STOCK PURCHASE AGREEMENT

                                     BETWEEN

                           LADBROKE RACING CORPORATION
                                   ("SELLER")

                                       AND

                           SAM HOUSTON RACE PARK, LTD.
                                  ("PURCHASER")


                                      DATED

                                 JANUARY 6, 2000




                                TABLE OF CONTENTS


ARTICLE I. TRANSFER OF THE SHARES AND PURCHASE PRICE
         1.1      PURCHASE AND SALE OF THE SHARES
         1.2      DELIVERY OF CERTIFICATES
         1.3      EARNEST MONEY

ARTICLE II.  THE CLOSING

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF SELLER
         3.1      ORGANIZATION
         3.2      NECESSARY ACTIONS; BINDING EFFECT
         3.3      NO CONFLICTS
         3.4      CONSENTS AND APPROVALS
         3.5      CAPITALIZATION
         3.6      TITLE TO THE SHARES
         3.7      FINANCIAL STATEMENTS
         3.8      ABSENCE OF UNDISCLOSED LIABILITIES
         3.9      ABSENCE OF CERTAIN CHANGES
         3.10     TAXES
         3.11     TITLE TO REAL PROPERTY
         3.12     TITLE TO PERSONAL PROPERTY
         3.13     REPRESENTATIONS REGARDING THE PROPERTY AND PERSONAL PROPERTY
         3.14     ADDITIONAL AGREEMENTS
         3.15     SCHEDULES
         3.16     LITIGATION
         3.17     ENFORCEABILITY OF AGREEMENT
         3.18     NO DEFAULTS
         3.19     LIABILITIES
         3.20     INSURANCE
         3.21     CORPORATE RECORDS
         3.22     ACCURACY OF REPRESENTATIONS, WARRANTIES AND COVENANTS
         3.23     LEGAL COMPLIANCE
         3.24     KNOWLEDGE
         3.25     MATERIALITY

ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF PURCHASER
         4.1      ORGANIZATION AND GOOD STANDING
         4.2      NECESSARY ACTIONS; BINDING EFFECT
         4.3      CERTAIN PROCEEDINGS
         4.4      NO CONFLICTS
         4.5      DISCLOSURE
         4.6      CONSENTS AND APPROVALS
         4.7      INVESTMENT INTENT
         4.8      KNOWLEDGE

ARTICLE V.  TAX MATTERS
         5.1      SECTION 338(H)(10)

ARTICLE VI.  COVENANTS OF PURCHASER AND SELLER
         6.1      SELLER'S COVENANTS
         6.2      PURCHASER'S COVENANTS

ARTICLE VII.  CONDITIONS TO OBLIGATIONS OF PURCHASER
         7.1      REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT
         7.2      OPINION OF SELLER AND THE COMPANY
         7.3      ABSTRACTOR'S CERTIFICATE
         7.4      ENVIRONMENTAL AGREEMENT
         7.5      COMMISSION APPROVAL
         7.6      DELIVERY OF PROPERTY

ARTICLE VIII.  CONDITIONS TO OBLIGATIONS OF SELLER
         8.1      REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT
         8.2      DELIVERY OF PURCHASE PRICE FOR THE SHARES
         8.3      DISMISSAL OF SUIT
         8.4      ENVIRONMENTAL AGREEMENT
         8.5      LICENSING FEE
         8.6      COMPANY NAME

ARTICLE IX.  APPROVAL

ARTICLE X.  TERMINATION AND ABANDONMENT
         10.1     METHODS OF TERMINATION
         10.2     PROCEDURE UPON TERMINATION

ARTICLE XI.  MISCELLANEOUS
         11.1     NOTICES
         11.2     EXPENSES AND FINDERS FEE
         11.3     INDEMNIFICATION OF PURCHASER
         11.4     INDEMNIFICATION OF SELLER
         11.5     DEFENSE OF CLAIMS; NOTICE
         11.6     EXPIRATION OF INDEMNIFICATION
         11.7     EXCLUSIVE REMEDY
         11.8     BUSINESS PRACTICES
         11.9     CONFIDENTIALITY
         11.10    ENTIRE AGREEMENT
         11.11    PARTIES BOUND
         11.12    GOVERNING LAW
         11.13    SEVERABILITY
         11.14    MULTIPLE COUNTERPARTS
         11.15    FURTHER ASSURANCES
         11.16    ATTORNEYS' FEES
         11.17    GENDER AND NUMBER
         11.18    CAPTIONS
         11.19    WAIVER
         11.20    AMENDMENT
         11.21    EFFECTIVE DATE


                            STOCK PURCHASE AGREEMENT


         This Stock Purchase Agreement (the "Agreement") is made and entered
into this 6th day of January 2000, between LADBROKE RACING CORPORATION, a
Delaware corporation ("Seller"), and SAM HOUSTON RACE PARK, LTD., a Texas
limited partnership ("Purchaser"). Seller and Purchaser are sometimes herein
referred to individually as "Party" or collectively as "Parties."

         Seller owns, in the aggregate, One Thousand (1,000) shares of the
common stock of Ladbroke Racing Texas Corporation, a Texas corporation (the
"Company"), consisting of all of the issued and outstanding shares of capital
stock of the Company (the "Shares") and desires to sell to Purchaser, and
Purchaser desires to purchase from Seller the Shares on the terms and conditions
in this Agreement.

         THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser hereby covenant and agree as
follows:

              ARTICLE I. TRANSFER OF THE SHARES AND PURCHASE PRICE

         I.1 PURCHASE AND SALE OF THE SHARES. On the terms and subject to the
conditions in this Agreement, and based upon the representations, warranties and
agreements contained in this Agreement, Seller agrees to sell, transfer and
assign the Shares to Purchaser or its designee and Purchaser or its designee
agrees to purchase the Shares from Seller in exchange for a total purchase price
of TWO MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS ($2,350,000.00) payable in
cash at the Closing, reduced by the amount of any condemnation awards paid as a
result of a taking of any part of the Property (defined in this Agreement), any
insurance proceeds paid to the Company for unrepaired damage to the Property (to
the extent such proceeds are not retained by the Company and delivered to
Purchaser at Closing), costs to be paid by Seller as provided in this Agreement
and applicable prorations (the "Purchase Price").

         I.2 DELIVERY OF CERTIFICATES. In exchange for delivery by Purchaser to
Seller of the Purchase Price payable in cash at the Closing, Seller will deliver
to Purchaser (i) stock certificates representing the Shares, endorsed in blank,
and accompanied by stock powers duly endorsed in blank, and (ii) executed
letters of any persons employed by the Company or any business entity affiliated
with or owned or controlled by the Company, resigning their position as an
officer, director and/or employee of the Company.

         I.3 EARNEST MONEY. In order to secure Purchaser's performance of this
Agreement, within three (3) business days after the execution of this Agreement,
Purchaser shall deposit with Winstead Sechrest & Minick P.C.. ("Escrow Agent")
the sum of FIFTY THOUSAND DOLLARS ($50,000.00) as earnest money ("Earnest
Money"). The Earnest Money shall be placed in an interest bearing account with a
federally insured banking institution mutually acceptable to Purchaser and
Seller, and all interest earned thereon shall be part of the Earnest Money and
shall be paid to the Party to whom the Earnest Money is payable as hereinafter
provided. Except as and to the extent otherwise expressly provided in this
Agreement, all Earnest Money shall be refundable to Purchaser in the event any
condition to Closing is not satisfied prior to Closing, or in the event of
Seller's wrongful failure or refusal to close. If the transactions contemplated
hereby are consummated, the Earnest Money shall be applied against the Purchase
Price at Closing. If the transactions are not consummated, the Earnest Money
shall be held and delivered by the Escrow Agent as provided in this Agreement.

                             ARTICLE II. THE CLOSING

         The Closing of the Sale of the Stock. The Closing of the sale of the
Shares shall occur at the offices of Purchaser, 5847 San Felipe, Suite 2600,
Houston, Texas, at 1:00 p.m. on the third business day following the approval of
this Agreement by the Texas Racing Commission (the "Commission") or such earlier
date as mutually agreed upon by Seller and Purchaser (the "Closing").

              ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Purchaser that, as of the date of
execution of this Agreement and up to and including the date of the Closing
(which representations and warranties shall survive the Closing, regardless of
what investigations, if any, Purchaser shall have made thereof prior to Closing)
as follows:

         III.1 ORGANIZATION. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Texas and is not required to be qualified, and is
not qualified, to do business in any jurisdiction other than Texas.

         III.2 NECESSARY ACTIONS; BINDING EFFECT. To Seller's knowledge, Seller
has taken all corporate action necessary to authorize its execution and delivery
of, and the performance of its obligations under, this Agreement. This Agreement
constitutes a valid obligation of Seller that is legally binding on and
enforceable against Seller in accordance with its terms, except as such
Enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other
similar laws affecting creditors' rights, and (ii) general principles of equity
relating to the availability of equitable remedies (regardless of whether the
Agreement is sought to be enforced in a proceeding at law or in equity).

