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                                                                   EXHIBIT 10.70


                              AMENDMENT NUMBER ONE
                                       TO
                   EMPLOYMENT AGREEMENT WITH DOCTOR R. CRANTS

         This AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT WITH DOCTOR R. CRANTS
(the "Amendment") is entered into on this 29th day of June, 2000, by and between
PRISON REALTY TRUST, INC. (formerly, Prison Realty Corporation), a Maryland
corporation (the "Company"), and Doctor R. Crants, Jr. ("Crants"). All
capitalized terms used herein but otherwise not defined shall have the meaning
as set forth in the Employment Agreement, as hereinafter defined.

                                   WITNESSETH:

         WHEREAS, the Company and Crants are parties to that certain Employment
Agreement with Doctor R. Crants, dated January 1, 1999 and attached hereto as
Exhibit A (the "Employment Agreement"); and

         WHEREAS, the Company and Crants now desire to amend certain terms and
provisions of the Employment Agreement pursuant to the terms hereof.

         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. Section 7 of the Employment Agreement shall be amended by deleting
subsections (ii) and (iii) thereof, whereby following the amendment Section 7
shall read in its entirety as follows:

            7. Termination by Company Without Just Cause. Crants' employment
            under this Agreement may be terminated by the Company at any time
            without just cause provided the Company shall pay Crants on a
            monthly basis for a total period of three (3) years from the date of
            termination, the amount due to Crants as his compensation, based
            upon the annual rate payable as of the date of termination, without
            any cost of living adjustments, subject to the following:

            (i) Crants shall continue to be covered, for the three year period,
            under health, life and disability insurance plans of the Company as
            may be set forth in Section 4.3.2. herein. Crants' benefits shall be
            reduced, however, by any such coverage that Crants receives incident
            to any employment during said three year period; and

            (ii) The payments will cease upon death of Crants regardless of term
            remaining.

         2. Authorization. Each party to the Amendment hereby represents and
warrants that the execution, delivery, and performance of the Amendment are
within the powers of each party and have been duly authorized by the party, the
execution and performance of this Amendment by each party have been duly
authorized by all applicable laws and regulations, and this Amendment
constitutes the valid and enforceable obligation of each party in accordance
with its terms.


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         3. Effect of Amendment. Except as modified or amended herein, all terms
and provisions of the Employment Agreement shall continue and remain in full
force and effect.

         4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one agreement.

         5. Headings. Section headings are for convenience or reference only and
shall not be used to construe the meaning of any provision in this Amendment.

         6. Governing Law. This Amendment shall be governed and interpreted
under the laws of the State of Tennessee.

         7. Severability. Should any part of this Amendment be invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
and enforceability of the remaining portion.

         8. Successors. This Amendment shall be binding upon and inure to the
benefit of the respective parties and their permitted assigns and successors in
interest.

         9. Waivers. No waiver of any breach of any of the terms or conditions
of this Amendment shall be held to be a waiver of any other or subsequent
breach; nor shall any waiver be valid or binding unless the same shall be in
writing and signed by the party alleged to have granted the waiver.

         10. Entire Agreement. Subject to Section 3 above, this Amendment
constitutes the entire agreement of the parties hereto and supersedes all prior
agreements and presentations with respect to the subject matter hereof.




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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

                                    PRISON REALTY TRUST, INC.,
                                    A MARYLAND CORPORATION



                                    By:  /s/ Thomas W. Beasley
                                         ---------------------------------------
                                    Its:  Chairman of the Board of Directors
                                          --------------------------------------



                                    DOCTOR R. CRANTS


                                    /s/ Doctor R. Crants
                                    ------------------------------------


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                                   EXHIBIT A



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