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                                                                    EXHIBIT 8.14

                       AGREEMENT FOR CONSTRUCTION SERVICES

                 BETWEEN RETAMA DEVELOPMENT CORPORATION AS OWNER

               AND CALL NOW, INC. AS CONTRACTOR AND WILLIAM ALLEN,

                    INDIVIDUALLY, AS THIRD PARTY BENEFICIARY

                                  ("AGREEMENT")




1.0      PURPOSE

         The purpose of this Agreement is to set forth the terms and conditions
         under which Contractor will effect certain repairs to the larger
         infield lake ("Lake") at the Retama Park Race Track in Selma, Bexar
         County, Texas ("Racetrack"). The Owner represents that it is the Owner
         of the Racetrack and Lake.

2.0      CONTRACT DOCUMENTS

         All work to be performed by Contractor shall be in full compliance with
         the requirements set forth in the contract documents. In case of any
         inconsistency between this Agreement and any other contract documents,
         this Agreement shall control. The contract documents, in order of
         preference, consist of the following which are attached hereto or
         incorporated herein by reference:

         2.1      Agreement for Construction Services.

         2.2      Thompson Proposal.

         2.3      Thompson Plan.

         2.4      Lien Waivers.

         2.5      Change Order.

         2.6      Certificate of Insurance.

         2.7      Performance and Payment Bond.

3.0      SCHEDULE

         3.1      Thompson Proposal.

                  Contractor shall enter into a subcontract with Thompson
                  Engineering, or such other engineering firm that the
                  Contractor may propose and that may be approved by the Owner,
                  for the purpose of developing a detailed proposal on whether
                  there is a


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                  reasonable and practical method for repair of the Lake so the
                  Lake will retain water at a generally fixed level for an
                  indefinite period, and if so, provide a detailed outline of
                  the method of repair. This proposal may herein be referred to
                  as the Thompson Proposal.

         3.2      The Contractor shall use its reasonable efforts to obtain the
                  Thompson Proposal on or before April 30, 1999 (the "Proposal
                  Delivery Date").

         3.3      The Owner shall have 15 days following the Proposal Delivery
                  Date to approve or disapprove the Thompson Proposal. If the
                  Thompson Proposal is approved, the Contractor shall proceed in
                  accordance with Section 3.6 below. If the Thompson Proposal is
                  disapproved, the Owner will advise the Contractor specifically
                  of the specified deficiencies of the Thompson Proposal and
                  allow the Contractor a period of no less than 15 days to make
                  revisions to the Thompson Proposal and resubmit the Thompson
                  Proposal to the Owner. Upon resubmission, the Owner will have
                  15 days to once again either approve or disapprove the
                  Thompson Proposal as revised. If the Thompson Proposal is
                  approved as revised, the Contractor will proceed in accordance
                  with Section 3.6 below. If the Thompson Proposal is
                  disapproved, this Agreement shall terminate and neither party
                  shall have any further liability, one to the other, hereunder.
                  In that event, all claims, rights, and causes of action
                  between the parties shall be preserved to the extent they
                  existed on the date of this Agreement.

         3.4      The Owner and the Contractor specifically acknowledge to each
                  other that this Agreement provides only for the Work specified
                  in the Thompson Plans. Owner and Contractor have negotiated
                  this Agreement in settlement of disputed matters and recognize
                  and acknowledge for the purposes of this Agreement that
                  Contractor has made no guaranties within the scope of the
                  negotiated Work that the Lake will retain water to any
                  specified level for any period of time.

         3.5      For the purposes of this Agreement, hereinafter the term
                  Thompson Proposal shall mean the Thompson Proposal as approved
                  by the Owner.

         3.6      Within 60 days following approval of the Thompson Proposal by
                  the Owner, the Contractor shall obtain the plans and
                  specifications drawn in accordance with and to implement the
                  Thompson Proposal (the "Thompson Plans").

         3.7      Upon delivery of the Thompson Plans to Contractor, Contractor
                  shall have ten days to discuss the Plans with Thompson
                  Engineering, seek modifications as it deems appropriate, and
                  either approve or disapprove final Thompson Plans. If
                  Contractor disapproves the Thompson Plans, this Agreement
                  shall terminate and neither party shall have any further
                  liability, one to the other, hereunder. In that event, all
                  claims, rights, and causes of action between the parties shall
                  be preserved to the extent they existed on the date of this
                  Agreement. If the Thompson Plans are approved by Contractor,
                  Contractor shall delivery the Plans to Owner.

         3.8      Upon receipt of the Thompson Plans (Plans Delivery Date),
                  Owner shall have 30 days to approve or disapprove the Thompson
                  Plans. If the Thompson Plans are approved, the Contractor
                  shall proceed in accordance with Section 3.9 below. If the
                  Thompson Plans are disapproved, the Owner will advise the
                  Contractor specifically


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                  of the deficiencies of the Thompson Plans and allow the
                  Contractor a period of no less than 20 days to make revisions
                  to the Thompson Plans and resubmit the Thompson Plans to the
                  Owner. Upon resubmission, the Owner will have 15 days to once
                  again either approve or disapprove the Thompson Plans as
                  revised. If the Thompson Plans are approved as revised, the
                  Contractor shall have 10 days to approve the Thompson Plans.
                  If the Contractor approves the Thompson Plans, the Contractor
                  will proceed in accordance with Section 3.9 below. If the
                  Thompson Plans are disapproved by either party, this Agreement
                  shall terminate and neither party shall have any further
                  liability, one to the other, hereunder. In that event, all
                  claims, rights, and causes of action between the parties shall
                  be preserved to the extent they existed on the date of this
                  Agreement.