         III.3 NO CONFLICTS. To Seller's knowledge, neither the execution and
delivery of this Agreement by Seller or the performance by Seller of its
obligations hereunder nor the consummation of the transactions contemplated
hereby, will result in any of the following: (a) a default or an event that,
with notice or lapse of time, or both, would constitute a default, breach or
violation of any provision of the Articles of Incorporation or Bylaws of Seller;
or (b) a violation or breach of any writ, injunction or decree of any court or
governmental instrumentality applicable to Seller or by which any of its
properties is bound or any laws or regulations applicable to Seller, where the
violation would have a material adverse effect on Seller.

         III.4 CONSENTS AND APPROVALS. To Seller's knowledge, except for the
approval of the Commission as provided in Article IX, no consent, approval,
order or authorization of, or registration, declaration or filing with, any
person or entity or any court, administrative agency or commission or other
governmental authority or instrumentality is required by or with respect to
Seller in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

         III.5 CAPITALIZATION. The authorized capital stock of the Company
consists solely of 10,000 shares of common stock, no par value, of which 1,000
shares of that common stock (which constitutes the number of outstanding shares)
are issued and outstanding. There are in existence no subscriptions, preemptive
rights, calls, options, warrants, agreements, understandings, commitments or
rights of first refusal or similar rights or any other agreements to which
Seller is a party or by which Seller is bound relating to the issuance,
redemption, transfer, purchase or sale of any of the Shares, or of any other
securities of the Company convertible into capital stock or other securities of
the Company.

         III.6 TITLE TO THE SHARES. The Shares are owned of record and
beneficially by Seller as listed on Schedule 8 attached hereto and Seller holds
good, valid and indefeasible title to the Shares, free and clear of all liens,
encumbrances, pledges, charges, claims, restrictions, rights of first refusal,
voting trusts, voting agreements, buy/sell agreements, preemptive rights,
proxies or other interests of any nature of any person. Seller possesses full
authority and legal right to sell, transfer and assign legal and beneficial
ownership of its interest in the Company, free and clear of all liens,
encumbrances, pledges, charges, claims, restrictions, rights of first refusal,
voting trusts, voting agreements, buy/sell agreements, preemptive rights,
proxies or other interests of any nature of any person. Upon transfer of the
Shares at the Closing, the transferee will own the entire legal and beneficial
interest in the Company, free and clear of all liens, claims and encumbrances of
any kind, and subject to no legal or equitable restrictions of any kind.

         III.7 FINANCIAL STATEMENTS. Seller has delivered to Purchaser copies of
the financial statements described on Schedule 9 to this Agreement (the
"Financial Statements"), or will deliver the Financial Statements as required on
Schedule 9 within the time frame specified on Schedule 9, all of which are true,
correct and complete and have been prepared in accordance with generally
accepted accounting principles consistently followed throughout the periods
covered thereby, and presenting fairly the financial condition of the Company as
of those dates and the results of operations for those periods.

         III.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the most recent Financial Statement set forth
in Schedule 9, the Company, has no liabilities of any nature, whether accrued,
absolute, contingent, or otherwise, including, without limitation, tax
liabilities due or to become due, and whether incurred in respect of or measured
by its income or arising out of transactions entered into, or any state of facts
existing. Seller represents and warrants that it does not know or have
reasonable grounds to know of any basis for the assertion against the Company,
as of the date of this Agreement, of any liability of any nature or in any
amount not fully reflected or reserved against in the Financial Statements.

         III.9 ABSENCE OF CERTAIN CHANGES. Since the date of the most recent
Financial Statement set forth on Schedule 9, there has not been any change in
the Company's financial condition, assets, liabilities, or business, other than
changes in the ordinary course of business, none of which has been materially
adverse. There has not been any damage, destruction, or loss to the Property,
whether or not covered by insurance, materially and adversely affecting the
Property or the business conducted on, or to be conducted on, the Property or
which would prevent Purchaser from commencing, in the normal course of business,
operations of its business at the facilities on the Property. Notwithstanding
the foregoing, if (i) the Property has been damaged, (ii) such damage will not
cost in excess of $50,000 to repair, and (iii) such damage is fully covered by
insurance, Purchaser shall have no right to terminate this Agreement if Seller
assigns to Purchaser at Closing the proceeds of any insurance policy covering
such damages and pays to Purchaser at Closing the full amount of the deductible
under that policy (but in no event an amount in excess of the amount to repair
the damage), if any, unless such damage or destruction would prevent or delay
Purchaser from commencing, in the normal course of business, its operations at
the facilities on the property. If within one hundred eighty (180) days
subsequent to Closing Purchaser is unable to collect the full amount of the
damages from the insurance company (without any obligation to incur cost or file
a lawsuit to collect such amounts) Seller shall immediately pay to Purchaser the
unpaid portion of the damages. In the event Seller pays to Purchaser the unpaid
portion of the damages, Purchaser shall concurrently reassign the insurance
proceeds to Seller. There has not been (i) any declaration, or setting aside, or
payment of any dividend or other distribution in respect of the Shares (whether
in cash or in kind), or any direct or indirect redemption, purchase, or other
acquisition of any of the Shares; (ii) any increase in the compensation payable
or to become payable by the Company to any of its officers, employees, or
agents, or any bonus payment or arrangement made to or with any of them; or
(iii) any labor trouble, or any event or condition of any character, adversely
affecting the Company's business or prospects.

         III.10   TAXES.

                  (a) All Federal, state, local, territorial and foreign tax
         returns, reports, declarations, information statements and estimates
         (collectively, "Returns") have been timely filed for the Company for
         all periods which are required to be filed by it and the Company has
         paid all Taxes shown as payable by the Company on those Returns when
         and as required by law. For purposes of this Agreement, the term
         "Taxes" includes, without limitation, all taxes however denominated,
         including any interest, penalties and other additions to tax including
         income, real and personal property, payroll, employee withholding,
         unemployment insurance, social security, sales, use, ad valorem,
         excise, franchise, gross receipts, business license, occupation,
         pari-mutuel, stamp, environmental, transfer, workers' compensation,
         Pension Benefit Guaranty Corporation premiums and other governmental
         charges. All Returns required to be filed by the Company were true,
         correct and complete.

                  (b) No Returns are currently under any examination by the
         Internal Revenue Service ("IRS"), or any state, local or municipal tax
         authority having jurisdiction thereof, and, to the best knowledge of
         Seller, no items of revenue, cost or expense have been treated in a
         manner inconsistent with the prior years' Returns of the Company and/or
         any employee benefit plan of the Company which is not accordance with
         the provisions of the Internal Revenue Code of 1986, as amended (the
         "Code"), Treasury Regulations, and/or related state authorities which
         could result in additional Tax to the Company. Any additional Tax
         liability asserted by the IRS or by the State of Texas or other taxing
         authority as a result of any examinations has been paid unless
         contested and disclosed to Purchaser in writing.

                  (c) The provisions for Taxes, if shown on the Financial
         Statements, are adequate to cover the liabilities of the Company for
         all Taxes to the date thereof. All withholding taxes or other Taxes the
         Company is obligated to collect have been withheld or collected.

                  (d) At the Closing there will be no liens on any of the assets
         of the Company including, without limitation, the Property with respect
         to Taxes, other than liens for Taxes not yet due and payable or for
         Taxes that the Company is contesting in good faith through appropriate
         proceedings and for which appropriate reserves have been established.

                  (e) The Company has never been a member of an affiliated group
         filing consolidated returns other than a group for which the Company is
         currently a member. Neither the Company nor any member of the Company's
         group does business in or derived income from any state, local,
         territorial or foreign taxing jurisdiction other than those for which
         all Returns have been furnished to Purchaser.

                  (f) There is no tax audit in process, pending or threatened
         (either in writing or verbally, formally or informally). No tax
         deficiencies exist or have been asserted or expect to be asserted with
         respect to the Company or the Property and no notice has been delivered
         or is expected to be delivered stating that the Company or the Property
         has not filed a Return or paid any Taxes required to be filed or paid
         by it. No waiver or extension of any statute of limitations is in
         effect with respect to Taxes or Returns of the Company. The Company has
         disclosed on its federal income tax returns all positions taken in
         those returns that could give rise to substantial understatement
         penalty within the meaning of Section 6662 of the Code.

                  (g) The Company is currently a party to a tax sharing
         agreement and covenants to cancel such agreement prior to the Closing
         Date; the Company has not assumed the liability of any other person
         under contract.

