AMENDMENT NUMBER ONE TO
AGREEMENT DATED DECEMBER 30, 1993
SAM HOUSTON RACE PARK, LTD.


                 THIS AMENDMENT AGREEMENT made this 30 day of June 1997 by and 
between INTERNATIONAL SOUND CORPORATION, a Maryland corporation, having its 
principal place of business located at 7130 Milford Industrial Road, 
Baltimore, Maryland 21208 and SAM HOUSTON RACE PARK, LTD., a body corporate 
of the State of Texas, having its principal place of business located
at Sam Houston Race Park, Houston, Texas, hereinafter sometimes referred 
to as "Sam Houston".

         1.      Having executed an Agreement dated December 30, 1993 the 
parties hereby agree to extend the term of said Agreement to include all 
racing meets during the period beginning July 1, 1997 and ending on 
December 31, 2001.  The underlying Agreement and this Amendment Agreement 
will terminate December 31, 2001.

         2.      Paragraph 1 is amended as follows:

10.      One  (1)  Advanced  Digital  Graphics system (ADG) broadcast quality 
character generator system to be used  for displaying tote, driver, owner/
trainer, changes, scratches and other messages over the CCTV system.    
It is the responsibility of Sam Houston to pay any installation and/or 
interface fees that may be charged by the tote vendor.

15.      One  (1) RF head-end to consist of Forty-eight (48) channels to 
include all satellite channels and off air channels.
 
32.      Thirty-six (36) 35 inch color television monitors to be located as 
directed by the track.

33.      One (1) 80 inch projection television to be located as directed by the 
track.

34.      Three (3) 55 inch color projection monitors to be located as directed 
by the track.

35.      One  (1)  32 X 32 Video/Audio routing switcher to control all incoming
 and outgoing signals to the RF head-end.

36.      One  (1)  remote  starting  gate  camera system equipped with the 
appropriate microwave or equivalent transmitter.

         3.      Paragraph 6 is amended as follows:

         6        (a)     Sam  Houston  will pay to International, in 
consideration for the services to be rendered and supplied  by  
International, for all Thoroughbred racing days, the sum of Two Thousand Five 
Hundred Seventy dollars ($2,570.00)per  racing  day.    If, on any day, there 
are less than five (5) races, such racing day shall entitle International 
to be paidOne  Thousand  Two-Hundred  Eighty-Five  dollars  ($1,285.00)  for  
such  day.  Such  compensation shall be paid within 30 daysfollowing  Sam  
Houston's  receipt  of  the invoice  In addition, Sam Houston will pay all 
applicable sales and/or use taxes or levies  made  as  a  consequence  of  this 
Agreement for the use of the equipment mentioned herein.  International will 
pay all applicable state and local ad valorem and property taxes or levies on 
the equipment mentioned herein.
(b)     If, on any day, there is a second Thoroughbred racingprogram, and at 
least five (5) races are run during the second live racing program of that day,
International shall be paid Two Thousand Five Hundred Seventy dollars 
($2,570.00) for that second live race program.  If, during that second live 
race program, there are less than five (5) races, such second live racing 
program shall entitle International to be paid One Thousand Two Hundred 
Eighty-Five dollars ($1,285.00).   Such compensation shall be paid within 30 
days following Sam Houston's receipt of the invoice  In addition, Sam Houston 
will pay all applicable sales and/or use taxes or levies made as a
consequence of this Agreement for the use of the equipment mentioned herein.  
International will pay all applicable state and local ad valorem and property 
taxes or levies on the equipment mentioned herein.  A second racing program is 
defined as a series of more than 5 races beginning at least one hour after the 
conclusion of the first racing program.  This does not apply to gaps in races 
due to weather-related delays.

(c)      Sam Houston will pay to International, in consideration
for the services to be rendered and supplied by International, for all Quarter 
Horse racing days the sum of Two Thousand Three Hundred Twenty dollars 
($2,320.00) per racing day.  If on any day, there are less than five (5) races, 
such day shall entitle International to be paid One Thousand One-hundred Sixty 
dollars ($1,160.00) for such day.  

(d)      If,  on  any day, there is a second Quarter Horse racing program, and 
at least five (5) races are run during  the  second  live  racing  program  of 
that day, International shall be paid Two Thousand Three Hundred Twenty  dollars
($2,320.00)  for  that second live race program.  If, during that second live 
race program, there are less than five (5) races, such  second  live  racing 
program shall entitle International to be paid One Thousand One Hundred 
Sixty dollars ($1,160.00). 
Such  compensation  shall  be paid within 30 days following Sam Houston's 
receipt of the invoice  In addition, Sam Houston will pay  all  applicable
sales  and/or  use  taxes  or levies made as a consequence of this Agreement
for the use of the equipment mentioned  herein.    International  will  pay 
all  applicable  state and local ad valorem and property taxes or levies on 
the equipment  mentioned  herein.   A second racing program is defined as a 
series of more than 5 races beginning at least one hour after the conclusion
of the first racing program.  This does not apply to gaps in races due to 
weather-related delays.

(e)      In  the  event  that  there are more than 200 days of Live Racing in 
any calendar year, International shall  be compensated as follows for each 
remaining live racing day in that year. Sam Houston will pay International 
the sum of Two  Thousand  Three  Hundred  Seventy  dollars ($2,370.00) for 
Thoroughbred Racing and Two Thousand One Hundred Twenty dollars ($2,120.00)
for  Quarter  Horse  Racing.    If,  on any day, there is a second racing 
program (two racing programs on the same calendar  day)    International  
shall be paid the sum of Two Thousand Three Hundred Seventy dollars 
($2,370.00) for the second Thoroughbred racing and  Two Thousand One 
Hundred twenty dollars ($2,120.00) for the second Quarter Horse racing 
program.

                 4.  Paragraph 7 is amended as follows:

7.  In the event that Sam Houston opens exclusively to receive a racing program 
that is simulcast from another race track(s) International Sound shall be paid 
Two Hundred Seventy Five dollars ($275.00) for such simulcasting racing day.  
International Sound will provide one (1) operator for each day.  For the 
purpose of this paragraph 7 a simulcast
day is defined to include up to fourteen and one half (14-1/2) hours of 
simulcasting beginning  thirty minutes prior to the opening to the scheduled 
opening to the public of the simulcast day.  In the event that simulcasting 
continues after the fourteen  and one half (14-1/2)  hours provided in the 
daily simulcast rate, Sam Houston shall pay International for each hour,
or part thereof at the rate of Sixteen dollars ($16.00) per hour,  billed 
in one (1) hour increments. 

                 5.  Paragraph 8 is amended as follows:

8.  Subject to the termination provision stated this Agreement shall remain in 
full force and effect for all racing meets conducted at the aforementioned 
racetrack for the years 1997, 1998, 1999, 2000 and 2001.  In the event any  
racing meet(s) or portion of any racing meet must be canceled because of an 
emergency such as fire, or other catastrophe, or governmental regulation 
due to war, the term of this Agreement shall be extended beyond the last of 
the above-mentioned years to include an amount of racing days in the next 
succeeding year equivalent to the number theretofore canceled.

6.  Except as expressly stated herein, the Agreement is not otherwise modified 
or amended and remains in full force and effect.

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


                                  INTERNATIONAL SOUND CORPORATION

                                  By: /S/ David Snyder
                                  ---------------------------


                                  SAM HOUSTON RACE PARK, LTD.


                                  By: /S/ Robert L. Bork
                                  ---------------------------