Am. No.1 To Business Development Agreement

AMENDMENT NUMBER ONE
TO
BUSINESS DEVELOPMENT AGREEMENT


This AMENDMENT NUMBER ONE TO BUSINESS DEVELOPMENT AGREEMENT (the "Amendment") is entered into on this 9th day of June, 2000, by and between PRISON REALTY TRUST, INC. (formerly, Prison Realty Corporation), a Maryland corporation (the "Company"), and CORRECTIONS CORPORATION OF AMERICA (formerly Correctional Management Services Corporation), a Tennessee corporation ("CCA"). For purposes of this Amendment, any reference in this Amendment or any reference in the Business Development Agreement (as defined) to "Operating Company" shall be deemed to be a reference to CCA.


WITNESSETH:


WHEREAS, the Company and CCA are parties to that certain Business Development Agreement, dated as of May 4, 1999 (the "Business Development Agreement"), pursuant to which the Company agreed to make certain payments to CCA;


WHEREAS, the purpose of the Business Development Agreement was to engage CCA to perform certain services, on an as-needed basis, designed to assist the Company in identifying new business, specifically including research regarding the corrections and detention industry, marketing and other business development services designed to increase awareness of the Company and the services it offers to government entities, identifying potential facility sites and potential tenants, negotiating certain agreements related to the acquisition of new facility management contracts for the Company's tenants, as well as the development and construction of additional correctional and detention facilities and additions to the Company's existing correctional and detention facilities, and such other services as may have been requested by the Company; and


WHEREAS, the Company and CCA now desire to amend certain terms and provisions of the Business Development Agreement.


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


1. Effective January 1, 2000, and subject to the terms and provisions and the satisfaction of the conditions set forth hereinafter, Section 1 of the Business Development Agreement shall be amended by the addition of a new subsection (c) to Section 1, reading as follows:


(c) The Company shall make no payment, whether in cash or
other consideration, to Operating Company in satisfaction of its
obligations under this Agreement prior to the termination of this
Agreement at the time of the consummation of the Management OPCO Merger
(the "Payment Date"), provided, that, with respect to any such payments
that would otherwise be due to Operating Company in respect of this
Agreement on or prior to the Payment Date, interest shall accrue on all
such amounts ...