                  (h) The Company is not a party to any safe harbor lease within
         the meaning of Section 168(f)(8) of the Code. The Company is not and
         has not been a United States real property holding corporation within
         the meaning of Section 897(c)(2) of the Code and Seller is not subject
         to withholding tax on the sale of the stock of the Company by reason of
         Section 1445 of the Code. Neither Seller nor the Company is a foreign
         person (as that term is defined in Section 1445 of the Code). Seller
         and the Company have not agreed, nor are they required to make any
         adjustment under Section 481(a) of the Code by reason of a change in
         accounting method or otherwise.

         III.11 TITLE TO REAL PROPERTY. The Company owns fee simple title to
real property described on Exhibit "A" to this Agreement (the "Property") free
and clear of any liens, claims, charges, options or other encumbrances, subject
only to the matters that are listed on Exhibit "B" to this Agreement. Seller
hereby warrants and defends title to the Property.

         III.12 TITLE TO PERSONAL PROPERTY. The Company has good and marketable
title to all personal property described on Exhibit "A-1" to this Agreement and
all other equipment and personal property located in, on or used in connection
with the Property (the "Personal Property"), free and clear of any liens,
claims, charges, options or other encumbrances. There are no financing
statements filed or signed which list the Company as debtor and no agreements
exist authorizing or permitting any person to sign or file any such statements.
Seller hereby warrants and defends the title to the Personal Property.

         III.13 REPRESENTATIONS REGARDING THE PROPERTY AND PERSONAL PROPERTY.
Seller makes the following representations to Purchaser regarding the Property
and the Personal Property:

                (a) Claims. Other than the lease agreement set forth on
         Schedule 10, the Property and the Personal Property are not subject to
         any prior lease or claims of parties in possession or claims for unpaid
         labor or materials.

                (b) Condemnation. There is no pending or threatened
         condemnation action or agreement in lieu thereof which affects the
         Property. There are no monetary liens or encumbrances (except the
         Permitted Exceptions) upon the Property or the Personal Property.

                (c) Zoning. Seller has no knowledge of any fact, action or
         proceeding, whether actual, pending or threatened, which could result
         in the modification or termination of the present zoning classification
         of the Property, or the termination of full, free and adequate access
         to and from the Property from all adjoining public highways and roads.

                (d) Improvements. To Seller's knowledge, the existing
         improvements and utilities on the Property are in full compliance with
         all applicable building, health and zoning laws and ordinances,
         including, without limitation, the Americans with Disabilities Act and
         the Texas Architectural Barriers Act. To Seller's knowledge, there is
         no latent or material structural defects in the Property.

                (e) Notices.  Seller has not received any notice from any
         governmental authority having jurisdiction over the Property requiring
         or specifying any work to be done on or to the Property.

                (f) Interference With Use. Seller has no knowledge of any
         existing, threatened or contemplated actions, circumstances or
         conditions (including, but not limited to subsurface conditions) which
         would materially interfere with the use of the Property for the
         purposes for which it is intended to be used.

                (g) Taxes. All ad valorem real and personal property taxes,
         excise taxes, income taxes and sales and use taxes applicable to the
         Property and the Personal Property have been paid in full, except for
         taxes not yet due and payable.

                (h) Books and Records.  All books, records, financial statements
         and other such information provided by Seller to Purchaser are true
         and correct.

                (i) Fitness. Seller makes no warranty of fitness, express or
         implied, as to the Personal Property. Except as noted on Exhibit A-1,
         Seller has no actual knowledge as to the fitness of any of the Personal
         Property, and undertakes no obligation to investigate such Personal
         Property.

         III.14 ADDITIONAL AGREEMENTS. Except as specifically described and
disclosed in this Agreement, the Company is not a party to any written or oral:
(a) sales, agency distribution or advertising contract; (b) contract with a
labor organization; (c) continuing contract for the future purchase of services,
materials, supplies, or equipment in excess of the requirements of its business
now booked or for normal operating inventories; (d) lease under which it is a
lessor or lessee; (e) pension, profit sharing, retirement, bonus,
hospitalization, insurance or similar plans or practices, formal or informal, in
effect with respect to its employees or others; (f) contract or agreement of any
other nature with any current or former officer, director, shareholder, or
employee of the Company, including any related party to such person; (g) power
of attorney; or (h) contract or commitment not elsewhere disclosed in this
Agreement; provided, however that if any contract or commitment exists which has
not been disclosed herein, Seller shall terminate such contract or commitment
prior to or at Closing.

         III.15 SCHEDULES. Seller hereby represents that the following schedules
attached to this Agreement are true and correct in all material respects:

                Schedule 1. Schedule 1 contains a list and description of all
         franchises, business licenses, permits, certificates or any evidence or
         governmental approvals which are held by the Company or any of their
         employees for the benefit of the Company (and any pending applications
         for any of the foregoing).

                Schedule 2. Schedule 2 contains a list and description of all
         litigation and arbitration, which to Seller's knowledge the Company has
         been named a party during the five (5) years preceding the date of this
         Agreement, and a list and brief description of all pending or
         threatened litigation or administrative or governmental proceedings to
         which the Company may become a party, or by which its assets,
         operations, or franchises may be affected.

                Schedule 3. Schedule 3 contains a list and description of
         Company's pension, profit sharing, retirement or other obligations
         relating to former employees of the Company. Upon request by Purchaser,
         Seller agrees to furnish Purchaser with copies of such items. As of the
         date of this Agreement, the Company has no employees.

                Schedule 4. Schedule 4 contains a list of all bank accounts,
         including current balances, safe deposit boxes, and securities owned by
         the Company and investments of the Company and amounts thereof,
         accompanied by a list of names of all persons authorized to draw
         thereon or to have access thereto.

                Schedule 5. Schedule 5 contains a list of all trademarks,
         service marks, trade names, copyrights, trade secrets, and similar
         rights, names, assumed names, or marks or any other intangible assets
         used by the Company.

                Schedule 6. Schedule 6 contains a list of any and all reports
         filed by the Company with any federal, state or local administrative or
         governmental agency, including without limitation, the Commission, the
         Texas Alcoholic Beverage Commission, the Bureau of Alcohol, Tobacco and
         Firearms, the Environmental Protection Agency and the Occupational
         Safety and Health Administration, and a copy of any communications
         received by the Company from such agencies.

                Schedule 7. Schedule 7 contains a list of any and all Returns
         (including, but not limited to, Returns of any employee benefit plan of
         the Company) of the Company, including all schedules and attachments
         thereto, for the immediately preceding five (5) years. Copies of all
         such Returns have been delivered to Purchaser prior to Closing.

                Schedule 8. Schedule 8 sets forth the name and jurisdiction of
         incorporation of the Company, the number of Shares of authorized,
         issued and outstanding capital stock of each class of capital stock of
         the Company and the record and beneficial owner of all of the
         outstanding shares of capital stock of the Company (free and clear of
         any restrictions on transfer, taxes, security interests, options,
         warrants, purchase rights, contracts, commitments, equities, claims,
         and demands. All of the issued and outstanding shares of capital stock
         of the Company have been duly authorized and are validly issued, fully
         paid, and nonassessable.

                Schedule 9. Schedule 9 contains a list of all of the financial
         statements relating to the Company that have been delivered to
         Purchaser.

                Schedule 10. Schedule 10 contains a list of written agreements
         to which the Company is a party.

                Schedule 11. Schedule 11 sets forth the allocation of the
         Purchase Price among the assets of the Company that are deemed to have
         been acquired pursuant to Section 338(h)(10) of the Code or state law
         equivalent.

                Schedule 12. Schedule 12 contains a list of liens to be
         released.

         The information furnished by Seller to Purchaser in accordance with
this Section 3.15 was prepared by Seller after diligent investigation, and
Seller knows of nothing which would result in any adverse change in that
information.

         III.16 LITIGATION. To Seller's knowledge, except as set forth in
Schedule 2, there are no actions, suits, proceedings, or investigations pending
or threatened against or affecting the Company or the Property, at law or in
equity or before or by any federal, state, municipal or other governmental
department, commission, board, agency or instrumentality. To Seller's knowledge,
the Company is not in default with respect to any writ, injunction or decree of
any court or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality. To Seller's knowledge, the
Company is not a party to or subject to any judgment, order or decree entered in
any action or proceeding brought by any governmental agency or any other party
against the Company, enjoining it in respect of, or the effect of which is to
limit, restrict, regulate or prohibit, any business practice or the conduct of
business or the acquisition of any property. To Seller's knowledge, there are no
actions, suits, proceedings or claims pending or threatened against Seller with
respect to or in any manner affecting the ownership of the Shares, or where any
unfavorable ruling, decision or finding would render unlawful or otherwise
adversely affect the consummation of the transactions contemplated by this
Agreement.