         3.9      For the purposes of this Agreement, hereinafter the term
                  Thompson Plans shall mean the Thompson Plans as approved by
                  the Owner.

         3.10     Within 30 days following approval of the Thompson Plans by the
                  Owner, the Contractor shall enter into a subcontract with
                  Thompson Engineering, or another engineering firm proposed by
                  Contractor and approved by the Owner, to construct the repairs
                  to the Lake in accordance with the Thompson Plans and the
                  other terms and provisions of this Agreement ("Work").

         3.11     The Owner and the Contractor acknowledge that the Work cannot
                  be commenced until the end of the live racing season, on or
                  about October 24, 1999. The Owner shall provide notice to the
                  Contractor of the last live racing date in the 1999 season and
                  the Contractor shall use its reasonable efforts to commence
                  Work within 45 days following such last live racing date
                  ("Work Commencement Date"). Subject to force majeure, the
                  provisions of this Agreement, and any extensions approved by
                  the Owner pursuant to a change order, the Contractor agrees
                  that it shall cause the Work to be substantially completed on
                  or before the estimated time for completion as set forth in
                  the Thompson Plans ("Estimated Date of Substantial
                  Completion"). The Contractor shall use its reasonable efforts
                  to complete dirt hauling to the Lake on or before January 15,
                  2000.

4.0      CONTRACTOR'S RESPONSIBILITIES

         4.1      In accordance with the Schedule set forth in Section 3.0, and
                  in accordance within Section 2.0, and the terms and provisions
                  of this Agreement, the Contractor, through its subcontractor,
                  shall perform the Work, and provide all inspections, labor,
                  materials and equipment necessary to complete the Work in
                  accordance with the Schedule set forth in Section 3.0.

         4.2      Contractor represents that it fully understands the Work
                  required and, except as otherwise provided in this Agreement,
                  the local conditions that may affect its performance.
                  Contractor shall use its reasonable efforts to ensure diligent
                  performance and coordination of the design and construction to
                  be furnished under this Agreement. The Contractor shall
                  inspect the site of the Work and fully acquaint itself with
                  the existing surface and (to the extent practical) subsurface
                  conditions and shall fully inform itself of the nature and
                  character of the Work. Contractor shall not be entitled to
                  additional time or money for conditions which the Contractor
                  could have reasonably discovered through its previous site
                  inspection hereunder. Owner

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                  acknowledges that the Contractor does not guarantee that the
                  repairs evidenced by the Thompson Proposal and the Thompson
                  Plans will in fact have the results desired by the Owner. The
                  Owner, for itself, shall provide to the Contractor, within ten
                  (10) days after the execution of this Contract, all documents
                  or other material, in whatever form or format that may exist,
                  in Owner's possession, related to or revealing any surface or
                  subsurface conditions related to the Lake or the subsurface
                  under the Lake. Owner will use its reasonable efforts to
                  acquire for Contractor any other information as Contractor may
                  designate from sources under Owner's control.

         4.3      Contractor shall be and remain liable to Owner for all damages
                  caused by the negligence of Contractor, its employees, agents,
                  representatives, assigns or subcontractors under this
                  Agreement. Owner's review, approval or acceptance of or
                  payment for any of the services provided under this Agreement
                  shall not constitute a waiver of any rights provided under
                  this Agreement or otherwise provided by law.

         4.4      Contractor shall promptly and in logical sequence prepare,
                  review, approve and submit to Owner the Thompson Proposal, and
                  the Thompson Plans in accordance with the Schedule. The
                  Thompson Plan and Proposal shall be sent to: Retama
                  Development Corporation, c/o Retama Entertainment Group, P.O.
                  Box 47535, San Antonio, Texas 78265-7535 with copies sent to
                  each of Owner's board members and Owner's counsel, at
                  addresses to be provided by Owner. All documents shall be in
                  English or appropriate translated.

         4.5      Unless otherwise provided by specific reference in the
                  Contract Documents, Contractor will provide and maintain a
                  record set of releases, permits and other authorizations
                  necessary for the execution and completion of the Work.

         4.6      Contractor shall give all notices and comply with all laws,
                  ordinances, rules, regulations and lawful orders of any public
                  authority bearing on the performance of the Work and shall
                  coordinate its Work with the work of others on-site (provided
                  however, any future laws enacted that would delay or prohibit
                  the Work or any aspect thereof may be considered force
                  majeure). Owner shall advise of specific racing commission and
                  municipal codes known to them during design phase. The Owner
                  shall use its reasonable efforts to assure that no other
                  construction or work is ongoing in the area of the Lake (other
                  than routine landscape maintenance) that would interfere in
                  any way with the Work. However, Contractor recognizes and
                  acknowledges that Owner conducts an equestrian training center
                  on its premises that requires access to and use of the track
                  facilities. Contractor will coordinate all work at the
                  facility with Owner to ensure minimal interruption of track
                  use and training center operations. The Contractor will repair
                  any damage to the track caused by Contractor or its
                  subcontractor(s).

         4.7      Contractor shall maintain at all reasonable times a
                  representative available to Owner with the expertise required
                  to administer the work of this contract and supervise its
                  subcontractors.

         4.8      Contractor shall keep on site a set of Contract Documents
                  marked to show changes to date and shall provide Owner with a
                  set of as-built drawings as the work is completed.



