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                                                                EXHIBIT 20.03

               AMENDMENT NO. 3 TO AGREEMENT OF PURCHASE AND SALE


        This Amendment made and entered into effective June 28, 1996, by and
between California Jockey Club, a Delaware Corporation, ("Seller") and Airdial
Company, LLC, a California limited liability company, ("Purchaser or Buyer") as
assignee of Lee Iacocca & Associates, Inc., a Michigan Corporation
("Associates") bears the following recitals:

        A.   On or about December 15, 1995, Seller and Associates entered
into an Agreement of Purchase and Sale covering approximately 40 acres located
at the Bay Meadows Race Track in San Mateo, California ("the Subject
Property").

        B.   Said Agreement of Purchase and Sale has previously been
amended by amendments dated respectively March 5, 1996 and May 31, 1996.  Said
agreement, as amended, is referred to herein as the "Purchase Agreement."

        C.   Associates has assigned its rights and obligations under the
Purchase Agreement to Purchaser, and Seller has consented to such assignment.

        D.   The initial members of Purchaser are Lee Iacocca, Allen Paulson, 
William McComas and William Barrett.  

        E.   Capitalized terms shall have the same meaning herein as in the 
Purchase Agreement.

        F.   The parties now desire to further amend the purchase Agreement
as herein after set forth.

        Now therefore the parties hereto agree as follows:

        1.  Section 2.1 is hereby amended in its entirety to read as follows:

        "2.1  Purchase Price:  the total purchase price for the Subject Property
        (the "Purchase Price") shall be $36,615,000.00; provided that the
        Purchase Price shall be increased or decreased, as the case may be, by
        53.33% of the difference between (i) the actual cost of the Off-Site
        Improvements (as hereinafter defined) as set forth on Seller's fixed
        price contracts for such Off-Site Improvements (the "Improvement
        Contracts"); and (ii) $11,000,000.00, subject however to the provisions
        of Sections 2.2.5 and 7.3 below.


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         2.   Section 2.2.3 is hereby amended in its entirety to read as 
follows:

         "2.2.3   Upon satisfaction of Buyer's conditions to closing as set
         forth in Subsection 3.1, Buyer shall within three (3) business days
         delver to Escrow its irrevocable standby letter of credit in favor of
         Seller in the sum of Five Hundred Thousand ($500,000.00) drawn on a
         national bank having offices in San Francisco or San Mateo County,
         California or New York, Chicago or Detroit (the "First Additional
         Deposit").  Within three (3) days after Seller obtains the Entitlements
         Buyer shall deliver to Escrow a second such letter of credit also in
         the sum of Five Hundred Thousand Dollars ($500,000.00) (the "Second
         Additional Deposit").  The instruments representing the Additional
         Deposit and the Second Additional Deposit (collectively, the
         "Additional Deposits") shall provide that they may be drawn upon
         satisfaction or waiver of (i) Buyer's conditions to closing, as set
         forth in Section 3 and (ii) Seller's conditions to closing, as set
         forth in Subsection 4.1 and shall otherwise be in form and content
         subject to Seller's approval, which shall not be unreasonably withheld.
         Concurrent with delivery of the Additional Deposit, Title Company
         shall release from escrow and return to Buyer marked "Cancelled" the
         note constituting the Initial Deposit. The Initial Deposit and the
         Additional Deposits are sometimes hereinafter collectively referred to
         as the Deposit.

         IF THE CONDITIONS SET FORTH IN SECTION 3 HAVE BEEN SATISFIED AND SELLER
         IS NOT IN MATERIAL BREACH HEREUNDER AND BUYER BREACHES THIS AGREEMENT
         BY FAILING TO COMPLETE THE SALE HEREUNDER, THE SUM OF ONE MILLION
         DOLLARS ($1,000,000.00) SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES
         FOR SUCH BREACH, IT BEING AGREED