         III.17 ENFORCEABILITY OF AGREEMENT. Seller has all requisite power,
authority and capacity to enter into this Agreement and to perform its
obligations under this Agreement. This Agreement constitutes a valid and legally
binding obligation of Seller, enforceable in accordance with its terms. Neither
the execution and delivery of this Agreement nor the performance of this
Agreement will constitute or result in the breach of any term, condition or
provision of, or constitute a default under, any material agreement or other
instrument to which Seller or the Company is a party, or under any law,
regulation, judgment or order binding upon Seller or the Company, or result in
the creation of any lien, charge or encumbrance against the Shares.

         III.18 NO DEFAULTS. The Company has performed all obligations required
to be performed by it to date and is not in default, in any material respect,
under any of the agreements, contracts, or other documents to which it is a
party, nor has there occurred any event that with notice or the lapse of time or
both would constitute a material default under such agreements, contracts or
other documents. Neither Seller nor the Company is a party to any contract or
agreement affecting the Shares which is nonassignable, prevents or places
restrictions on Seller's ability to sell the Shares or which will be adversely
affected by the sale of the Shares.

         III.19 LIABILITIES. There are no liabilities of the Company of any
kind, whether or not accrued or contingent and whether or not determined or
determinable, other than liabilities disclosed to Purchaser in this Agreement.

         III.20 INSURANCE. All of the insurance policies carried for the benefit
of the Company are in full force and effect and Seller and the Company have no
knowledge of any threat by an insurance carrier to terminate any of the
insurance policies now held for the benefit of the Company or increase any
premiums in respect thereof, nor has the Company failed to comply with any
material conditions contained in those policies. The Company is insured with
respect to loss or damage to buildings, equipment and inventory, public
liability, products liability, and all other risks normally insured against by
companies similarly situated.

         III.21 CORPORATE RECORDS. True and correct copies of the Articles of
Incorporation and any amendments thereto and the Bylaws of the Company or any
predecessor to the Company have been delivered to Purchaser prior to the
execution of this Agreement. The corporate minute books of the Company will be
brought current as of the date of this Agreement and will be delivered to the
transferee of the Shares. The minute books will contain the minutes of all of
the meetings of the directors and shareholders of the Company which have been
held. In addition, the minute books accurately reflect the current officers and
directors of the Company.

         III.22 ACCURACY OF REPRESENTATIONS, WARRANTIES AND COVENANTS. To
Seller's knowledge, no representation, warranty or covenant made by Seller in or
pursuant to this Agreement contains or will at the Closing contain any untrue
statement of a material fact or omits or will omit to state any material fact
necessary to make such representation, warranty or statement not misleading, in
light of the circumstances in which it was made.

         III.23 LEGAL COMPLIANCE. The Company has complied with all applicable
laws (including rules, regulations, codes, plans, injunctions, judgments,
orders, decrees, rulings, and charges thereunder) of federal, state, local, and
foreign governments (and all agencies thereof), and to Seller's knowledge, no
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against any of them alleging any
failure to so comply.

         III.24 KNOWLEDGE. For purposes of determining under this Article III
whether Seller and/or the Company knows of any facts, events, conditions or
circumstances relating to the subject matter of the representations and
warranties contained in this Article III, Seller and/or the Company shall be
deemed to have knowledge of the facts, events, conditions and circumstances
actually known on or before the date hereof by any of the following officers of
Seller and the Company: John M. Swiatek, William McLaughlin, George P. Harbison
or Glenn R. Zeringue.

         III.25 MATERIALITY. To the extent Seller is not in material breach of
any of the representations and warranties set forth in Sections 3.8 and 3.19,
Purchaser shall not be entitled to terminate this Agreement, provided that
Seller cures such breach at or before Closing, or provides reasonably adequate
assurances that the curative measures will be accomplished in a commercially
reasonable period of time. Material, as defined in this Section 3.25 shall mean
damages not to exceed $50,000.

             ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents and warrants to Seller as follows:

         IV.1 ORGANIZATION AND GOOD STANDING. Purchaser is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Texas. Purchaser is duly qualified to do business and is in good
standing in the State of Texas. Purchaser has the requisite partnership power
and authority to carry on its business as now being conducted and to execute and
deliver and perform its obligations under this Agreement.

         IV.2 NECESSARY ACTIONS; BINDING EFFECT. To Purchaser's knowledge,
Purchaser has taken all partnership action necessary to authorize its execution
and delivery of, and the performance of its obligations under, this Agreement.
This Agreement constitutes a valid obligation of Purchaser that is legally
binding on and enforceable against Purchaser in accordance with its terms,
except as such enforceability may be limited by (i) bankruptcy, insolvency,
moratorium or other similar laws affecting creditors' rights, and (ii) general
principles of equity relating to the availability of equitable remedies
(regardless of whether the Agreement is sought to be enforced in a proceeding at
law or in equity).

         IV.3 CERTAIN PROCEEDINGS. To Purchaser's knowledge, there is no pending
proceeding that has been commenced against Purchaser and that challenges, or may
have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the contemplated transactions. To Purchaser's
knowledge, no such proceeding has been threatened.

         IV.4 NO CONFLICTS. To Purchaser's knowledge, neither the execution and
delivery of this Agreement by Purchaser or the performance by Purchaser of its
obligations hereunder nor the consummation of the transactions contemplated
hereby, will result in any of the following: (a) a default or an event that,
with notice or lapse of time, or both, would constitute a default, breach or
violation of any provision of the Articles of Incorporation or Bylaws of
Purchaser; or (b) a violation or breach of any writ, injunction or decree of any
court or governmental instrumentality applicable to Purchaser or by which any of
its properties is bound or any laws or regulations applicable to Purchaser,
where the violation would have a material adverse effect on Purchaser.

         IV.5 DISCLOSURE. To Purchaser's knowledge, none of the representations
or warranties of Purchaser contained herein or in any certificate furnished or
to be furnished pursuant hereto, contains any statement of a material fact that
was untrue when made or omits to state any material fact necessary to make the
statements of fact contained herein or therein not misleading in any material
respect.

         IV.6 CONSENTS AND APPROVALS. To Purchaser's knowledge, except for the
approval of the Commission as provided in Article IX, no consent, approval,
order or authorization of, or registration, declaration or filing with, any
person or entity or any court, administrative agency or commission or other
governmental authority or instrumentality is required by or with respect to
Purchaser in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.

         IV.7 INVESTMENT INTENT. Purchaser is acquiring the Shares for its own
account and not with a view to their distribution within the meaning of Section
2(11) of Securities Act of 1933, as amended (the "Securities Act").

         IV.8 KNOWLEDGE. For purposes of determining under this Article IV
whether Purchaser knows of any facts, events, conditions or circumstances
relating to the subject matter of the representations and warranties contained
in this Article IV, Purchaser shall be deemed to have knowledge of the facts,
events, conditions and circumstances actually known on or before the date hereof
by any of the following officers of Purchaser: Robert L. Bork and Michael J.
Vitek.

                             ARTICLE V. TAX MATTERS

         V.1  SECTION 338(H)(10).

              (a) Election. Upon the request of Seller, Seller and Purchaser
         shall make a joint election under Section 338(h)(10) of the Code with
         respect to the purchase of the Shares and under any similar provisions
         of state law. Seller represents that its sale of the Shares is eligible
         for, and Purchaser represents that it is qualified to make, such
         election. Seller and Purchaser agree to prepare and file IRS Form 8023,
         required schedules thereto, and any similar state forms in a timely
         fashion in accordance with the rules under Section 338 of the Code or
         under a similar provision of state law, as the case may be. If any
         changes are required in these forms subsequent to their filing, the
         parties will promptly agree on such changes.

              (b) Allocation of Purchase Price. If the election contemplated
         in Section 5.1(a) hereof is made, Seller and Purchaser agree that
         Schedule 11 accurately reflects the parties' allocation of the Purchase
         Price among the assets of the Company that are deemed to have been
         acquired pursuant to Section 338(h)(10) of the Code or state law
         equivalent. Purchaser and Seller shall use the asset values determined
         from such allocation for purposes of all reports and returns with
         respect to Taxes, including IRS Form 8594 or any equivalent statement.

              (c) Amendments. Purchaser agrees that it shall not make any
         amendment to any federal income Tax Return of the Company for any
         period ending before Closing (or to any state Tax return that computes
         a tax liability by reference to amounts shown on the Company's federal
         income Tax Return for any such period) without the written consent of
         Seller.

              (d)      Taxes  Relating to Election.  Seller shall pay any and
         all Taxes arising from or relating to an election made under Section
         338(h)(10) of the Code.

                  ARTICLE VI. COVENANTS OF PURCHASER AND SELLER

         VI.1   SELLER'S COVENANTS.  Seller covenants and agrees that between
the date of this Agreement and the Closing:

                (a) Actions. Neither Seller nor the Company shall take any
         action which would cause any conditions precedent to any obligations
         under this Agreement not to be fulfilled, including, without
         limitation, taking, causing to be taken, or permitting to be taken or
         to exist any action, condition or thing which would cause the
         representations and warranties made by Seller in Article III above not
         to be materially true, correct and accurate as of the Closing.