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        4.9       Should Owner request any additional inspections or testing be
                  performed by the Contractor beyond the reasonable inspecting
                  and testing procedures generally used in the industry, the
                  additional inspection and testing shall be at the sole cost
                  and expense of Owner, and any delays proximately resulting
                  from the additional inspecting and testing, will be added to,
                  and will extend, the specified delivery time by an amount of
                  time equal to such delay.

                  4.9.1    If any portion of the Work is covered up prior to a
                           required inspection, it must be uncovered for
                           inspection and the uncovering and recovering shall be
                           at Contractor's expense.

                  4.9.2    If Owner or agent reasonably determines that any work
                           requires special inspection, testing or approval
                           (other than as addressed in Section 4.10), Owner will
                           instruct Contractor to order such special inspection,
                           testing or approval. If such special inspection or
                           testing reveals failure of the Work to comply with
                           the requirements of the Contract Documents,
                           Contractor shall bear all costs thereof, including
                           compensation for additional services made necessary
                           by such failure and loss of time; otherwise, Owner
                           shall bear the costs of such testing.

         4.10     Any work or materials that may have been omitted in the
                  general description of said Project, but the implementation of
                  which is implied or necessary to the Project's completion, in
                  accordance with generally accepted construction industry
                  standards, should be deemed by Contractor and Owner to be
                  included in this Contract and shall be furnished by the
                  Contractor as if same had been stated specifically.

5.0      RESPONSIBILITIES OF OWNER

         5.1      The Owner shall designate a representative who shall be fully
                  acquainted with the Project and have authority to recommend
                  changes in the scope of the Project, render decisions
                  promptly, and furnish information expeditiously and in time to
                  meet the dates set forth in the Schedule.

         5.2      Owner shall have the right, but not the obligation, to perform
                  inspections of the work in a manner mutually agreed upon by
                  both parties but this will in no way relieve Contractor of its
                  obligations for full compliance with the Contract Documents.
                  Contractor acknowledges that owner inspections and tests are
                  for the sole benefit of the Owner and do not relieve the
                  Contractor of its duty to perform inspection, testing, and
                  quality control of its work.

         5.3      Owner or agent shall have the right to assign access gate to
                  the job site for use by the Contractor.

         5.4      The Owner shall have no contractual obligation to the
                  Contractor's subcontractors and shall communicate with such
                  subcontractors only through the Contractor.



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6.0      CONSIDERATION

         This Agreement arises out of a settlement of certain disputed matters
         between the Contractor, William Allen, and the Owner. The Contractor,
         at its sole expense, shall fund the preparation of the Thompson
         Proposal and the Thompson Plans, and the undertaking of the Work
         described by the Thompson Plans as finally approved by Contractor and
         Owner. Upon approval of the final Thompson Plans by Contractor and
         Owner, Contractor, William Allen, and Owner will execute the Settlement
         Agreement and Dismissal Motion attached hereto as Exhibit A for Cause
         No. 98CI-17581; Retama Development Corporation vs. Call Now, Inc. and
         William Allen in the 224th Judicial District Court of Bexar County,
         Texas now pending in Bexar County, Texas. In addition, Owner will
         execute the Assignment attached hereto as Exhibit B. In the event that
         Contractor or its subcontractor(s) assist Owner or its parent, the City
         of Selma, in obtaining state or federal funds available to fund any
         portion of the Work, Owner and Contractor will negotiate in good faith
         modifications to this Agreement allocating a reasonable portion of such
         funds to the Work to reduce Contractor's costs hereunder.

7.0      INDEPENDENT CONTRACTOR

         7.1      The parties expressly understand and agree that Contractor is
                  acting as an independent contractor unrelated to Owner or
                  agent and any of its subsidiary or affiliated companies.
                  Nothing in this Agreement is intended to create a
                  relationship, express or implied, of employer-employee or
                  principal-agent between Owner and Contractor or between Owner
                  and any individual employed or provided to work under this
                  Agreement by Contractor.

         7.2      Owner or agent shall have no direction and control over
                  Contractor or Contractor's employees, agents, subcontractors
                  or the manner and method utilized by Contractor and is
                  interested only in results obtained by Contractor. Contractor
                  shall determine and have sole discretion over the manner and
                  methods utilized to achieve the results desired by Owner or
                  agent and shall be solely responsible for the direction,
                  control and supervision of its acts and those of its agents,
                  employees and subcontractors incident to the performance of
                  this Agreement. Contractor shall not have nor shall it
                  represent itself as having any authority to make commitments
                  in the name of or binding on Owner or agent to pledge Owner or
                  agent credit or to extend credit in Owner or agent's name.

         7.3      Except as provided herein, all expenses incurred by Contractor
                  in connection with this Agreement shall be the sole
                  responsibility of Contractor. In the event Contractor makes
                  unauthorized representations or incurs unauthorized expenses
                  hereunder that are asserted against Owner or agent, Contractor
                  shall reimburse Owner or agent, Contractor shall reimburse
                  Owner for any obligations that may result therefrom.

         7.4      Contractor warrants that it is not subject to any restrictive
                  obligations imposed by former clients or any other third
                  person that would impair its ability to exercise its
                  reasonable efforts for or on behalf of Owner in connection
                  with services to be performed under this Agreement.