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         THAT SUCH PAYMENT SHALL BE SELLER'S SOLE REMEDY IN THE EVENT OF SUCH
         DEFAULT AND THAT SUCH ACTUAL DAMAGES THAT WOULD RESULT FROM SUCH A
         BREACH ARE UNCERTAIN AND WOULD BE EXTREMELY DIFFICULT TO FIX AT THIS
         TIME AND WOULD BE DIFFICULT TO PROVE.  THE PARTIES AGREE THAT THEY HAVE
         NEGOTIATED THE AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) AS BEING
         THEIR BEST ESTIMATE AT THE DATE HEREOF OF SELLER'S LOSS IN THE EVENT OF
         A BREACH BY BUYER.  IN ORDER TO ENABLE SELLER TO COLLECT SAID
         LIQUIDATED DAMAGES, THE AFORESAID LETTERS OF CREDIT SHALL BE TURNED
         OVER TO SELLER UPON A BREACH BY BUYER AS DESCRIBED ABOVE. 
         (Buyer's initials)   WB                  (Seller's initials)   KHQ
                            ---------                                 ---------

         3.   Section 2.2.5 is hereby amended in its entirety to read as
follows:

         "2.2.5   Seller, at its option, may assign the Improvement Contracts to
         its purchaser of substantially all of the Stables Property (the
         "Stables Purchaser") and at any time thereafter (provided escrow has
         closed hereunder) delegate to Purchaser Seller's payment obligation to
         the Improvement Contractors with respect to the Subject Property.  In
         such event the Purchase Price, rather than being increased or decreased
         as provided in Section 2.1, shall be adjusted as follows: 

         (i) The percentage of work completed or work completed under the
             Improvement Contracts shall be determined reasonably and in good
             faith by Seller and Purchaser and multiplied by (53.33%) of the
             fixed prices set forth therein (the "Contract Sum"), said produce
             being referred to herein as the "Partial Completion Value";

        (ii) The Purchase Price shall be increased by the amount, if any, by
             which the partial Completion Value exceeds Five Million Eight
             Hundred Sixty-Five Thousand Dollars ($5,865.000.00) or decreased by
             the amount, if any, by which Five Million Eight Hundred Sixty-five
             Thousand Dollars ($5,865,000.00) exceeds the Partial Completion
             Value.  Following such delegation, Subsection 7.3.4 shall no longer
             apply and, except as provided in Section 7.3.7 below, as payments
             are called for under the Improvement Contracts, the Stables
             Purchaser and/or Seller shall pay forty-four (44%) thereof,
             Purchaser shall pay fifty-three and 33/100 percent (53.33%)
             thereof, and Seller shall pay the balance, provided that such
             assignment and delegation shall not relieve Seller



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             of its obligation to Purchaser to construct the Off-Site
             Improvements and Seller shall become secondarily liable to
             Purchaser with respect to such obligation.  Purchaser shall provide
             security for such payment obligation either in the form of an
             irrevocable standby letter of credit or set-aside letter from
             Purchaser's bank and shall otherwise be in form and content subject
             to Seller's approval, which shall not be unreasonably withheld."

         4.   The following sentence is added to Section 2.3.1:

              "Notwithstanding the foregoing, (a) either party may extend the
              close of escrow to a date which is 60 days following commencement
              of construction of the Off-Ramp, by notice to the other party and
              (b) Purchaser may extend close of escrow to a date when Seller has
              completed or caused to be completed all soil compaction and
              surcharging which is required in order for Seller to construct or
              cause to be constructed the Off-Site Improvements which are
              described in Section 7.3 of this Agreement."  Further Purchaser
              shall not be required to close escrow prior to the completion of
              those Off-Site Improvements which the City requires to be
              completed before the issuance of a building permit to Purchaser.


         5.   The term "Approval Date" as used in Section 3.1 and thereafter
in the Agreement is modified to mean the date November 22, 1996.

         6.   Section 3.2.1 is hereby amended as follows:

              a.  Exhibit "4-A" and Exhibit "4-B, each attached hereto and
made a part hereof by this reference, are substituted for Exhibit "4" as
alternative Land Use Programs to which the Entitlements may relate.  Conditions
relating to the Entitlements shall be satisfied if Entitlements conforming to
either of the Programs are obtained. If the Entitlements are not obtained by
December 31, 1997, either party may terminate this Agreement; provided that
Purchaser can avoid such termination by:  (i) agreeing to close escrow on or
before March 31, 1998 and (ii) unless Seller or the Stables Purchaser is
proceeding with the development of the Stables Property, agreeing to be
responsible for constructing and paying for one hundred percent (100%) of the
Off-Site Improvements necessary for the development of the Subject Property.

              b.  The word "Programs" is substituted for the word "Program" in 
line 11.

              c.  Exhibit "5-A," attached hereto and incorporated herein by 
this reference, is hereby substituted for Exhibit "5".