                (b) Filings. Seller shall promptly file or submit and
         diligently prosecute any and all applications or notices with public
         authorities, federal, state or local, domestic or foreign, and all
         other requests for approvals to any private persons or entities, the
         filing or granting of which is necessary for the consummation of the
         sale of the Shares in accordance with this Agreement to the extent
         Seller is obligated hereunder.

                (c) No Liens. Seller and the Company shall not mortgage,
         pledge or subject to lien, charge, security agreement or any
         encumbrance, the Shares or any interest therein or the Property, or
         sell, lease, transfer or dispose of the Property or any of the Shares
         or any interest therein.

                (d) Preparation of Returns and Payment of Taxes. Seller shall
         cause the Company to prepare and timely file all Returns of the Company
         and amendments thereto required to be filed by them for tax periods
         which end on or before the Closing Date. Purchaser shall have a
         reasonable opportunity to review all Returns and amendments thereto.
         Seller shall cause the Company to pay and discharge all Taxes against
         it or any of its properties or assets, and all liabilities at any time
         existing, before they become delinquent and before penalties accrue,
         except to the extent and as long as: (a) they are being contested in
         good faith and by appropriate proceedings pursued diligently and in a
         manner so as not to cause any material adverse effect upon the
         condition (financial or otherwise) or operations of the Company; and
         (b) the Company shall have set aside on its books reserves (segregated
         to the extent required by sound accounting practice) in the amount of
         the demanded principal imposition (together with interest and penalties
         relating thereto, if any).

                (e) Access to Records. Between the date of this Agreement and
         the Closing Date, Seller shall give Purchaser and its authorized
         representatives full access to all properties, books, records and
         Returns of or relating to the Company and the Company's assets, whether
         in possession of Seller or third-party professional advisors or
         representatives in order that Purchaser may have full opportunity to
         make such investigations as it shall desire to make of the affairs of
         the Company. Seller shall ensure that all third-party advisors and
         representatives of Seller, including without limitation accountants and
         attorneys, fully cooperate and be available to Purchaser in connection
         with such investigation.

                (f) Certification of Non-Foreign Status. Seller shall furnish
         to Purchaser on or before the Closing Date a certification of Seller's
         non-foreign status as set forth in Treasury Regulation 1.1445-2(b).

                (g) Payment of Taxes; Prorations. Seller shall pay all taxes
         as they come due relating to the Property and the Personal Property.
         Upon the Closing Date, any unpaid real estate taxes and assessments for
         the current calendar year, personal property taxes, utility charges,
         and other normal and recurring costs and expenses attributable to the
         Property and Personal Property shall be prorated between the parties as
         of the Closing Date. Taxes for any period less than a year shall be
         prorated on a daily basis. Purchaser shall be given a credit against
         the Purchase Price in an amount equal to Seller's portion of the
         prorated taxes.

                (h) Conditions Precedent. Seller shall take all reasonable
         steps which are within its power to cause to be fulfilled those of the
         conditions precedent to Purchaser's obligations to consummate the
         transactions contemplated hereby which are dependent upon the actions
         of Seller.

         VI.2 PURCHASER'S COVENANTS. As promptly as practicable after the date
of the execution of this Agreement, Purchaser will make all filings required by
legal requirements to consummate the contemplated transactions to the extent
Purchaser is obligated hereunder. Between the date of this Agreement and the
Closing Date, Purchaser will cooperate with Seller with respect to all filings
that Seller is required to make in connection with the contemplated
transactions.

               ARTICLE VII. CONDITIONS TO OBLIGATIONS OF PURCHASER

         The obligations of Purchaser to consummate the transactions
contemplated hereby shall be subject to the following conditions:

         VII.1 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. At the Closing,
all material representations and warranties of Seller contained herein shall
have been true on the date hereof and shall be true and correct as of the
Closing as if made for the first time as of the Closing; and Seller shall have
performed all obligations and complied with all covenants required by this
Agreement to be performed or complied with by Seller prior to the Closing.
Purchaser shall have been furnished with a certificate, signed by Seller and
dated as of the Closing, to the foregoing effect.

         VII.2 OPINION OF SELLER AND THE COMPANY. Seller shall have delivered to
Purchaser an opinion of counsel to both Seller and the Company, dated the
Closing Date, that the Company's corporate existence, good standing, and
authorized and issued stock are as stated in Article III, that Seller has the
authorization and power to transfer the Shares, that the form of the release of
the liens set forth on Schedule 12 is in the form sufficient to release said
liens, is enforceable and that such releases have been validly executed and
delivered.

         VII.3 ABSTRACTOR'S CERTIFICATE. Seller shall deliver to Purchaser on or
before the Closing Date an Abstractor's Certificate containing the following
exceptions, and none other: (1) standby fees and taxes for the year of the
Closing and subsequent years; and (2) other matters as shown on Exhibit "B"
attached to this Agreement (collectively the "Permitted Exceptions").

         VII.4 ENVIRONMENTAL AGREEMENT. Seller shall deliver to Purchaser the
Environmental Agreement attached to this Agreement as Exhibit "C"
("Environmental Agreement") executed by Seller.

         VII.5 COMMISSION APPROVAL.  The Commission shall have given the
approval required in Article IX.

         VII.6 DELIVERY OF PROPERTY. At the Closing, Seller shall deliver to
Purchaser all Personal Property, including without limitation, books, records
and Returns of the Company, and all keys and combinations to all locks in the
improvements.

                ARTICLE VIII. CONDITIONS TO OBLIGATIONS OF SELLER

         The obligations of Seller to consummate the transactions contemplated
hereby shall be subject to the following conditions:

         VIII.1 REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. At the Closing,
all material representations and warranties of Purchaser contained herein shall
have been true on the date hereof and shall be true and correct as of the
Closing as if made for the first time as of the Closing; and Purchaser shall
have performed all obligations and complied with all covenants required by this
Agreement to be performed or complied with by Purchaser prior to the Closing.
Seller shall have been furnished with a certificate, signed by Purchaser and
dated as of the Closing, to the foregoing effect.

         VIII.2 DELIVERY OF PURCHASE PRICE FOR THE SHARES. The Purchase Price
shall be delivered to Seller in cash, or cash equivalent, at the Closing.

         VIII.3 DISMISSAL OF SUIT.  Purchaser shall deliver to Seller an agreed
order of dismissal with prejudice of the civil action entitled SHRP Valley,
LLC v. Ladbroke Racing Corporation, et. al., cause no. 99-11-4702-D filed in
the 103rd Judicial District Court in Cameron County, Texas.

         VIII.4 ENVIRONMENTAL AGREEMENT.  Purchaser shall deliver to Seller the
Environmental Agreement executed by Purchaser.

         VIII.5 LICENSING FEE. Seller shall pay prior to Closing the unpaid
portion of the annual payment due for inactive greyhound racetracks to the
Commission on the Company's Greyhound Racing License attached as Exhibit "D" to
this Agreement (the "License") for the licensing period from and after January
1, 2000, such liability not to exceed the aggregate sum of $18,750; provided
that Purchaser shall have full liability for any fees due the Commission on
account of any change in the status of the License from its current inactive
status.

         VIII.6 COMPANY NAME. Prior to or contemporaneously with Closing, the
Company shall be renamed to a name approved by Purchaser, but such new name
shall not include "Ladbroke" or "Ladbrokes".

                              ARTICLE IX. APPROVAL

         Seller and Purchaser shall each use their best efforts to obtain
approval of this Agreement by the Commission and the issuance by the Commission
of a resolution evidencing its determination that Purchaser is authorized to
exercise all of the rights under the License, that the License is in full force
and effect such that Purchaser shall be entitled, as the transferee of the
Shares, to continue all operations authorized under the License as a dog racing
facility. In the event this approval is not obtained, either Party may terminate
this Agreement within fifteen (15) days after receiving written notice that the
approval cannot be obtained.

                     ARTICLE X. TERMINATION AND ABANDONMENT

         X.1 METHODS OF TERMINATION. This Agreement may be terminated and the
purchase and sale of the Shares herein contemplated may be abandoned at any time
but not later than the Closing Date:

             (a) By mutual written consent of Seller and Purchaser;

             (b) By either Purchaser or Seller if a material breach of any
         provision of this Agreement has been committed by the other Party and
         such breach has not been waived or cured within a period of ten (10)
         days after receipt of written notice of such material breach; provided,
         however, if such breach is not capable of being cured within a ten (10)
         day period, and further provided that the Party in breach shall have
         commenced all reasonable steps to cure such breach, the cure period
         shall be extended as reasonably necessary to allow the Party to cure
         such breach, but not more than thirty (30) days without the written
         consent of both Parties hereto; or

             (c) By any Party, if the Closing has not occurred by March 31,
         2000; provided, that the Party so terminating is not in breach of any
         of its material obligations under this Agreement.

