FORM OF LOCK-UP AGREEMENT

   1


                                                                 Exhibit 10.49


                            FORM OF LOCK-UP AGREEMENT


                                 January 1, 1999



Prison Realty Corporation
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000

         Re:   Shares of Capital Stock to be Issued by Prison Realty Corporation
               in Conjunction with the Merger by and between Corrections
               Corporation of America and CCA Prison Realty Trust

Ladies and Gentlemen:

         The undersigned understands that as a result of the merger (the
"Merger") by and between CCA Prison Realty Trust, a Maryland real estate
investment trust ("Prison Realty"), and Corrections Corporation of America, a
Tennessee corporation ("CCA"), shares of capital stock held by the undersigned
in either Prison Realty or CCA will be exchanged or converted into shares of
capital stock (the "Capital Stock") of Prison Realty Corporation, a Maryland
corporation ("New Prison Realty"). In consideration of the foregoing and in
connection with the Merger, the undersigned, an employee or director of New
Prison Realty, Correctional Management Services Corporation, a Tennessee
corporation, Prison Management Services, Inc., a Tennessee corporation, or
Juvenile and Jail Facility Management Services, Inc., a Tennessee corporation,
hereby agrees that the undersigned will not, without the prior written approval
of the New Prison Realty Board of Directors, offer for sale, sell, transfer,
assign, pledge, hypothecate or otherwise dispose of, directly or indirectly, any
Capital Stock or any security convertible into or exchangeable or exercisable
for Capital Stock which the undersigned may beneficially own (within the meaning
of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended), nor enter
into any agreement regarding the same, for a period of one year from the date of
the Merger. The foregoing agreements shall be binding on the undersigned and the
undersigned's respective heirs, personal representatives, successors and
assigns.

         It is understood that if the Merger is not consummated this agreement
shall terminate.

                                        Sincerely,

                                        Signature:
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                                        Print Name:
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