Exhibit 8.16**SECOND AMENDMENT TO MANAGEMENT AGREEMENT**THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT effective September 1, 2001 amends that certainManagement Agreement dated as of December 1, 1997, between Retama Development Corporation having anoffice at 1 Retama Parkway, Selma, Texas 78154 (“Owner”), Retama Partners, Ltd. having an office at1964 South Alamo, San Antonio, Texas 78204 (“License Holder”), and Retama Entertainment Group,Inc., a Texas Limited Liability Corporation, having an office at 1 Retama Parkway, Selma, Texas78154 (“Operator”).The Management Agreement is hereby amended as follows:     1. The term of the Agreement outlined in Section 2.1 shall be hereby extended to November 1,2010.     2. The last sentence of Section 4.5 shall be deleted and replaced with the following:     “Any such contract shall comply with the provisions of Rev. Proc. 97-13, as amended, modified,or revised.”     3. Section 6.1 shall be deleted and replaced with the following:     “6.1 As consideration for its services hereunder, the Operator shall be entitled to receive amonthly fixed management fee (the “Fixed Management Fee”) in the amount of $15,000, plus, subjectto the limitations set forth in this Section, a variable management fee as described in Section 6.2(the “Variable Management Fee”), which together with the Fixed Management Fee are collectivelyreferred to as the “Management Fees.” The Fixed Management Fee shall be payable in arrears on orbefore the first working day of each month during the term of this Agreement. Beginning January 1,2002, the Fixed Management Fee shall be increased to $20,000 per month. The Variable ManagementFee shall be payable as set forth in Section 6.2. It is the intention of the Owner and theOperator that the Management Fees comply with the terms and provisions of Rev. Proc. 97-13,including any amendments, modifications, or revisions thereto.” Until such time as all bondedindebtedness related to the Racetrack is discharged in full, the Management Fees set forth in thisArticle VI shall not be amended unless Owner first obtains an opinion of national recognized bondcounsel, to the effect that such changes shall not adversely affect the exclusion from gross incomeunder section 103(a) of the Internal Revenue Code of 1986, as amended, of interest on any Bondsissued by the Owner to finance or refinance the Racetrack.”     4. Section 6.2 shall be deleted and replaced with the following:     “6.2 The annual Variable Management Fee shall be in the amount of three-tenths of one percent(.3%) of total Handle of the Racetrack in excess of $100,000,000; provided, however, that theamount payable for the Variable Management Fee for any year shall not exceed the amount of theFixed Management Fee for such year. The Variable Management Fee shall be
 

 
calculated on the Handle for each year ending December 31, beginning with the year ending December31, 2001.     The annual Variable Management Fee shall be payable by January 15 of the following year;provided, however, that such Variable Management Fee shall be accrued and not paid when the Owneris in default on the payment of any interest payable on its Special Facilities Revenue RefundingBonds (Retama Park Racetrack     Project) Series 1999A. Such accrued Variable Management Fee shall be paid as soon as possibleafter any default on payment of such interest has been made or waived.     For the purposes of this Agreement, Handle shall mean the total amount wagered at theRacetrack including wagers on live racing, simulcast racing (including import simulcasting) and anyother forms of wagering approved at the Racetrack during the term of this Agreement.”     5. The first sentence of the second paragraph of Article XX shall be deleted and replacedwith the following:     “The Owner is aware that Call Now, Inc. (“CNI”) is the owner of certain Bonds issued by theOwner and is also an owner of the Operator.”     6. Section 21.17 shall be deleted and replaced with the following:     “Any amendment to this Agreement shall comply with the requirements of Rev. Proc. 97-13, asamended, modified, or revised.”     7. All accrued and unpaid Variable Management Fees as of December 31, 2000 are hereby waived.This Second Amendment to Management Agreement is dated October 30, 2001 but shall be effectiveretroactive to September 1, 2001.All other provisions of the Management Agreement shall remain in full force and effect.SIGNATURE PAGE TO FOLLOW
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the dayand year above written.         OWNER:         **RETAMA DEVELOPMENT CORPORATION**           By:      Name:      Title:           OPERATOR:         **RETAMA ENTERTAINMENT GROUP**           By:      Name:      Title: