EXERCISE AGREEMENT
                                  (Holdenville)

         THIS EXERCISE AGREEMENT is entered into effective as of January 5,
1998, by and between CCA PRISON REALTY TRUST, a Maryland real estate investment
trust (the "Company") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee
corporation ("CCA").

                                R E C I T A L S:

         WHEREAS, the Company and CCA entered into a Right to Purchase Agreement
dated as of July 7, 1997 whereby, among other things, CCA granted the Company an
option to acquire any Future Facility under terms and conditions set forth
therein (the "Right to Purchase Agreement"); and

         WHEREAS, CCA owns a correctional facility in Holdenville, Hughes
County, Oklahoma, on real estate described on Exhibit A, attached hereto (the
"Facility"); and

         WHEREAS, the Company desires to exercise its option to acquire the
Facility; and

         WHEREAS, the Right to Purchase Agreement provides that Future
Facilities will be acquired on terms and conditions generally consistent with
the terms and conditions of the Company's acquisition of certain other
facilities from CCA, one of which facilities was a certain facility in
Youngstown, Ohio, acquired by the Company pursuant to an Option Agreement dated
July 7, 1997 (the "Youngstown Option Agreement") which CCA and the Company have
agreed to partially incorporate by reference for the purpose of setting forth
certain of the terms and conditions of the Company's acquisition of the
Facility;

         NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the Company and CCA hereby agree as follows:

          1.   Exercise of Option. The Company hereby exercises its option to
               acquire the Facility, pursuant to the terms of Paragraph 3 of the
               Right to Purchase Agreement. The Facility will be transferred
               subject to that certain Lease and Operation Agreement between the
               Holdenville Industrial Authority (the "Authority") and the
               Oklahoma Department of Corrections, dated as of July 1, 1996 (the
               "L & O Agreement").

          2.   Terms. The purchase price for the Facility is $36,132,118.00:

               The Facility will be leased to CCA pursuant to the Master
               Agreement to Lease between the Company and CCA, dated July 18,
               1997 on the following terms:

                    Term - Ten (10) years with three (3) five (5) year renewals

                           Rent - $3,974.533.00 per year, subject to adjustment
                           to fair market value for the first, second and third
                           extended terms.

                           The lease will be subject to the L & O Agreement.


                                                        

<PAGE>   2



          3.   Additional Terms. (i) The conveyance of the Facility shall not
               include the rights of CCA under (a) the Monitor Agreement dated
               August 29, 1995 with Norris & Associates or (b) the Marketing
               Services Agreement dated August 29, 1995 with Capitol
               Consultants. Further, it is specifically acknowledged and agreed
               by the parties that CCA does not own, and is not conveying to the
               Company, any rights to the inmate pay telephone service
               agreements relating to the Facility, or to any renewals or
               replacements thereof. The Company acknowledges that the Authority
               and the vendor under the inmate pay telephone service agreement
               with the Authority may have access to the inmate pay telephone
               equipment in the Facility during normal business hours upon
               reasonable notice to operate, maintain and repair the equipment.

                    (ii) For convenience of reference, CCA and the Company agree
               that the Company's acquisition of the Facility shall be
               undertaken in accordance with the following provisions of the
               Youngstown Option Agreement: Articles IV, V, VI, VII, VIII, IX,
               X, XI and to the extent applicable, the definitions set forth in
               Article I, all of which are incorporated herein by reference and
               made a part hereof. The Effective Date of this Exercise Agreement
               shall be the date first written above.





                                        2

<PAGE>   3



         IN WITNESS WHEREOF, the Company and CCA have executed this Exercise
Agreement as of the day and date first set forth above.


                                       CCA PRISON REALTY TRUST, a Maryland real
                                       estate investment trust


                                       By: /S/  Doctor R. Crants
                                           ---------------------------------

                                       Title: President
                                              ---------------------------------



                                       CORRECTIONS CORPORATION OF AMERICA,
                                       a Tennessee corporation


                                       By: /S/  Darrell K. Massengale
                                           ---------------------------------

                                       Title:  Vice President, Finance
                                              ---------------------------------








                                        3

<PAGE>   4


                                    EXHIBIT A



         A tract of land lying in the Southeast Quarter (SE/4) of Section 10,
Township 7 North, Range 8 East, Indian Meridian, Hughes County, Oklahoma,
further described as a point of beginning at a point along the South line of
said SE/4, S 89(degree)20'02" W, 469.25 feet from the Southeast corner of said
SE/4; thence along the South line of said SE/4, S 89(degree)20'02" W, 1030.75
feet; thence N 00(degree)57'37" W, 2323.20 feet and parallel to the East line of
said SE/4; thence N 89(degree)20'02" E, 1500.00 feet and parallel to the South
line of said SE/4; thence along said East line of the SE/4 S 00(degree)57'37" E,
1859.20 feet; thence S 89(degree)20'02" W, 469.25 feet; thence S
00(degree)57'37" E, 464.00 feet to the Point of Beginning, containing 75 acres,
more or less.






                                        4

Source: OneCLE Business Contracts.