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         7.5      Contractor has the sole responsibility to determine those
                  matters governing the employment terms and conditions for its
                  employees working under this Contract, including, but not
                  limited to selection, hiring, discipline, grievance
                  resolution, pay benefits and supervision and control of its
                  employees. Owner or agent has no authority or rights and shall
                  not share or have any responsibility in the determination of
                  such matters for such employees.

         7.6      Contractor shall be solely responsible, at its own expense,
                  and Contractor represents that it has the necessary accounting
                  resources and an employer identification number, for
                  withholding all state and federal income taxes, making all
                  filings and reports with respect to FICA and FUTA taxes, and
                  making all filings and reports in connection with or relating
                  to the services of Contractor or any individual employed or
                  provided to work under this Agreement by Contractor.
                  Contractor shall indemnify Owner for and against any liability
                  and expense arising from Contractor's failure to make such
                  filings and reports.

         7.7      Contractor and its employees shall represent themselves only
                  as independent contractors with respect to work being
                  performed hereunder. Contractor and its employees shall carry
                  and represent business cards under Contractor's or
                  subcontractor's name and/or the name of the individual
                  employee of Contractor or subcontractor and its employees are
                  strictly prohibited form using Owner's or agent's trademarks
                  or trade-name on business cards.

8.0      LIABILITY FOR EXPENSES

         Except for costs and expenses specifically allocated to Owner herein,
         all expenses in any way pertaining to the provision of services under
         this Agreement shall be at the cost of Contractor. Contractor agrees
         that is shall assume sole responsibility for receiving funds and paying
         all expenses of every kind and nature incurred directly or indirectly
         under this Agreement (except for costs and expenses specifically
         allocated to Owner herein). Owner assumes no financial responsibility
         of any kind or nature relative to this Agreement other than as set
         forth herein.

9.0      INDEMNIFICATION AND INSURANCE

         In this paragraph, Owner shall mean Retama Development Corporation in
         Selma, Texas, and its respective officers, agents, representatives, and
         employees. Contractor shall mean Call Now, Inc. and its respective
         officers, agents, representatives, and employees.

         9.1      Contractor agrees to and shall indemnify Owner against, and
                  hold Owner harmless from any and all claims, loss, damage
                  (whether direct, indirect or as a result of), causes of
                  action, suits and liabilities of every kind (including
                  reasonable attorney's fees and expenses incurred in the
                  investigation, defense and settlement of any claim or suit or
                  for the payment of any judgment) for injuries to or death of
                  any person, and all damages to and destruction of property by
                  whomsoever owned, including loss or use thereof, to the extent
                  resulting from the prosecution or omission of any work or
                  obligation undertaken by Contractor or required of Contractor
                  by this Agreement. Contractor shall defend Owner against any
                  claim or litigation in connection with any injury, death or
                  damage covered by Contractor's

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                  indemnity at Contractor's expense; if Contractor fails to
                  tender a defense if so required, it shall reimburse Owner for
                  legal fees and other costs incurred in Owner's defense of such
                  claims or litigation. At its own expense, Owner shall have the
                  right to participate in the defense of any claims or
                  litigation. Owner shall reasonably cooperate in any defense
                  provided by Contractor. Owner shall promptly notify Contractor
                  of any matter it considers subject to this indemnity. Owner
                  shall not agree to a judgment or other settlement of an
                  indemnified matter, without Contractor's consent, unless
                  Contractor fails to tender a defense.

         9.2      Insurance.

                  Contractor shall secure before commencing and maintain during
                  the performance of its obligations under this Agreement, a
                  minimum of at least the following types of insurance and
                  minimum coverages: (A) Comprehensive General Liability
                  Insurance with minimum bodily injury limits of $5,000,000.00
                  each occurrence and minimum property damage limits of
                  $5,000,000.00 each occurrence; (B) Automobile Liability with
                  minimum property damage limits of $1,000,000.00 each
                  occurrence; (C) Statutory Workmen's Compensation. Stated
                  minimum shall not serve to be interpreted as limiting
                  Contractor's insurance coverage. Contractor shall furnish to
                  Owner evidence of such insurance coverage in the form of
                  Certificates of Insurance. Owner shall be named as an
                  additional insured on all insurance policies required of
                  Contractor hereunder. All Certificates of Insurance shall
                  provide that Owner shall be given 30 days' written notice
                  prior to any change, substitution or cancellation prior to the
                  stated expiration date. All insurance policies secured by
                  Contractor pursuant to this Agreement shall be "occurrence"
                  policies rather than "claims made" policies. Owner shall
                  remain named on the policies until contract is completed 100%.

10.0     PATENT, COPYRIGHT, TRADEMARK INDEMNIFICATION

         Contractor shall, at its expense, hold harmless and defend Owner
         against any claim or action for the infringement of any patent,
         copyright or trademark and shall indemnify Owner against all damages,
         costs and expenses, including reasonable attorney's fees, arising from
         the use by Owner of any work prepared by or on behalf of Contractor in
         connection with its performance under this Agreement. Owner shall give
         Contractor prompt notice in writing of such claim for infringement.
         Upon such notice or at the time Contractor actually knows of
         infringement, Contractor shall, at its own expense, either procure for
         Owner the right to continue using the infringing materials; replace
         same with non-infringing materials; or modify same so they become
         non-infringing. The method by which Contractor cures the infringement
         shall be at Contractor's discretion. If Contractor fails, refuses, or
         is unable to cure the infringement within agreed to time period of
         receipt of notice from Owner the date Contractor knew of infringement
         Owner in its sole discretion may have the materials to be infringing
         removed at Contractor's sole cost, expense and risk of damage or loss.
         Contractor shall refund to Owner the removal costs and any other
         expenses which result from the proven patent, copyright or trademark
         infringement. Contractor shall defend Owner against any such cost,
         claim or liability at Contractor's expense.


