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                                                                     EXHIBIT 10B


                                    AGREEMENT

This agreement made and entered into this 12th day of November, 2002, by and
among Scioto Downs, Inc., an Ohio corporation, hereinafter "Scioto Downs,"
Mid-America Racing Association, Inc., an Ohio corporation hereinafter "MARA" and
Heartland Jockey Club, Ltd., an Ohio limited liability company, hereinafter
"Heartland."

                                    RECITALS

Scioto Downs and MARA own permits to conduct harness horse racing at the Scioto
Downs racetrack, 6000 South High Street, Columbus, Ohio. Reference herein to
"Scioto Downs" includes BOTH Scioto Downs and MARA. Heartland owns permits to
conduct thoroughbred race meetings at Beulah Park racetrack in Grove City, Ohio,
Reference herein to "Beulah Park" includes Heartland.

Scioto Downs and Beulah Park desire to enter into this agreement in order to set
forth certain understandings and agreements between them with regard to the 2003
racing season which commences January 1, 2003 and ends December 31, 2003. It is
understood that this does not establish a precedent for the future but does
provide information to help establish a suitable relationship for cooperation in
future years.

         Now, therefore, the parties agree as follows:

         1. There are days during the 2003 racing season as indicated on the
applications for race dates filed by both Scioto Downs and Beulah Park with the
Racing Commission on which both Scioto Downs and Beulah Park will be conducting
live racing. The parties recognize this and agree to it.

         2. Subject to the exception hereinafter set forth and other exceptions
set forth in this agreement, during the 2003 racing season, Scioto Downs, will
not conduct wagering on simulcast programs, which commence prior to 4:00 p.m.
(Columbus time) with the exception of simulcast race programs from California
and Beulah Park will not conduct wagering on simulcast race programs which
commence after 4:00 p.m. (Columbus time) with the exception of simulcast race
programs from California.

         3. Scioto Downs will conduct live racing and wagering on simulcast
programs in the afternoons of Memorial Day, July 4 and Labor Day.

         4. During Little Brown Jug week (September 13 through September 19),
Scioto Downs will be open for wagering on simulcast racing programs.

         5. Scioto Downs will be open for wagering on simulcast racing programs
on Hambletonian Day and Adios Day.


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         6. Mike Weiss and Ed Ryan will meet monthly to review the racing
schedules and, if necessary, make adjustments by mutual agreement to this
agreement.

         7. This agreement shall be binding upon and insure to the benefit of
the parties hereto, their successors and assigns.

         8. This agreement shall be construed in accordance with and governed by
the laws of the State of Ohio.


                                        SCIOTO DOWNS, INC.

                                        By
                                           -------------------------------------



                                        MID-AMERICA RACING ASSOCIATION, INC.

                                        By
                                           -------------------------------------


                                        HEARTLAND JOCKEY CLUB, LTD

                                        By
                                           -------------------------------------


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