FIRST AMENDMENT TO MASTER AGREEMENT TO LEASE

        THIS FIRST AMENDMENT TO MASTER AGREEMENT TO LEASE ("Amendment") is made
and entered into as of the 31st day of December, 1999, by and between PRISON
REALTY TRUST, INC. (formerly Prison Realty Corporation), a Maryland corporation
("Landlord") and CORRECTIONS CORPORATION OF AMERICA (formerly Correctional
Management Services Corporation), a Tennessee corporation ("Tenant").

                              W I T N E S S E T H:

        WHEREAS, Landlord and Tenant have previously entered into the Master
Agreement to Lease, dated January 1, 1999 (the "Master Agreement"), which sets
forth certain terms and conditions pursuant to which Landlord leases certain
properties to the Tenant; and

        WHEREAS, Landlord and Tenant now desire to amend certain terms and
provisions of the Master Agreement, as more particularly set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and their respective
agreements and undertakings herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:

        1. Section 2.02 of the Master Agreement shall be deleted in its entirety
and the following shall be inserted in lieu thereof:

               2.02 Additional Rent. On each Rent Escalation Date (as defined in
        each Lease), the Tenant shall pay Landlord an amount (the "Additional
        Rent") each year equal to the lesser of (i) four percent (4%) of the
        Total Rent (for the purposes hereof Total Rent is equal to the product
        of (a) the aggregate rental payments due and payable by Tenant to
        Landlord for the month immediately preceding the Rent Escalation Date
        and (b) twelve (12)) or (ii) ten percent (10%) of the excess of the
        Tenant's aggregate gross management revenues for the prior year over the
        Tenant's Base Revenue (for purposes hereof, the Tenant's Base Revenue
        shall be $325,000,000). The Additional Rent shall be payable monthly,
        along with Base Rent, and otherwise in the manner as set forth in
        Section 2.01 above. Tenant shall provide to Landlord, not later than
        thirty (30) days following each Rent Escalation Date, Tenant's
        statement, certified by Tenant's chief financial officer, setting forth
        Tenants' aggregate gross management revenues for each prior year.

        2. Except as specifically modified or amended herein, all terms and
provisions of the Master Agreement shall continue and remain in full force and
effect.

                         [signatures on following page]



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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above:



                                    LANDLORD:


                                    PRISON REALTY TRUST, INC.

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

                                    Its: Chief Executive Officer
                                         ---------------------------------------


                                     TENANT:


                                     CORRECTIONS CORPORATION OF AMERICA

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

                                     Its: Chief Financial Officer and Secretary
                                         ---------------------------------------





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Source: OneCLE Business Contracts.