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11.0     RELEASES, LICENSES AND PERMITS

         Contractor shall obtain all releases, licenses, permits or other
         authorizations required to fulfill its obligations under this
         Agreement. Building permit is responsibility of Owner.

12.0     TAX INDEMNIFICATION

         Contractor shall defend, indemnify and hold Owner and its subsidiaries
         and affiliates harmless from and against all claims by any governmental
         or taxing authority for taxes normally paid by Contractor, any of its
         subcontractors or any of their respective agents or employees,
         including but not limited to income and property taxes.

13.0     WARRANTIES

         13.1     Title

                  Contractor warrants good title, free from defect, to all
                  equipment and materials, including modified, repaired and
                  replacement parts furnished to or obtained for Owner by
                  Contractor. This warranty of title shall continue without
                  limitation as to time.

         13.2     Compliance with Laws

                  Contractor warrants that the goods and services to be provided
                  hereunder shall comply with current OSHA, FDA, EPA, TRC and
                  other applicable federal, state, local regulations or agency
                  laws at time of signing this Agreement. Contractor shall
                  immediately contact Owner's Maintenance Director and its
                  management company's CEO, if hazardous substances are
                  encountered or if any spill of hazardous materials occurs
                  during performance of the work under this Agreement, or while
                  en route to or from property.

         13.3     All services performed by Contractor will conform to the terms
                  and standards described in this Agreement or if not so
                  described, shall conform to prevailing industry standards.

         13.4     All warranties shall survive acceptance and payment by Owner
                  and shall benefit Owner.

14.0     CORRECTION OF WORK

         14.1     Contractor shall promptly and timely correct all work
                  reasonably rejected by Owner as failing to conform to the
                  Contract Documents. Contractor shall bear all costs of
                  correcting such reasonably rejected work. Rejected material
                  shall be removed from the site of the work.

         14.2     If within one year after the date of final completion of the
                  Work, any of the work is found to be not in accordance with
                  the Contract Documents, Contractor shall correct it promptly
                  to conform to Contract Documents, at its sole cost after
                  receipt of a written notice from Owner to do so. Owner shall
                  give such notice promptly after discovery of such condition.


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15.0     DELAYS AND REMEDIES

         15.1     Contractor and Owner recognize that time is of the essence in
                  this construction project and agrees that the time provided in
                  this Contract is sufficient time to complete its performance
                  taking into account normal rainfall, weather, and other
                  typical non-owner caused delays. Contractor will make every
                  reasonable effort to maintain the time schedule shown in this
                  contract document and Contractor will make every effort,
                  including but not limited to, overtime, extra shifts and extra
                  personnel at Contractor's expense to maintain the schedule. A
                  delay shall be deemed excusable if Contractor, Notifies Owner
                  in writing of the delay and its causes, and that the cause is
                  due to an event normally associated with force majeure as
                  defined in this Agreement or Owner-directed schedule delay.
                  Delays due to subcontractors, suppliers, or deliverers of
                  Contractor-furnished material shall not be deemed excusable
                  unless: (1) such delay is due to force majeure; and (2) the
                  materials or services could not have been reasonably procured
                  elsewhere under the terms of applicable subcontracts.

         15.2     Upon proper notice and supporting documentation, Owner shall
                  extend the time for completion of the work by the number of
                  days Contractor was reasonably delayed by excusable delays.

         15.3     Contractor acknowledges that its sole remedy for an excusable
                  delay is a time extension. Contractor agrees it is not
                  entitled to any additional monetary compensation or damages as
                  a result of any delay or acceleration, including a delay or
                  acceleration caused by the owner.

16.0     LIENS

         16.1     Provided that Owner is current with payments (if any) due to
                  Contractor, Contractor agrees that it will not make, file, or
                  maintain a lien or claim of any kind against any property to
                  which this Agreement relates, or the additions, improvements,
                  alterations, or repairs made thereon, for or on account of any
                  goods or services furnished, or any other work done as a
                  result of this Agreement supplemental hereto.

17.0     FORCE MAJEURE

         17.1     In the event either party is rendered unable wholly or in part
                  by force majeure to carry out its obligations under this
                  Agreement, other than its obligations to make payments due,
                  then the party affected by force majeure shall give written
                  notice with explanation to the other party immediately.
                  Following such notice, the affected obligations of the party
                  giving notice shall be suspended only during the continuance
                  of the force majeure cause, provided due diligence is
                  demonstrated in seeking remedy to the cause.

         17.2     The term "force majeure" as employed herein, shall mean acts
                  of God, acts of public enemies, wars, blockades,
                  insurrections, riots, epidemics, landslides, lightning,
                  earthquakes, fires, storms, floods, washouts, civil
                  disturbances, explosions, and any other cause not within the
                  control of the party claiming a delay

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                  despite its due diligence. Contractor acknowledges and agrees
                  that any strike, other than beyond Contractor's control,
                  picketing or labor dispute directly or indirectly involving
                  Contractor or affecting Contractor's timely performance of
                  obligations shall not constitute "force majeure" and shall not
                  entitle Contractor to these rights and remedies. In the event,
                  however, any situation constituting force majeure causes
                  suspension of the work for a period of fifteen (15)
                  consecutive days, Retama

                  Development Corporation and Contractor shall meet and mutually
                  decide how to further execute this Agreement.

