Exhibit 10.4**EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of March 31, 2004 betweenRETAMA ENTERTAINMENT GROUP, INC., a Texas corporation (the “Corporation”), and BRYAN P. BROWN, anindividual (the “Executive”).     1. Employment. The Corporation and Executive hereby confirm the continuation of theemployment of Executive on the terms and conditions set forth herein.          1.1 Executive covenants to perform in good faith his employment duties as outlined herein,devoting his full productive time, energies and abilities to the proper and efficient management ofthe business of the Corporation, and for its exclusive benefit.          1.2 Executive shall not, without the prior written consent of the Corporation, directly orindirectly, during the term of his employment by the Corporation and for two (2) years followingtermination of Executive’s employment by the Company: (i) render services of business,professional or commercial nature to any other person or entity, whether for compensation orotherwise, similar or relating to the business of the Corporation, or (ii) engage in any activitycompetitive with or adverse to the Corporation’s business or welfare, whether alone, as a partneror member, or as an officer, director, employee or 5% or greater shareholder of a corporation. TheCorporation hereby consents to Executive’s investment in Austin Jockey Club (“AJC”), but Executiveshall use his reasonable best efforts to dispose of this investment when any form of ElectronicGaming Machines (“EGM”) are authorized for operation at racetracks or other licensed premises inthe State of Texas, including Indian gaming venues. In the event that Executive does not sell hisentire interest in AJC upon the authorization of EGM’s, Executive agrees that he will notsignificantly participate in the development and day-to-day
 

 
operations of AJC while receiving compensation defined in any part of Section 4 below, unless theCorporation is contracted for management services by AJC.     2. Term of Employment. Subject to the provisions set forth herein, the term ofExecutive’s employment hereunder shall continue for one (1) year and thereafter for successiveterms of one (1) year each unless at the option of either party upon at least thirty days’ priorwritten notice such employment is terminated at the end of the then current term.     3. Duties. Executive shall be employed as Chief Executive Officer of the Corporation.Executive shall report to the Board of Directors of the Corporation and shall be subject to suchreasonable rules and policies established by the Board for all executives of the Corporation. Byexecution hereof, Executive also executes the Employee Confidentiality Agreement in the formannexed hereto and made a part hereof.     4. Compensation. For all services he may render to the Corporation during the term ofthis Agreement, including services as officer, director or member of any committee of the Board ofDirectors, Executive shall receive the following compensation:          4.1 Executive shall receive a salary at the rate of $200,000 per year, along with such bonusesand increases approved by the Board of Directors          4.2 When EGM’s begin commercial operation at Retama Park Racetrack, Retama Park licensedpremises or other premises managed by the Corporation, Executive shall receive bonus compensationof a one-time payment of $100,000.          4.3 When EGM’s begin commercial operation at Retama Park Racetrack or Retama Park licensedpremises, for annual Net Win amounts up to $120,000,000, Executive shall receive a monthly bonus of1/2% of monthly Net Win generated at the premises. Additionally, for annual Net Win in excess of$120,000,000, Executive shall receive a monthly
 

 
bonus of 1/4% of monthly Net Win. Net Win shall mean the amount of money placed by players intoan EGM less money paid out to winning players. Net Win, which may also be referred to as NetMachine Income or similar term by the Texas Lottery Commission, shall be derived by reports issueby the Texas Lottery Commission.          4.4 Such bonus compensation, as defined in Section 4.3, shall be paid to Executive for up toten (10) years from the time of termination, notwithstanding termination of Executive as anemployee of the Corporation for any reason other than action of the Board of Directors as definedin Section 8(ii) or Cause as defined in Section 8(iii). If Executive is terminated as a result ofan action of the Board of Directors as defined in Section 8(ii) and the Executive fails to takereasonable efforts to cure the defaults, for each year Executive has been employed by theCorporation, Executive shall be paid for two (2) years, until Executive has accumulated a total often (10) years. The first two years shall be earned on the day that EGM’s begin commercialoperation at Retama Park Racetrack or Retama Park licensed premises, and each additional two yearswill be earned on the anniversaries of initial EGM commercial operation.          4.5 Executive and the Board of Directors of the Corporation acknowledge that compensation dueExecutive as defined in Section 4.3 herein, is contingent upon the establishment of EGM at RetamaPark and Executive’s active participation in such establishment and operation of EGM at RetamaPark.     5. Benefits. During the term of this Agreement, Executive shall be entitled to thebenefits established for management of the Corporation from time-to-time.     6. Disability or Death.
 

