon as provided in paragraph  24 of the Lease and hereby  assumes
each and every other Lease  obligation and agrees to perform and discharge these
obligations  in full  and  timely  accordance  with  all of  their  terms.  -CCA
performance of the Lease obligations

ATTEST:                                        ESMOR, INC.


Aaron Speisman                                 James F. Slattery
Secretary                                      President

ATTEST:


Secretary                                      CORRECTIONS CORP OF AMERICA.



By:                                            Chairman & CEO






                                CONSENT OF OWNER


<PAGE>



     Elberon,  as Owner under the Lease,  effective  upon  receipt of the sum of
Fifty One Thousand Four Hundred Nine and 04/100  Dollars  ($51,409.04)  security
from CCA as above  provided,  consents  to the  assignment  by Esmor of  Esmor's
rights,  title  and  interest  as  Tenant  under  the  Lease  to CCA  and to the
assumption by CCA of all obligations under the Lease.

     This consent to the assignment and assumption shall not be deemed a release
of Esmor  from any  liability  or  responsibility  under the Lease  incurred  or
existing either prior to, as of the date of this consent or subsequent  thereto,
any such  release to be the  subject of a separate  independent  agreement  with
Esmor.

     Excepting  only  as  above  provided  with  respect  to  deposit   security
(paragraph 24 of the Lease), no provision of this consent alters or modifies any
of the terms and  conditions of the Lease,  including the  requirement  that the
written  consent of Owner be obtained  with respect to any future  assignment of
the Lease.


WITNESS:                                 ELBERON DEVELOPMENT CO.

                                         By:  Anne E. Estabrook
Dated: June 12 1996






<PAGE>




                                    AGREEMENT

     Agreement made this 12th day of June 1996, between Elberon  Development Co.
of 235 Birchwood Avenue,  Cranford,  New Jersey 0701 6 (hereinafter "Owner") and
Esmor, Inc., a Delaware  Corporation of 1819 Main Street,  Suite 1000, Sarasota,
Florida 34236 (hereinafter "Tenant").

                                    RECITALS

     Owner and Tenant entered into a lease  covering  premises 625 Evans Street,
Elizabeth,  New Jersey,  dated  December 13, 1993,  effective  December 15, 1993
(hereinafter  the "Lease"),  which Lease Tenant desires to assign to Corrections
Corporation  of  America  (hereinafter  "CCA"),  CCA to  deposit  with Owner new
security to be held and applied as provided in  paragraph  24 of the Lease.  All
other obligations of Tenant under the Lease also to be assumed by CCA.

     Owner is  willing to  release  Tenant  from  future  performances  of Lease
obligations  and to  refund  the  security  heretofore  deposited  by  Tenant in
accordance with paragraph 24 of the Lease but only upon the terms and conditions
herein set forth.

     For  valuable   consideration,   Owner  will  release  Tenant  from  future
performances  of Lease  obligations  and return the $47,454.50  security  within
thirty (30) days after:

     1. the receipt by Owner of replacement security from CCA;

     2. the payment in full to Owner by Tenant of all outstanding invoices;

     3. the receipt by Owner from Tenant of a true copy of its application for a
Letter  of   Non-Applicability   (LNA)  from  the  New  Jersey   Department   of
Environmental Protection (DEP) evidencing that the assignment from tenant to CCA
is not a covered transaction under the New Jersey Industrial Site Recovery Act;

     4. the receipt by Owner of the required consent of Phoenix Mutual Insurance
Co., mortgagee of the premises,  to the assignment of the Lease by Tenant to CCA
and to this Agreement;

     5. the receipt by Owner from Tenant of its  agreement to indemnify and hold
Owner harmless of any and all claims, actions,  proceedings,  judgments, awards,
charges and all costs and expenses,  including,  but not limited to,  attorneys'
fees and costs  arising  out of or in any way  related to the  tenancy of Tenant
under the Lease, and evidence in form satisfactory to Owner of the Lease general
liability insurance coverage continuing in effect for any claims made within two
(2) years from the  effective  date of the  assignment of the Lease by Tenant to
CCA; and

     6. the receipt of payment by Owner from Tenant in  reimbursement of Owner's
attorneys  Owner's  attorneys'  invoice for services rendered in connection with
the Lease  assignment and assumption  agreement  between Tenant and CCA, Owner's
consent thereto and this conditional release agreement.

     Tenant hereby agrees to promptly perform items 2, 3, 5 and 6 above.


WITNESS:                               ELBERON DEVELOPMENT CO.


                                       By: Anne E. Estabrook


ATTEST:                                ESMOR, INC.


Aaron Speisman                         By:  James F. Slattery-President
Secretary



<PAGE>



                           INDEMNITY AND HOLD HARMLESS

     Esmor, Inc. agrees, for good and valuable  consideration  including but not
limited to Anne E. Estabrook, T/A Elberon Development Co.'s ("Owner") consent of
the  assignment of Esmor's lease of 625 Evans Street,  Elizabeth,  New Jersey to
Corrections  Corporation of America ("CCA"),  that Esmor will indemnify and hold
Owner  harmless from any and all claims,  actions,  or  proceedings,  judgments,
awards,  charges,  costs and expenses,  including but not limited to, reasonable
attorney  fees,  (1) arising out of Esmor's  occupation and use of the premises,
(2) any work or thing  done in or about the  premises  by or on behalf of Esmor,
(3) any breach or default by Esmor in performing any obligation under the lease,
or (4) any act or  negligence  of Esmor or its  agents,  contractors,  servants,
employees,  and licensees,  through the effective date of the lease  assignment.
CAA will assume all rights and responsibilities under the lease after that date.


                              Esmor, Inc.:



                              By: James F. Slattery, President

                              Date:  5/6/96

                              Accepted
                              Anne E. Estabrook,
                              T/A Elberon Development Co.:
                              Date: June 12, 1996