         17.3     Contractor shall notify Owner as promptly as possible of any
                  actual or potential labor dispute affecting Contractor's
                  performance under this Agreement and give satisfactory
                  assurance to Owner of its ability to complete the work.

18.0     MAINTENANCE OF JOB SITE

         Contractor agrees to maintain Owner's job site in a clean, safe
         condition in compliance with applicable regulations and to Owner's
         reasonable satisfaction. If Contractor fails to so maintain the site,
         Owner may secure such maintenance from another source at Contractor's
         expense without affecting Contractor's obligations or responsibility to
         perform hereunder.

19.0     RULES

         19.1     Contractor shall ensure that its employees, agents,
                  representatives, assigns and subcontractors comply with the
                  terms and conditions set forth in the "Site Policies for
                  Contractors," and "Contractors Safety Program," attached
                  hereto and incorporated herein as Attachments E and F,
                  respectively.

         19.2     If required by Owner's Designated Representative, Contractor
                  shall ensure and require that its employees agents,
                  representatives, assigns and subcontractors obtain a "Special
                  Visitor Permit" to be visibly worn at all times while at
                  Owner's facilities. Permits may be obtained from the Owner's
                  Designated Representative.

20.0     OWNERSHIP

         20.1     All designs, drawings, specification, notes and other work
                  developed by Contractor or its employees, agents,
                  representatives, assigns or subcontractors for this Agreement
                  may be used by Owner for the exclusive purpose of maintaining
                  the Work covered by this Contract without additional
                  compensation to Contractor or its employees, agents,
                  representatives, assigns or subcontractors. All proprietary
                  designs, drawings, specifications and notes provided by the
                  Contractor to Owner shall not be provided to any third party
                  without the written consent of Contractor or direction of the
                  Texas attorney general.

         20.2     Any, if any, drawings, specifications and all copies or
                  contents thereof given to or made available to Contractor by
                  Owner for the limited purpose of use by Contractor, its
                  subcontractors and material suppliers may not be used for any
                  other purpose


                                     Page 11

<PAGE>   12

                  without the prior written consent of Owner. Upon final
                  approval by Owner and Contractor of the Thompson Plans, the
                  Contractor shall assign its interest in the Thompson Plans and
                  Thompson Proposal to Owner, provided, however, Contractor's
                  and its subcontractor(s) shall have the right to use the
                  Thompson Plans and Thompson Proposal for the Work and
                  otherwise under this Agreement.

21.0     RIGHT TO AUDIT

         21.1     Access shall be granted to Owner or to others designated by
                  Owner by Contractor to records and information relating to
                  this Agreement, except cost data, unless related to time and
                  material work for audit purposes, including reports of
                  corrective actions taken as a result of such audit.

         21.2     Contractor agrees to make, keep and maintain complete books,
                  records, invoices and records of payments relating to the work
                  while it is being performed and for a period of three (3)
                  years following acceptance of the work. Any audit is at
                  Owner's sole expense.

         21.3     For the purpose of audit, Owner shall have the right to
                  examine, either directly or through its authorized
                  representatives or agents, during business hours and for a
                  reasonable period of time, all books, records, accounts,
                  correspondence, instructions, specifications, plans, drawings,
                  receipts, manuals and memoranda insofar asa they are pertinent
                  to this Agreement. Owner's right of inspection shall not apply
                  to Contractor's trade secrets or other proprietary information
                  properly designated or asserted as such or records related to
                  cost involved with the fixed price portion of this Agreement.

22.0     SUBCONTRACTORS, ASSOCIATES, CONSULTANTS

         22.1     Any subcontractors or consultants utilized by Contractor
                  relative to its performance under this Agreement (except as
                  designated by Section 3.9, above) must be specifically
                  identified by Contractor and approved by Owner prior to the
                  provision of services or goods for on site work. Such approval
                  shall not be unreasonably withheld.

         22.2     Contractor shall ensure that any approved subcontractor or
                  consultant has executed an appropriate agreement prior to the
                  commencement of approved subcontractors, associates or
                  consultants agreeing to be bound by all applicable provisions
                  of this Agreement. Contractor shall provide evidence that all
                  subcontractors are carrying and maintaining insurance coverage
                  in accordance with the Contract Documents, in the same manner
                  as Contractor furnishes such evidence under Section entitled
                  INDEMNIFICATION AND INSURANCE under this Agreement. No
                  contractual relationship shall exist between the Owner and any
                  subcontractor or Contractor.

23.0     INVOICING

         23.1     For purposes of information to Owner, Contractor shall submit
                  itemized subcontractor invoices for work performed monthly.


                                     Page 12
<PAGE>   13

         23.2     All invoices shall reflect this Agreement and shall be mailed
                  to:

                                   Retama Development Corporation
                                   c/o Retama Entertainment Group
                                         P.O. Box 47535
                                   San Antonio, Texas 78265-7535


         23.3     The invoices shall contain separated costs such that the
                  following activities, as applicable, are individually
                  itemized:

                           a.       Labor costs
                           b.       Material costs
                           c.       Sales or use tax paid
                           d.       Engineering cost
                           e.       Freight

         23.4     Each invoice shall be accompanied by the appropriate signed
                  Lien Waiver from Contractor. Failure or refusal to submit
                  property executed lien waivers by Contractor, shall be deemed
                  good and sufficient cause for Owner to withhold future
                  payments in whole or in part.