         X.2 PROCEDURE UPON TERMINATION.

             (a) In the event of termination and abandonment by Purchaser
         or by Seller, or both, pursuant to Section 10.1 hereof, written notice
         thereof shall forthwith be given to the other Party or Parties and to
         the Escrow Agent. If this Agreement is terminated as provided herein:

                      (i) Each Party will redeliver all documents,
              workpapers and other material of any other Party relating to
              the transactions contemplated hereby, whether so obtained
              before or after the execution hereof, to the Party furnishing
              the same;

                       (ii) The Parties shall be relieved of any obligation
              to sell or purchase the Shares, but none of the Parties shall
              be relieved of any liability for any material breach or
              default under this Agreement.

             (b) If this Agreement is validly terminated by Seller in
         accordance with Section 10.1(b), Seller shall be entitled either (i) to
         the Earnest Money as liquidated damages; or (ii) to enforce specific
         performance of this Agreement by Purchaser. Purchaser shall be entitled
         to the Earnest Money if this Agreement is validly terminated in
         accordance with Sections 10.1(a), 10.1(c), or by Purchaser in
         accordance with Section 10.1(b). If this Agreement is validly
         terminated by Purchaser in accordance with Section 10.1(b), Purchaser
         shall be entitled to exercise all remedies available to it at law or in
         equity or enforce specific performance of the Agreement.

                            ARTICLE XI. MISCELLANEOUS

         XI.1 NOTICES. Any notice, request, instruction or other document to be
given under this Agreement after the date hereof by any Party hereto to any
other Party hereto shall be in writing and shall be delivered personally against
a written receipt therefor, or sent by registered or certified mail, postage
prepaid, return receipt requested, and addressed to the proper Party at the
addresses shown below, or at such other address or person as any Party may
hereafter designate by written notice to the other Party in accordance herewith.
The date of mailing of any notice in accordance with this paragraph shall be
deemed to be the date of such notice and notice shall be effective from such
date.

         PURCHASER:                 Sam Houston Race Park, Ltd.
                                    P.O. Box 2323
                                    7575 N. Sam Houston Parkway West
                                    Houston, Texas  77252-2323
                                    Attn:  Robert L. Bork

         with copy to:              David Suson
                                    MAXXAM, Inc.
                                    5847 San Felipe, Suite 2600
                                    Houston, Texas 77007

         SELLER:                    Ladbroke Racing Corporation
                                    375 Southpointe Boulevard
                                    Suite 150
                                    Canonsburg, Pennsylvania 15317
                                    Attn:  John M. Swiatek

         with copy to:              Winstead Sechrest & Minick, P.C.
                                    100 Congress Avenue
                                    Suite 800
                                    Austin, Texas 78701
                                    Attn:  Timothy E. Young

         XI.2 EXPENSES AND FINDERS FEE. Seller and Purchaser shall each bear
their own expenses incurred in connection with this Agreement and with the
performance of their obligations under this Agreement. Seller and Purchaser each
represent to each other that no third person has brought the parties together or
is otherwise entitled to compensation in connection with this transaction.
Accordingly, each of the parties hereto shall indemnify the other for any
liability to any broker, finder or other third party for any fees in connection
with the transaction contemplated in this Agreement resulting from that Party's
actions in connection with this Agreement.

         XI.3 INDEMNIFICATION OF PURCHASER. Effective as of the Closing Date and
notwithstanding any investigation of the assets, properties, books, records and
business of the Company made by or an behalf of Purchaser prior to the Closing,
Seller hereby indemnifies Purchaser and shall hold Purchaser harmless from and
against all damages, losses, claims, liabilities and expenses, including
attorneys' fees, caused by or arising out of (i) all liabilities of the Company
of any nature, including, without limitation, any claims or demands of a
tortuous nature, whether accrued, absolute, contingent, or otherwise known or
unknown which arose in whole or in part prior to and including the Closing Date,
including, without limitation, any tax liabilities accrued in respect of, or
measured by the Company's income up to and including the Closing Date, or
arising out of transactions entered into, or any state of facts arising, prior
to and including the Closing Date; (ii) all liabilities of, or claims against,
the Company or the Property arising out of the conduct of the Company's business
prior to and including the Closing Date; (iii) any damage or deficiency
resulting from any misrepresentation, breach of warranty, nonfulfillment of any
agreement on the part of Seller and/or the Company under this Agreement, or from
any misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished to Purchaser hereunder; (iv) failure of the
representations, warranties and covenants given by Seller in this Agreement to
be true and correct; and (v) all actions, suits, proceedings, demands,
assessments, judgments, costs, and expenses incident to any of the foregoing,
including the Company's gross negligence or intentional misconduct relating to
the License or operations of the racing facility on the Property.
Notwithstanding the foregoing and the provisions of Section 11.7, any
indemnification relating to environmental issues shall be controlled solely by
the Environmental Agreement. The total aggregate liability of Seller for all
claims that may arise under Section 11.3 and under the Environmental Agreement
will not exceed $2,350,000.

         XI.4 INDEMNIFICATION OF SELLER. Effective as of the Closing Date,
Purchaser hereby indemnifies Seller and shall hold Seller harmless from and
against all damages, losses, claims, liabilities and expenses, including
attorneys' fees, caused by or arising out of (i) all liabilities of the Company
of any nature, including, without limitation, any claims or demands of a
tortuous nature, whether accrued, absolute, contingent, or otherwise known or
unknown which arise in whole or in part from and after the Closing Date,
including, without limitation, any tax liabilities accrued in respect of, or
measured by the Company's income from and after the Closing Date, or arising out
of transactions entered into, or any state of facts arising, from and after the
Closing Date; (ii) all liabilities of, or claims against, the Company or the
Property arising out of the conduct of the Company's business from and after the
Closing Date; (iii) any damage or deficiency resulting from any
misrepresentation, breach of warranty, nonfulfillment of any agreement on the
part of Purchaser under this Agreement, or from any misrepresentation in or
omission from any certificate or other instrument furnished or to be furnished
to Seller hereunder; (iv) failure of the representations, warranties and
covenants given by Purchaser in this Agreement to be true and correct; and (v)
all actions, suits, proceedings, demands, assessments, judgments, costs and
expenses incident to any of the foregoing. The total aggregate liability of
Purchaser for all claims that may arise under Section 11.4 will not exceed
$500,000.


         XI.5 DEFENSE OF CLAIMS; NOTICE. Promptly after receipt by an
indemnified Party under Sections 11.3 or 11.4 of notice of commencement of any
action, such indemnified Party will, if a claim in respect thereof is to be made
by the indemnified Party against the indemnifying Party under Sections 11.3 or
11.4, notify the indemnifying Party in writing of the commencement thereof; but
the failure so to notify the indemnifying Party (i) will not relieve it from any
liability under Sections 11.3 or 11.4 unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying Party of substantial rights and defenses, and (ii) will not, in any
event, relieve the indemnifying Party from any obligations to any indemnified
Party other than the indemnification obligations provided in Sections 11.3 or
11.4. The indemnifying Party shall appoint counsel of the indemnifying Party's
choice at the indemnifying Party's expense to represent the indemnified Party in
any action for which indemnification is sought; provided, however, that such
counsel shall be reasonably satisfactory to the indemnified Party.
Notwithstanding the foregoing, the indemnified Party shall have the right to
employ separate counsel and the indemnifying Party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying Party to represent the indemnified Party would
present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified Party
and the indemnifying Party, and the indemnified Party shall have reasonably
concluded that there may be legal defenses available to it which are different
from or additional to those available to the indemnifying Party, (iii) the
indemnifying Party will not have employed counsel reasonably satisfactory to the
indemnified Party to represent the indemnified Party within a reasonable time
after notice of the institution of such action, or (iv) the indemnifying Party
shall authorize the indemnified Party to employ separate counsel at the expense
of the indemnifying Party. The indemnifying Party shall have full control of
such defense and proceedings, including any compromise or settlement thereof.
The indemnified Party shall reasonably cooperate with the indemnifying Party and
its counsel in defending such claims. Notwithstanding the foregoing, an
indemnifying Party shall not, without the prior written consent of the
indemnified Party, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding, in
respect of which indemnification may be sought hereunder (whether or not the
indemnified Party is an actual or potential party to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of the indemnified Party from all liability arising out of such claim, action,
suit or proceeding. The provisions of this Section 11.5 shall survive any
termination or expiration of this Agreement, whether by lapse of time or
otherwise, and shall be binding upon the Parties hereto and their respective
successors and assigns.