 
          6.1 If, during the Employment Period, the Executive shall die, the Corporation shall pay tosuch person or persons as Executive shall from time to time designate in writing as the beneficiaryof such payment, or, in the absence of such designation, to Executive’s estate, (“Beneficiary”)the amount due under Section 4.3 for a period of three (3) years.          6.2 In the event Executive’s employment hereunder shall terminate because Executive hasincurred a “Disability”, as hereinafter defined, then there shall be paid to Executive the amountdue under Section 4.3 for a period of five (5) years. Such payments shall commence on the firstday of month next following such termination of employment. In the event Executive shall suffer anevent which might reasonably be considered a Disability, either the Corporation or the Executive(or the Executive’s legal representative) shall have the right to give to the other party writtennotice of such termination on 15 days notice. In the event the parties shall in good faith disagreeon whether Executive is suffering a Disability, final determination shall be made by a doctorreasonable acceptable to both parties. “Disability” shall mean the inability of Executive, for acontinuous period of more than twelve (12) months, to perform substantially all of his regularduties and carry out substantially all of his responsibilities hereunder because of physical ormental incapacity. The Corporation shall have the right to have Executive examined by a competentdoctor for purposes of determining his physical or mental incapacity.          6.3 The obligations of the Corporation under Section 6.2 may be satisfied, in whole or inpart, by payments to the Executive under disability insurance provided by the Company, and underlaws providing disability benefits for employees.     7. Change of Control.
 

 
          7.1 In the event of Executive’s termination upon a Change of Control, Executive shall receiveat closing, one lump sum payment equal to the payment made in accordance with Section 4.3 in themonth immediately preceding the Change of Control multiplied by seventy-six (76). Payment toExecutive upon Change of Control pursuant to this Section 7.1 will cause any other payments orbonuses contemplated in this Agreement to immediately cease.          7.2 A termination upon a Change of Control shall be deemed to occur for purposes of thisAgreement in the event of a Change of Control (as defined below) upon which or within thirteen (13)months following the consummation of which: Executive does not continue to render services as ChiefExecutive Officer of the Corporation (or any successor or surviving corporation). For purposes ofthis Agreement, a Change of Control means:          (i) Any sale, merger, consolidation, tender offer or similar acquisition of shares, or othertransaction or series of related transactions (each a “Transaction”) as a result of which at leasta majority of the voting power of the Corporation is not held, directly or indirectly, by thepersons or entities who held the Corporation’s securities with voting power before suchTransaction. This is provided, however, that any person who acquired voting securities of theCorporation in contemplation of the Transaction and who immediately after such Transactionpossesses direct or indirect ownership of at least ten percent (10%) of the securities of theCorporation or the surviving entity (or if the Corporation or the surviving entity is a controlledaffiliate of another entity, then of such controlling entity) shall not be included in the group ofthose persons or entities who held the Corporation’s securities with voting power before suchTransaction;
 

 
          (ii) A sale or other disposition of all or a substantial part of the Corporation’s assets,whether in one transaction or a series of related transactions; or          (iii) Individuals who on the date hereof constitute the Board and any new director (other thana director designated by a person or entity who has entered into an agreement to effect atransaction described in clause (i) or (ii) above) whose nomination and/or election to the Boardwas approved by a vote of at least a majority of the directors then still in office who either weredirectors on the date hereof or whose election or nomination for election was previously soapproved, cease for any reason to constitute a majority of the Board.     8. Termination. The employment of Executive may be terminated at any time by:          (i) Mutual agreement; or          (ii) Action of the Board of Directors on 60 days written notice, in the event that the Boarddetermines that Executive has not been using reasonable efforts in the performance of his dutiesherein, provided, however, that such termination shall not be effective if within the 30 daysfollowing receipt of such notice Executive takes reasonable efforts to cure such default. Anydispute concerning the validity of such termination shall be resolved by binding arbitration in theState of Texas; or          (iii) The employment of Executive hereunder may be terminated by action of the Board ofDirectors for Cause (as defined herein), effective immediately upon the day written notice oftermination for Cause is mailed or hand-delivered to Executive. For purposes of this Agreement“Cause” means any of the following conduct by Executive: (i) embezzlement, misappropriation ofcorporate funds, or other material acts of dishonesty; or (ii) commission or conviction of anyfelony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolocontendere to any felony or misdemeanor.
 

 
     9. Indemnification. The Corporation shall indemnify Executive against expenses(including attorneys’ fees and costs of investigation), judgments, fines and amounts paid insettlement actually and reasonably incurred by Executive in connection with any threatened, pendingor completed action, suit or proceeding, whether civil, criminal, derivative, investigative oradministrative by reason of the fact that he is or was a director, officer, employee, or agent ofthe Corporation or an affiliate of the Corporation or a participant in another corporation,partnership or other enterprise at the request of the Corporation if he acted in good faith and ina manner reasonably believed to be in or not opposed to the best interest of the Corporation orsuch other entity, and with respect to any criminal action or proceeding, had no reasonable causeto believe that his conduct was unlawful. The Corporation shall pay the foregoing expenses asincurred and Executive shall repay any such amounts upon the final determination that he was notentitled to such indemnification, such determination to be by a court of competent jurisdiction.Executive shall undertake any activities involving legislation on behalf of the Corporation incompliance with all legal requirements governing such activities.     10. Non-Raiding. Executive agrees that during his employment by the Corporation anduntil the greater of (i) two years after the termination of Executive’s employment by theCorporation for any reason, or (ii) such period of time as Executive is receiving bonus paymentspursuant to Section 4.3 hereof, he will not, directly or indirectly, without the prior writtenconsent of the Corporation, induce or influence, or seek to induce or influence, any person who isengaged by the Corporation or any affiliate of the Corporation as an employee, agent, independentcontractor or otherwise, or any entity which is doing business with the Corporation in any capacityto terminate or modify such employment or engagement, or such business relationship with theCorporation nor shall Executive directly or indirectly, through any other
 

 
person, firm or corporation, employ or engage, or solicit for employment or engagement, oradvise or recommend to any other person or entity that such person or entity employ or engage orsolicit for employment or engagement, any person or entity employed or engaged by or doing businesswith the Corporation or any affiliate of the Corporation.     11. Miscellaneous.          11.1 The failure of either party to enforce any provision of this Agreement shall not beconstrued as a waiver of any such provision, nor prevent such party thereafter from enforcing suchprovision or any other provision of this Agreement. The rights granted both parties herein arecumulative and the election of one shall not constitute a waiver of such party’s right to assertall other legal remedies available under the circumstances.          11.2 Any notice to be given to the Corporation under the terms of this Agreement shall beaddressed to the Corporation, at the address of its principal place of business, and any notice tobe given to Executive shall be addressed to him at his home address last shown on the records ofthe Corporation, or such other address as either party may hereafter designate in writing to theother. Any notice shall be deemed duly given when mailed by registered or certified mail, postageprepaid, as provided herein.          11.3 The provisions of the Agreement are severable, and if any provision of this Agreementshall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of theprovisions, or enforceable parts thereof, shall not be affected thereby.          11.4 The rights and obligations of the Corporation under this Agreement shall inure to thebenefit of and be binding upon the successors and assignees of the Corporation.          11.5 This Agreement supersedes all prior agreements and understandings between the partieshereto, oral or written, and may not be modified or terminated orally. No
 

 
modification, termination or attempted waiver shall be valid unless in writing, signed by the partyagainst whom such modification, termination or waiver is sought to be enforced.     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first abovewritten.     RETAMA ENTERTAINMENT GROUP, INC            Signature   BRYAN P. BROWN      Print          Title