24.0     CHANGES

         24.1     If Owner and Contractor agree, or if Owner agrees to bear the
                  entire cost thereof, Owner may submit a change order to alter
                  the Work. Such change order will be substantially related to
                  the Work and its current scope. The Schedule will be extended
                  by a reasonable time to allow for the change order.

         24.2     Contractor shall not make substitutions for any major material
                  or equipment specified in this Agreement without the prior
                  express written approval of Owner's Designated Representative.

         24.3     No changes to Contractor's compensation or schedule shall be
                  made for weather conditions reasonably anticipated for the
                  geographic location of the site; faulty workmanship; improper
                  supervision by Contractor; or failure to comply with the
                  provisions of this Agreement.

         24.4     The cost or credit to the Owner resulting from a change in the
                  work shall be determined in one or more of the following ways:

                  A.       By such applicable unit prices as set forth in the
                           Contract Documents;

                  B.       If no such unit prices are set forth, then by a lump
                           sum mutually agreed upon by the Contractor and the
                           Owner, or

                  C.       If no unit prices are set forth and if the parties
                           cannot agree upon a lump sum, then by actual costs
                           reasonably incurred by Contractor.


                                     Page 13
<PAGE>   14

25.0     TERMINATION

         25.1     Owner may terminate this Agreement in whole or in part at any
                  time upon ten (10)days written notice to Contractor for the
                  convenience of Owner, or because of a material breach of
                  Contractor's failure to fulfill its contractual obligations.
                  Upon receipt of notice to terminate, Contractor shall, unless
                  the notice directs otherwise, immediately discontinue all
                  services affected and if so directed, make every reasonable
                  effort to secure cancellation of all existing orders or
                  contracts upon terms and conditions satisfactory to Owner and
                  deliver to Owner all data, drawings, specifications, reports,
                  estimates, summaries and other materials and information
                  supplied by Owner in performing under this Agreement.

         25.2     If the termination is for the convenience of Owner, no further
                  consideration shall be payable to Contractor beyond the
                  release set forth in this Agreement.

         25.3     If the termination is due to the material breach of Contractor
                  to fulfill its contractual obligations, Owner may take over
                  the work and prosecute the same to completion and may utilize
                  any other remedies available at law or equity. Provided
                  however, no material breach shall be deemed to have occurred
                  unless Owner notifies Contractor of an alleged breach or
                  provides a reasonable cure period (in event less than 10
                  days).

         25.4     By way of example, but not limitation, Contractor shall be
                  deemed to have breached this Agreement if Contractor is
                  insolvent, seeks protection from creditors, makes a general
                  assignment for the benefit of creditors, persistently or
                  repeatedly refuses or fails to supply enough properly skilled
                  workers or proper materials, materially fails to make prompt
                  payment to subcontractors or material men for materials or
                  labor, materially violates any material law, ordinance, rule,
                  regulation or order of any public authority having
                  jurisdiction, or if a receiver is appointed for its business,
                  or it otherwise violates a material provision of the Contract
                  Documents.

         25.5     If, after notice of termination for failure to fulfill
                  contractual obligations, it is determined the Contractor had
                  not so failed, the termination shall be deemed to have been
                  effected for the convenience of Owner. In such an event,
                  Contractor's sole remedy shall be an adjustment in the
                  Contract Price may be made as provided in this Agreement.

         25.6     [Intentionally Deleted]

         25.7     [Intentionally Deleted]

         25.8     If the Agreement is terminated, Contractor shall have no
                  obligation to make any further fundings for the Work, except
                  for damages (if any) for breach of this Agreement if
                  established by a final, non-appealable judgment of a court of
                  competent jurisdiction.

26.0     SUSPENSION OF WORK

         26.1     Owner may order Contractor in writing to suspend all or part
                  of the work for such period as Owner may determine to be
                  appropriate for the convenience of Owner.


                                     Page 14
<PAGE>   15

         26.2     In the event of a written Owner directed suspension of work,
                  Contractor shall be entitled to an adjustment in the scheduled
                  completion date resulting from such adjustment to reflect the
                  actual number of days in the suspension and the schedules of
                  affected subcontractors.



                                     Page 15

<PAGE>   16



27.0     DESIGNATED REPRESENTATIVE

         27.1     Owner's Designated Representative for this Agreement is Bryan
                  Brown, telephone (210) 651-7131, fax number is (210) 651-7097,
                  Contractor's Designated Representative for this Agreement is
                  Robert Buffkin, telephone (210) 349-4141.

28.0     CONTRACT ADMINISTRATOR

         All matters of an administrative or contractual nature pertaining to
         this Agreement, including, but not limited to, the issuance of notices,
         amendments, time extensions, requests for changes, submission of
         Insurance Certificates, and any other contractual correspondence,
         including exchange of signed copies of this Agreement shall be directed
         to:
                         Retama Development Corporation
                         c/o Retama Entertainment Group
                                 P.O. Box 47535
                          San Antonio, Texas 78265-7535
                          Telephone No. (210) 651-7000
                             Fax No. (210) 651-7097

         All matters of a technical coordinating or project authorization nature
         will be directed to Owner's Designated Representative.