         XI.6 EXPIRATION OF INDEMNIFICATION. The Parties' indemnification
obligations as set for in Sections 11.3 and 11.4 shall be coterminous with the
indemnity obligations of the Parties as set forth in the Environmental Agreement
and shall automatically expire as set forth therein.

         XI.7 EXCLUSIVE REMEDY. Except for claims arising as a result of fraud
or other intentional misconduct, the indemnification provisions of Sections 11.3
and 11.4 set forth the exclusive remedy under this Agreement for claims arising
thereunder. Each of the Parties hereby waives, to the fullest extent it may
lawfully do so, any other rights, causes of action, or remedies or damages that
it might assert against the other in connection with this Agreement and the
transaction contemplated hereby.

         XI.8 BUSINESS PRACTICES. Nothing in this Agreement including good faith
obligations shall be construed to require Seller or any of its affiliates to
change or modify current business practices of Seller and/or its affiliates.

         XI.9 CONFIDENTIALITY.

              (a) From the date hereof until the third anniversary of the
         later to occur of the Closing Date or the termination of this
         Agreement, each of Purchaser, the Company, and Seller will refrain, and
         will cause its respective officers, directors, employees, agents, and
         other representatives to refrain, from disclosing to any other person
         any confidential documents or confidential information concerning any
         other Party hereto acquired by it in connection with this Agreement or
         concerning the transactions contemplated hereby unless (i) such
         disclosure is compelled by judicial or administrative process or by
         other requirements of law (including, without limitation, in connection
         with obtaining necessary insurance regulatory approvals or to
         authorities regulating racing and gaming activities) and notice of such
         disclosure is furnished to such other Party hereto; (ii) any Party
         hereto deems it advisable (upon advice of such Party's legal counsel)
         to disclose any such documents or information in connection with the
         requirements of any securities law; or (iii) such documents or
         information can be shown to have been (A) previously available to the
         Party hereto receiving such documents or information on a
         non-confidential basis, provided that the source of such information
         was not known by such Party, after reasonable investigation, to be
         bound by any obligation of confidentiality to any Party with respect to
         such material, (B) generally available to the public through no fault
         of such receiving Party, or (C) later acquired by such receiving Party
         on a non-confidential basis, provided that the source of such
         information was not known by such Party, after reasonable
         investigation, to be bound by any obligation of confidentiality to the
         Party with respect to such material.

              (b) The Parties hereto acknowledge and agree that (i) a breach
         of any of the terms or provisions of this Section 11.9 would cause
         irreparable damage to the non-breaching Party for which adequate remedy
         at law is not available; and (ii) the non-breaching Party will be
         entitled as a matter of right to obtain, without posting any bond
         whatsoever, an injunction, restraining order, or other equitable relief
         to restrain any threatened or further breach of this Section 11.9.

              (c) In the event this Agreement is terminated and does not
         proceed to a Closing, then upon the written request of the other Party,
         each Party will promptly return to the other Party or destroy any
         confidential information in its possession and certify in writing to
         such other Party that it has done so.

         XI.10 ENTIRE AGREEMENT. This Agreement, by and between Seller and
Purchaser, constitutes the entire agreement and understanding between the
parties hereto and supersedes all prior agreements, arrangements and
understandings relating to the subject matter hereof.

         XI.11 PARTIES BOUND. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. Nothing in this
Agreement, express or implied, is intended to confer upon any person, other than
the parties hereto, and their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

         XI.12 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, and is performable by the
parties in Cameron County, Texas.

         XI.13 SEVERABILITY. Should any phrase, clause, sentence or section of
this Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and such part of this Agreement will be deemed to have been
stricken and the remainder of this Agreement will have the same force and effect
as if such part or parts had never been included herein.

         XI.14 MULTIPLE COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

         XI.15 FURTHER ASSURANCES. Upon Purchaser's request at any time and
without further consideration, Seller agrees to execute and deliver such
additional instruments of transfer and to take such other action as Purchaser
reasonably may require to more effectively transfer to and vest in Purchaser the
full and complete ownership of the Shares as contemplated herein.

         XI.16 ATTORNEYS' FEES. If it shall be necessary for any Party herein to
employ an attorney to enforce their rights pursuant to this Agreement because of
default of any other Party, the defaulting Party shall reimburse the
nondefaulting Party for reasonable attorneys' fees.

         XI.17 GENDER AND NUMBER. Words of any gender used in this Agreement
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural and vice versa, unless the
context otherwise requires.

         XI.18 CAPTIONS. The captions used in connection with the Paragraphs of
this Agreement are for convenience only and shall not be deemed to enlarge,
limit or otherwise modify the meaning of the language of this Agreement.

         XI.19 WAIVER. No waiver by the parties hereto of any default or breach
of any term, condition or covenant of this Agreement shall be deemed to be a
waiver of any other breach of the same or any other term, condition, or covenant
contained herein.

         XI.20 AMENDMENT. No amendment, modification, or alteration of the terms
hereof shall be binding unless the same be in writing, dated subsequent to the
date hereof and duly executed by the parties hereto.

         XI.21 EFFECTIVE DATE. All time limits provided for herein which are
measured by the number of days "from the date hereof" or "from the date of
execution of this Agreement" (rather than being designated by specific date)
shall run from the date of this Agreement as first set forth above, which date
is sometimes referred to herein as the "effective date" or the "date of
execution."


PURCHASER:                                       SELLER:

SAM HOUSTON RACE PARK, LTD.                      LADBROKE RACING CORPORATION
By:      SHRP General Partner, Inc.,
         Its Managing General Partner



         By:   /S/ JAMES D. NOTEWARE             /S/ JOHN M. SWIATEK
         Name:  James D. Noteware                John M. Swiatek,
         As its:  President                      President


                                     JOINDER

         Ladbroke Hotels U.S.A. Corporation, a Delaware corporation
("Guarantor"), hereby enters into this Agreement for the limited purpose of
providing security for the obligations of Seller hereunder.

         Guarantor hereby unconditionally guarantees the payment obligations of
Seller pursuant to this Agreement, including Seller's indemnification
obligations and obligations under the representations and warranties of the
Agreement. Guarantor represents and warrants that, as of the date of execution
of this Agreement and up to and including the date of the Closing that it is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Guarantor has the requisite corporate power and
authority to carry on its business as now being conducted and to execute and
deliver and perform its obligations under this Agreement. To Guarantor's
knowledge, Guarantor has taken all corporate action necessary to authorize its
execution and delivery of, and the performance of its obligations under, this
Agreement. This Agreement constitutes a valid obligation of Guarantor that is
legally binding on and enforceable against Guarantor in accordance with its
terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, moratorium or other similar laws affecting creditors' rights, and
(ii) general principles of equity relating to the availability of equitable
remedies (regardless of whether the Agreement is sought to be enforced in a
proceeding at law or in equity).

         To Guarantor's knowledge, there is no pending proceeding that has been
commenced against Guarantor and that challenges, or may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
contemplated transactions. To Guarantor's knowledge, no such proceeding has been
threatened.

         To Guarantor's knowledge, neither the execution and delivery of this
Agreement by Guarantor or the performance by Guarantor of its obligations
hereunder nor the consummation of the transactions contemplated hereby, will
result in any of the following: (i) a default or an event that, with notice or
lapse of time, or both, would constitute a default, breach or violation of any
provision of the Articles of Incorporation or Bylaws of Guarantor; or (ii) a
violation or breach of any writ, injunction or decree of any court or
governmental instrumentality applicable to Guarantor or by which any of its
properties is bound or any laws or regulations applicable to Guarantor, where
the violation would have a material adverse effect on Guarantor.


                                   GUARANTOR:

                                   LADBROKE HOTELS U.S.A.  CORPORATION

                                       /S/ PAUL LIERMAN
                                        Paul Lierman

Vice President & Secretary

                                   EXHIBIT "A"

                              PROPERTY DESCRIPTION


                                  EXHIBIT "A-1"

                                PERSONAL PROPERTY


                                   EXHIBIT "B"

                              PERMITTED EXCEPTIONS


                                   EXHIBIT "C"

                             ENVIRONMENTAL AGREEMENT


                                   EXHIBIT "D"

                            GREYHOUND RACING LICENSE


                                   SCHEDULE 1

                       FRANCHISES, LICENSES, PERMITS ETC.


1.       The Applications of Valley Racing Association and Lone Star Greyhound
         Park, Inc. for a Pari-Mutuel Greyhound Race Track License for Cameron
         County, Texas and Order by the Texas Racing Commission granting license
         to Valley Racing Association on July 11, 1989.