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              d.  For purposes of determining when approval of the Entitlements
and the Tentative Map (as defined in paragraph 14 below) are obtained, the term
"expiration of all appeal periods" relating to approvals shall also include
lapse of the applicable period, provided such period does not exceed ninety (90)
days, for holding a referendum of the Development Agreement without any
referendum having been brought and lapse of the statute of limitations period,
provided such period does not exceed ninety (90) days, for any action
challenging the validity of any of the Entitlements.

         7.   Sections 3.2.2 and 3.2.3 are hereby deleted, and the word
"Adjusted" is deleted wherever it appears in the Purchase Agreement before the
word "Entitlements."

         8.   A new section 3.5 is added to the Purchase Agreement as follows:

         "3.5  Building Permit Conditions.  Once the Entitlements have been
         obtained, other than the normal non-discretionary conditions for
         building imposed by the City of San Mateo (e.g. permit fees and
         submission of construction drawings, etc.) there shall be no other
         restrictions, discretionary approvals, conditions or impositions on the
         ability of Purchaser to obtain building permits for the improvements



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         contemplated by the Land Use Plan to which the Entitlements relate and
         contemplated by Purchaser's tentative subdivision map for the Subject
         Real property.   This condition must either be satisfied or waived by
         Purchaser within one hundred and eighty (180) days after the
         Entitlements have been obtained.

         9.   A new section 3.6 is added to the Purchase Agreement as follows:

         "3.6  Cost of On-Site Improvements.  Purchaser's obligation to purchase
         the Property is subject to the condition that the reasonably
         anticipated cost of Purchaser's costs for infrastructure improvements
         to or for the Subject Real Property contemplated by and related to the
         Land Use Programs to which the Entitlements and the Tentative Map
         relate, including, without limitation, both "hard" and "soft" costs
         (but excluding any interest charges on borrowed funds) for soil
         compaction and "surcharging," streets, utility connections, underground
         utilities and other costs for improvements required in order to sell
         finished lots (as evidenced by an estimate prepared by a mutually
         acceptable civil engineer) and exactions, charges, building permit fees
         and in lieu fees imposed as a condition to approval of subdivision of
         the Subject Real Property, shall not exceed Nine Million Dollars
         ($9,000,000.00)."  This condition must be satisfied or waived by
         Purchaser within the same time period provided for satisfaction or
         waiver of the condition set forth in section 3.5 above.

         10.   A new Section 3.7 is added to the Purchase Agreement as follows:

         "3.7  Termination.  In the event Purchaser's obligations under this
         Agreement are terminated due to the failure of any condition precedent
         described in this Section 3 or otherwise under this Agreement except
         Purchaser's default, Purchaser shall be entitled to return of the
         Deposit."


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         11.   Regarding Section 6.5 of the Purchase Agreement, Purchaser
hereby approves the Bay Meadows Specific Plan dated June 7, 1996, prepared by
Calthorp Associates, Economic & Planning Systems, Brian Kangas Foulk and Kenkay
Associates.

         12.   Section 6.7 of the Purchase Agreement is hereby amended by
adding the words "or covenant" following the word "representation" in the
second line of such section.

         13.   Notwithstanding anything contained in Section 7.1 of the
Purchase Agreement (Section 7.1.4 referring to the map described in Section
4.2), Purchaser shall have the responsibility to obtain such tentative
subdivision map for the subdivision of the Subject Real Property as desired by
Purchaser (the "Tentative Map").  Purchaser shall obtain Seller's approval for
the configuration of the parcels to be created by the Tentative Map and any
material conditions of approval, which approval shall not be unreasonably
withheld.  Seller shall cooperate with Purchaser, at no expense to Seller, in
connection with all applications and submissions for such map or maps, and
shall, upon request of Purchaser, promptly execute and deliver any
applications, documents or submissions required by local subdivision authorities
to be executed by an owner of property in connection with application for a
subdivision by a buyer thereof during the executory period of the Purchase
Agreement.  Purchaser shall process the Tentative Map in parallel with Seller's
processing of the Entitlements such that obtaining approval  of the Tentative
Map will not delay Close of Escrow.  Obtaining the Tentative Map on terms and
conditions acceptable to Purchaser, in its reasonable discretion, by the date on
which Seller obtains the Entitlements, and expiration of all appeals and
challenge periods therefore (provided such period do not exceed ninety (90)
days) without appeal or legal challenge, but in no event later than December 31,
1997, shall be a condition precedent to Purchaser's obligation to purchase the
Property.