29.0     CONTRACTOR'S ADDRESS

         Contractor's address for purposes of all communication relevant to this
         Agreement is:

                            Robert Buffkin, President
                                 Call Now, Inc.
                              10803 Gulfdale, #222
                            San Antonio, Texas 78232
                          Telephone No. (210) 349-4141
                             Fax No. (210) 349-4948

30.0     TITLE AND RISK OF LOSS

         Title to all material completed or partially completed work, (upon
         final payment by Owner) delivered or stored at job site by Contractor
         which are to become part of the completed work shall be in Owner's
         name. However, liability for loss or damage to all such work or
         materials shall remain with Owner until final acceptance of the
         completed work by Owner.

31.0     SERVICES NON-EXCLUSIVE

         This Agreement is non-exclusive and Owner may, without notice to
         Contractor, engage or use others to perform services of the same or
         similar nature including services on projects or specific assignments
         upon which Contractor is working.



                                     Page 16

<PAGE>   17
32.0     SAFETY

         32.1     It is Contractor's responsibility to instruct its agents,
                  servants, employees, and subcontractors to contact Owner's
                  Designated Representative, prior to commencing work, regarding
                  safety policies and procedures and potential hazards or
                  hazardous materials in the work areas.

         32.2     Owner when warranted may suspend the work for a full safety
                  inspection and correction. The inspection costs and all
                  correction costs shall be at Contractor's expense, if found to
                  be in violation.

         32.3     If Contractor has two or more major safety violations proven
                  and documented by Owner, then such violations shall be grounds
                  for termination of this Contract under the section entitled
                  Termination (termination for failure to fulfill contractual
                  obligations of this Agreement).

         32.4     Contractor shall take a pro-active role toward all safety
                  issues and shall actively promote working conditions and work
                  practices which will ensure all workers a safe and healthy
                  environment.

33.0     AMENDMENT

         This Agreement may not be amended except in writing properly executed
         by the parties hereto. Except as specifically amended, this Agreement
         shall remain in full force and effect.

34.0     ASSIGNMENT AND SUBCONTRACTING

         Except as otherwise provided in this Agreement (and particularly
         Section 3), Contractor shall not have the right or power to assign or
         subcontract its rights or obligations hereunder without the express
         written consent of Owner. Any attempt to do so without such consent
         shall be null and void and shall give Owner the right to cancel and
         terminate this Agreement. In the event consent is properly given, the
         provisions of this Agreement shall bind and benefit the parties hereto
         and their representatives, successors and assigns. Provided however,
         Contractor shall subcontract all design and construction work to
         Thompson Engineering.

35.0     GOVERNING LAW AND VENUE

         This Agreement shall be deemed to have been made and accepted in Bexar
         County, Texas, and the laws of the State of Texas shall govern any
         interpretations or instructions of this Agreement.

36.0     AUTHORITY

         36.1     Contractor warrants that it has the full authority and power
                  to enter into and perform under this Agreement and to make all
                  representations, warranties and covenants as set forth herein.
                  Contractor shall provide, upon Owner's request, written
                  evidence satisfactory to Owner of Contractor's authority or,
                  if Contractor is acting as an agent, evidence of that
                  relationship.


                                     Page 17

<PAGE>   18

         36.2     Contractor warrants that the individual executing this
                  Agreement is properly authorized to bind Contractor to the
                  terms of this Agreement.

         36.3     If Contractor hereunder is comprised of more than one legal
                  entity, each such entity shall be jointly and severally liable
                  hereunder, and each shall sign this Agreement.

37.0     WAIVER

         Owner's failure in any one or more instances to insist upon strict
         performance of any of the terms and conditions of this Agreement or to
         exercise any right herein conferred shall not be construed as a waiver
         or relinquishment of that right or of Owner's right to assert or rely
         upon the terms and conditions of this Agreement. Any express waiver of
         a term of this Agreement shall not be binding and effective unless made
         in writing and properly executed by the waiving party.

38.0     SEVERABILITY

         The invalidity or unenforceability of any provision of this Agreement
         shall not affect the validity or enforceability of any other provision.
         Any invalid or unenforceable provision shall be deemed severed from
         this Agreement to the extent of its invalidity or unenforceability, and
         this Agreement shall be construed and enforced as if the Agreement did
         not contain that particular provision to the extent of its invalidity.

39.0     INTEGRATION OF UNDERSTANDING

         There are no understandings between the parties hereto as to the
         subject matter of this Agreement other than as set forth herein and in
         the documents specifically incorporated herein. Any previous
         communications concerning the subject matter of this Agreement are
         hereby superseded and this Agreement shall constitute the entire and
         integrated agreement between the parties. This Agreement may be amended
         only by written instrument signed by both Owner and Contractor.

40.0     PAYMENT AND PERFORMANCE BOND.

         The Contractor shall cause Thompson Engineering to obtain for the
         benefit of Contractor and Owner a payment and performance bond in the
         amount of $650,000.00 that the Work will be performed in accordance
         with the Thompson Plans. The surety must be licensed to do business in
         Texas and reasonably acceptable to Owner.

BY SIGNING BELOW, all parties hereto accept this Agreement.





                                     Page 18

<PAGE>   19
Owner:

RETAMA DEVELOPMENT CORPORATION

By:
   ------------------------------------
   Name:
        -------------------------------
   Title:
         ------------------------------


Contractor:

CALL NOW, INC.

By:
   ------------------------------------
         Robert Buffkin, President

                  For the purposes of approving Section 6, only, and not
                  otherwise, this Agreement is joined by William Allen.


------------------------------------
WILLIAM ALLEN, Individually



                                     Page 19