Business Development Agreement

BUSINESS DEVELOPMENT AGREEMENT


This BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is entered into on this 4th day of May, 1999, by and between PRISON REALTY CORPORATION, a Maryland corporation (the "Company"), and CORRECTIONAL MANAGEMENT SERVICES CORPORATION, a Tennessee corporation ("Operating Company").


WITNESSETH:


WHEREAS, the Company, the owner of various correctional and detention facilities which are leased to certain government entities and to certain private prison management companies, including Operating Company, desires to construct additional correctional and detention facilities (the "New Facilities") for lease to its current, and potentially future, tenants and to construct additions to certain correctional and detention facilities it currently owns (the "Additions");


WHEREAS, the Company wishes to engage Operating Company to perform certain services, on an as-needed basis, designed to assist the Company in identifying and contracting for new business, specifically including: (i) marketing and other business development services designed to increase awareness of the Company and the services it offers to government entities; (ii) identifying potential facility sites and pursuing all applicable zoning approvals related thereto; (iii) identifying potential tenants for the Company's facilities; (iv) negotiating certain agreements related to the acquisition of new facility management contracts for the Company's tenants; and (v) such other services as may be requested by the Company from time to time (collectively, the "Business Development Services"), and to reimburse Operating Company for certain expenses incurred by Operating Company in providing the Business Development Services, specifically including expenses related to the retention of lobbying firms, consulting firms and other third-party entities providing government and community relations services to Operating Company;


WHEREAS, Operating Company wishes to provide the Business Development Services to the Company.


NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements of the parties herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Services; Consideration.


(a) Services. Operating Company agrees to provide the Business
Development Services to the Company, at such times as, and to the
extent that, the Company may request such services. Operating Company
shall make such expenditures, and take such other actions, as the
Company may deem n ...