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         14.   Section 7.3.2 is hereby amended in its entirety to read as 
follows:

               "Purchaser's share of the cost of Off-Site Improvements, to be
               deposited at Close of Escrow shall be solely to pay the
               percentage of costs charged by third party contractors for design
               and/or construction work relating to the Off-Site Improvements
               pursuant to subsection 2.2.5, including costs of engineering and
               design of the Off-Site Improvements as well as costs of permits,
               fees and other charges and expenses incurred in connection
               therewith and the costs of creating a pathway (including, but not
               limited to, costs of paving, lighting and landscaping) leading
               from Saratoga Drive through the Stables Property to the
               Southwesterly boundary line of the Race Track and the cost of
               constructing a retention basin on the Race Track, such path and
               retention basin being considered Off-Site Improvements for
               purposes of this Agreement.  Purchaser's responsibility with
               respect to the retention basin is to pay $156,000.00 of the first
               $700,000.00 in costs, and if the cost exceeds $700,000.00 to pay
               39.6% of the excess. Unless Purchaser otherwise specifically
               agrees, disbursement upon Close of Escrow shall be subject to (i)
               verification that the work for which the disbursement is made has
               been completed and appropriate mechanic's lien releases have been
               obtained as to payment for work performed which entitles the
               parties performing such work to file mechanic's liens against the
               Subject Property, (ii) prior or concurrent payment by or on
               behalf of Seller or the Stables Purchaser of the balance of any
               specific charge to which a disbursement relates.

         15.   7.3.3 is hereby deleted and Section 7.3.5 is hereby amended by
substituting the words "the second (2nd) anniversary of the date of the grant
of the Entitlements" for the words "two hundred fortieth (240th) calendar day
following the Close of Escrow" and by substituting the words "December 31,
1999" for the words "the first (1st) anniversary of the Close of Escrow."


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          16.   A new Section 7.3.7 is added to the Purchase Agreement as
follows:

          "7.3.7  Purchaser's Construction of Off-Site Improvements.  Provided
          the Improvement Contracts have not previously been assigned to the
          Stables Purchaser, then Seller may elect, by delivery of written
          notice to Purchaser at least thirty (30) days prior to the Close of
          Escrow to delegate construction of the Off-Site Improvements to
          Purchaser, at Purchaser's expense, effective as of the Close of Escrow
          or in the absence of such election by Seller, Purchaser may elect to
          assume the obligation to construct the Off-Site Improvements effective
          as of the Close of Escrow, by delivery of written notice to Seller on
          or before the Close of Escrow, in either event subject to the approval
          of the Stables Purchaser. Notwithstanding the foregoing Purchaser may
          not elect to assume the obligation to construct the off-Site
          Improvements unless at such time the managers of Purchaser are either
          William Barrett or a corporation controlled by him, as the sole
          manager, or William Barrett and William McComas or a corporation
          controlled by them. In the event of such delegation by Seller or
          assumption by Purchaser the Purchase Price, rather than being
          increased or decreased as provided in Section 2.1, shall be adjusted
          as provided in Section 2.2.5.  Thereafter, as payments are called for
          under the Improvement Contracts, Seller and the Stables Purchaser
          shall pay forty-four percent (44%) thereof, Seller shall pay two and
          sixty-seven percent (2.67%) and Purchaser shall pay the balance.
          Seller and the Stables Purchaser shall make their payments within
          fifteen (15) days of invoice from Purchaser accompanied by supporting
          documentation that such costs have been incurred.  As security for its
          obligations under this Section 7.3.7, Seller, at its election, shall
          do one of the following:


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                 (1)  deposit with an independent third party reasonably
                      acceptable to Purchaser an amount equal to 46.67% of the
                      unpaid balance of the Improvement Contracts (the "Unfunded
                      Balance");

                 (2)  deliver to Purchaser an irrevocable standby letter of
                      credit or set-aside letter from Seller's bank in the
                      amount of the Unfunded Balance;

                 (3)  deliver to Purchaser a deed of trust against real
                      property owned by Seller with an equity, as reasonably
                      determined by Purchaser, not less than 125% of the
                      Unfunded Balance.