                                   SCHEDULE 2

                           LITIGATION AND ARBITRATION


1.       Cause No. 99-11-4702-D, SHRP Valley, LLC v. Ladbroke Racing
         Corporation, Ladbroke Racing Texas Corporation, Ladbroke Racing
         Management Texas Corporation, Valley Racing Association, and Valley
         Group, Inc., In the District Court of Cameron County, Texas, 103rd
         Judicial District. SHRP Valley LLC ("SHRP") sought a temporary
         restraining order and preliminary and permanent injunction against
         Ladbroke Racing Corporation, Ladbroke Racing Texas Corporation
         ("LRTC"), Ladbroke Racing Management Texas Corporation, Valley Racing
         Association, and Valley Group, Inc. to stop their efforts to sell the
         stock of LRTC to any entity other than SHRP. This case is active.

2.       Cause No. H95-0635, Hamstein Music Company, Jay Livingston Music, Frank
         Music Corp., Gladys Music, Jerry Leiber Music, Mike Stoller Music, and
         Polygram International Publishing, Inc. v. Valley Racing Association,
         Valley Group, Inc., Ladbroke Racing Texas Corporation, Thomas E.
         Winters, Fausto Yturria, Jr., Gary W. Calfee, John Long and John Ford,
         In the United States District Court for the Southern District of Texas,
         Houston Division. Valley Racing Association, Valley Group, Inc.,
         Ladbroke Racing Texas Corporation, Thomas E. Winters, Fausto Yturria,
         Gary Calfee, John Long and John Ford were collectively sued by Authors
         and Publishers ("ASCAP") et. al. relative to music being played at the
         track without the appropriate programming license and payment of the
         applicable fees. The case was settled on about November 1996 by payment
         of $33,000 to ASCAP in exchange for full and final releases and
         dismissal of the case with prejudice.

3.       Cause No. 94-09089, Texas Greyhound Association v. Texas Racing
         Commission, Corpus Christi Greyhound Racetrack, Valley Greyhound Park,
         A.L. Mangham, Jr., Deorsey E. McGruder, Jr., Patricia Pangburn, John
         Sharp and Ronald D. Krist, In the District Court of Travis County,
         Texas, 345th Judicial District. The Texas Racing Commission, Valley
         Racing Association, Corpus Christi Greyhound Racetrack, A.L. Mangham,
         Jr., Deorsey E. McGruder, Jr., Patricia Pangburn, John Sharp and Ronald
         Krist were collectively sued by The Texas Greyhound Association, which
         was seeking a declaratory judgment on minimum purse amounts for
         simulcast races. The case was dismissed for want of prosecution in
         August of 1997.

4.       Cause No. 93-11-6403-D, Pascual Moblia v. Valley Greyhound Park, a/k/a
         Valley Racing Association, Fausto Yturria, individually and as an owner
         of Valley Greyhound Park, a/k/a Valley Racing Association, Terry
         Ashcraft individually and as an employee of Valley Greyhound Park,
         a/k/a Valley Racing Association, and William McLaughlin individually
         and as an employee of Valley Greyhound Park, a/k/a Valley Racing,
         Association, In the District Court of Cameron County, Texas, 103rd
         Judicial District. This case was settled.

5.       TxRC Docket No. 98-R4-04, In the Matter of Valley Racing Association,
         Before the Texas Racing Commission. The Texas Racing Commission
         initiated an administrative action in October 1998 for revocation of
         license due to unpaid fees. This action was dismissed in November 1998
         after payment of the fees.


                                   SCHEDULE 3

                         OBLIGATIONS TO FORMER EMPLOYEES


                                      None.



                                   SCHEDULE 4

                                  BANK ACCOUNTS


                                      None.



                                   SCHEDULE 5

                   TRADEMARKS, COPYRIGHTS ASSUMED NAMES, ETC.

                                     None.



                                   SCHEDULE 6

                               GOVERNMENT REPORTS

                                      None.



                                   SCHEDULE 7

                                   TAX RETURNS


1.       Valley Racing Association Joint Venture Form 1065 U.S. Partnership
         Return of Income, 1992.

2.       Valley Racing Association Joint Venture Form 1065 U.S. Partnership
         Return of Income, 1993.

3.       Valley Racing Association Joint Venture Form 1065 U.S. Partnership
         Return of Income, 1994.

4.       Ladbroke Racing Texas, Inc. Form 1120 U.S. Corporation Income Tax
         Return 1995.

5.       Ladbroke Racing Texas, Inc. Form 1120 U.S. Corporation Income Tax
         Return 1996.

6.       Ladbroke Racing Texas, Inc. Form 1120 U.S. Corporation Income Tax
         Return 1997.

7.       Ladbroke Racing Texas, Inc. Form 1120 U.S. Corporation Income Tax
         Return 1998.

8.       Ladbroke Racing Texas, Inc. Form 1120 U.S. Corporation Income Tax
         Return, 1999(to be provided when filed)

9.       Ladbroke Racing Texas Corporation Texas Corporation Franchise Tax
         Report, 1995.

10.      Ladbroke Racing Texas, Inc. Texas Corporation Franchise Tax Report,
         1996.

11.      Ladbroke Racing Texas Corporation Texas Corporation Franchise Tax
         Report, 1997.

12.      Ladbroke Racing Texas Corporation Texas Annual Franchise Information
         Report, 1998.

13.      Ladbroke Racing Texas Corporation Texas Annual Franchise Information
         Report, 1999.

14.      Valley Racing Association Form 941 Employer's Quarterly Federal Tax
         Return, 1995.

15.      Valley Racing Association Form 945 Annual Return of Withheld Federal
         Income Tax, 1995.

16.      Valley Racing Association Form 945 Annual Return of Withheld Federal
         Income Tax, 1996.



                                   SCHEDULE 8

                                STOCK INFORMATION


Name of Owner:                              Ladbroke Racing Texas Corporation
State of Incorporation:                     Texas

Class of Stock:                             Common
No. of Shares of Stock Issued:              1,000
No. of Shares of Stock Outstanding:         0
No. of Shares of Stock Authorized:          10,000

Name of Stock Holder(s):                    Ladbroke Racing Corporation



                                   SCHEDULE 9

                              FINANCIAL STATEMENTS


1.       Valley Racing Association Financial Statements and Report of
         Independent Certified Public Accountants, December 31, 1994 and 1993.

2.       Valley Racing Association Financial Statements and Report of
         Independent Certified Public Accountants, December 31, 1993 and 1992.

3.       Valley Racing Association Financial Statements and Report of
         Independent Certified Public Accountants, December 31, 1992 and 1991.

4.       Ladbroke Racing Texas Corporation Internal Financial Statement for
         Calendar Year 1995.*

5.       Ladbroke Racing Texas Corporation Internal Financial Statement for
         Calendar Year 1996.*

6.       Ladbroke Racing Texas Corporation Internal Financial Statement for
         Calendar Year 1997.*

7.       Ladbroke Racing Texas Corporation Internal Financial Statement for
         Calendar Year 1998.*

8.       Ladbroke Racing Texas Corporation Internal Financial Statement for
         Calendar Year 1999.**

[FN]

*  To be delivered within five (5) days of closing.
** To be delivered within five (5) days of Closing and to show no
   liability other than liabilities to be paid at or prior to Closing by
   Seller.
</FN>


                                   SCHEDULE 10

                               WRITTEN AGREEMENTS

1.       Lease Agreement, between Valley Racing Association and SHRP Valley LLC,
         effective as of March 3, 1999.

2.       Management Agreement, entered into by and between Valley Racing
         Association and SHRP Valley LLC, on March 3, 1999.

3.       Pledge Agreement, made by Ladbroke Racing Corporation to SHRP Valley
         LLC, dated March 3, 1999.


                                   SCHEDULE 11

                  ALLOCATION OF PURCHASE PRICE AMONG THE ASSETS



                                   SCHEDULE 12

                              LIENS TO BE RELEASED


1.       Deed of Trust dated April 11, 1991, recorded in Volume 1517, Page 99 of
         the Official Records of Cameron County, Texas, executed by Valley
         Racing Association, a Texas joint venture, to Ted A. Hodges, Trustee,
         and all terms, conditions and stipulations contained therein, including
         any additional indebtedness secured thereby, securing one promissory
         note of even date therewith in the principal amount of $15,135,000.00,
         payable to Allied Irish Banks FLC.

2.       Said lien has been extended and/or modified by instrument recorded in
         Volume 2859, Page 170 of the Official Records of Cameron County, Texas.

3.       Said lien has been extended and/or modified by instrument recorded in
         Volume 2997, Page 160 of the Official Records of Cameron County, Texas.

4.       Deed of Trust dated June 27, 1991, recorded in Volume 1611, Page 99 of
         the Official Records of Cameron County, Texas, executed by Valley
         Racing Association, a Texas joint venture, to Steven M. Bowers,
         Trustee, and all terms, conditions and stipulations contained therein,
         including any additional indebtedness secured thereby, securing two
         promissory notes of even date therewith in the principal amounts of
         $1,000,000.00 and $350,000.00, payable to Ladbroke Racing Corporation.