         17.   The following sentence shall be added to Section 7.4:
"Purchaser shall cooperate with Seller in connection with Seller's plan to move
dirt back and forth between the Stables Property and the Subject Property for
the purpose of surcharging areas which are to be the subject of Off-Site
Improvements."

         18.   A new Section 7.5 shall be added to the Purchase Agreement as
follows:

               7.5.   Surcharge   Purchaser acknowledges that it will be
               economically advantageous to Seller to surcharge the Subject
               Property whether or not escrow closes hereunder. Accordingly,
               prior to the Close of Escrow, Seller may elect to surcharge the
               Subject Property and in the event escrow does in fact close,
               Purchaser shall reimburse Seller for its out of pocket costs in
               accomplishing the surcharge, as an addition to the Purchase
               Price. Purchaser shall have no obligation to reimburse Seller for
               such costs if escrow does not close as the result of the
               termination of this Agreement.  The surcharge shall be
               accomplished in a manner consistent with the Entitlements, but at
               Seller's election may be done before or after the Entitlements
               are obtained.


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         Alternatively, Seller may delegate to Purchaser the responsibility to
accomplish the surcharging, in which event Seller shall lend Purchaser one
hundred percent (100%) of the estimated  cost thereof, subject to the
following:

               7.5.1   The loan shall be evidenced by Purchaser's
               non-recourse promissory note bearing interest at two percent (2%)
               above Bank of America's prime rate and shall be due on Close of
               Escrow.  In the event escrow fails to close due to termination of
               this Agreement, then the promissory note shall be cancelled in
               exchange for a release from Purchaser relinquishing any claim to
               the surcharge.

               7.5.2   The loan shall be secured by a deed of trust and such
               other security instrument as Seller shall reasonably request
               pledging all of Purchaser's right, title and interest in the
               Surcharge materials and all plans, specifications, contractors
               warranties and other intangible rights therein; provided,
               however, that Purchaser makes no representation or warranty as to
               the nature or extent of Purchaser's title to such items prior to
               Close of Escrow;

               7.5.3   The contractor shall be reasonably approved by Seller
               and shall post a lien-free and performance bond in form and
               content reasonably approved by Seller and  Purchaser shall make
               timely payments to the contractor so as to avoid the filing of
               mechanics liens against the Subject Property;

               7.5.4   The loan proceeds shall be disbursed pursuant to a
               format generally followed by institutional construction lenders
               so as to insure that the proceeds are in fact utilized to defray
               the costs of construction;

               7.5.5   Purchaser's work shall not unreasonably interfere
               with the development of the Stables Property or construction of
               the Off-Site Improvements;

               7.5.6   Seller shall be given prior written notice of the
               commencement of work so that it can post applicable notices of
               non- responsibility."


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         19.   Seller acknowledges Purchaser's intention to enter into
contracts or arrangements with prospective purchasers of portions of the
Subject Real Property which would be created upon its subdivision and confirms
that such contracts or arrangements shall not be deemed to be violations of
Section 9 of the Purchase Agreement; provided, however, that Purchaser and
Seller acknowledge that in connection with this Agreement Seller shall not be
required to deal with any parties other than Purchaser and its members nor
shall Seller be obligated to convey the Subject Real Property other than in a
single conveyance to Purchaser or its permitted assignee.

         20.   Purchaser agrees to modify the Purchase Agreement as necessary
to enable Seller to comply with the requirements of the Internal Revenue Code
pertaining to real estate investment trusts, provided that any such
modification shall not have a material adverse effects on Purchaser's rights
and duties hereunder.

         21.   Purchaser warrants and represents that the managers of
Purchaser are either William Barrett, or a corporation controlled by him, as
the sole manager or William Barrett and William McComas or a corporation
controlled by them.  Until Close of Escrow any change in the manager shall be
subject to Seller's prior approval.

         22.   Subject to the foregoing amendments, the Purchase Agreement
remains in full force and effect.

         23.   This Amendment may be executed in counterpart, consistent with
Section 14.10 of the Purchase Agreement.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


SELLER:

CALIFORNIA JOCKEY CLUB, a
Delaware Corporation


By: /s/ Kjell H. Qvale
    _____________________________



PURCHASER:

AIRDIAL COMPANY, LLC
a California limited liability company


By: /s/ W.E. Barrett
    ______________________________



ASSOCIATES:

LEE IACOCCA & ASSOCIATES, INC. a
Michigan Corporation


By: ______________________________


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