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    Exhibit 10.11


                      CANTERBURY PARK HOLDING CORPORATION

                      1995 EMPLOYEE STOCK PURCHASE PLAN

    1. Establishment of Plan. Canterbury Park Holding Corporation (hereinafter
referred to as the "Company") proposes to grant to certain employees of the
Company the opportunity to purchase common stock of the Company. Such common
stock shall be purchased pursuant to the plan herein set forth which shall be
known as the "CANTERBURY PARK HOLDING CORPORATION 1995 EMPLOYEE STOCK PURCHASE
PLAN" (hereinafter referred to as the "Plan"). The Company intends that the Plan
shall qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1954, as amended, and shall be construed in a manner
consistent with the requirements of said Section 423 and the regulations
thereunder.

    2. Purpose. The Plan is intended to encourage stock ownership by all
employees of the Company and to provide them with further incentive to continue
their employment, improve operations, increase profits, and contribute more
significantly to the Company's success.

    3. Administration. The Plan shall be administered by a committee
(hereinafter referred to as the "Committee") consisting of not less than three
directors or employees of the Company (which may be the Compensation Committee
if any is established by the Board of Directors), as designated by the Board of
Directors of the Company (hereinafter referred to as the "Board of Directors").
The Board of Directors shall fill all vacancies in the Committee and may remove
any member of the Committee at any time, with or without cause. The Committee
shall select its own chairman and hold its meetings at such times and places as
it may determine. All determinations of the Committee shall be made by a
majority of its members. Any decision which is made in writing and signed by a
majority of the members of the Committee shall be effective as fully as though
made by a majority vote at a meeting duly called and held. The determinations of
the Committee shall be made in accordance with its judgment as to the best
interests of the Company, its employees and its shareholders and in accordance
with the purposes of the Plan; provided, however, that the provisions of the
Plan shall at all times be construed in a manner consistent with the
requirements of Section 423 of the Internal Revenue Code, as amended. Such
determinations shall be binding upon the Company and the participants in the
Plan unless otherwise determined by the Board of Directors. The Company shall
pay all expenses of administering the Plan. No member of the Board of Directors
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.

    4. Duration and Phases of the Plan. (a) The Plan will commence on April 15,
1995 and will terminate ten (10) years thereafter, except that any phase
commenced prior to such termination shall, if necessary, be allowed to continue
beyond such termination until completion. Notwithstanding the foregoing, this
Plan shall be considered of no force or effect and any options granted shall be
considered null and void unless the holders of a majority of all of the issued
and outstanding shares of the common stock of the company approve the Plan
within twelve (12) months before or after the date of its adoption by the Board
of Directors.

    (b) The Plan shall be carried out in one or more phases, each phase being
for a period of one year. No phase shall run concurrently, but a phase may
commence immediately after the termination of the preceding phase. The existence
and date of commencement of a phase (the "Commencement Date") shall be
determined by the committee, provided that the commencement of the first phase
shall be within twelve (12) months before or after the date of approval of the
Plan by the shareholders of the Company. In the

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               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

                 1995 EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

event all of the stock reserved for grant of options hereunder is issued
pursuant to the terms hereof prior to the commencement of one or more phases
scheduled by the committee or the number of shares remaining is so small, in the
opinion of the Committee, as to render administration of any succeeding phase
impracticable, such phase or phases shall be canceled. Phases shall be numbered
successively Phase 1, Phase 2, Phase 3, etc.

    (c) The Board of Directors may elect to accelerate the termination date of
any phase effective on the date specified by the Board of Directors in the event
of (i) any consolidation or merger of the Company in which the company is not
the continuing or surviving corporation or pursuant to which shares would be
converted into cash, securities or other property, other than a merger of the
company in which shareholders immediately prior to the merger have the same
proportionate ownership of stock in the surviving corporation immediately after
the merger; (ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all of the assets
of the Company; or (iii) any plan of liquidation or dissolution of the Company.

    5. Eligibility. All Employees, as defined in Paragraph 19 hereof, who are
employed by the Company at lease one day prior to the Commencement Date of a
phase shall be eligible to participate in such phase.

    6. Participation. Participation in the Plan is voluntary. An eligible
employee may elect to participate in any phase of the Plan, and thereby become a
"Participant" in the Plan, by completing the Plan payroll deduction form
provided by the Company and delivering it to the Company it its designated
representative prior to the Commencement Date of that phase. Payroll deductions
for a Participant shall commence on the first payday after the Commencement Date
of the phase and shall terminate on the last payday immediately prior to or
coinciding with the termination date of that phase unless sooner terminated by
the Participant as provided in Paragraph 9 hereof.

    7. Payroll Deductions. (a) Upon enrollment, a Participant shall elect to
make contributions to the Plan by payroll deductions (in full dollar amounts and
in amounts calculated to be as uniform as practicable throughout the period of
the phase), in the aggregate amount not in excess of 10% of such Participant's
Base Pay for the term of the phase, as determined according to Paragraph 19
hereof.

    The minimum authorized payroll deduction must aggregate to not less than $10
per month.

    (b) In the event that the Participant's compensation for any pay period is
terminated or reduced from the compensation rate for such a period as of the
Commencement Date of the phase for any reason so that the amount actually
withheld on behalf of the Participant as of the termination date of the phase is
less than the amount anticipated to be withheld over the phase year as
determined on the Commencement Date of the phase, then the extent to which the
Participant may exercise his option shall be based on the amount actually
withheld on his behalf. In the event of a change in the pay period of any
Participant, such as from bi-weekly to monthly, an appropriate adjustment shall
be made to the deduction in each new pay period so as to ensure the deduction of
the proper amount authorized by the Participant.

    (c) All payroll deductions made for Participants shall be credited to their
accounts under the Plan. The Participant may not make any separate cash payments
into such account.

    (d) Except for his right to discontinue participation in the Plan as
provided in Paragraph 9, no Participant shall be entitled to increase or
decrease the amount to be deducted in a given phase after the Commencement Date.

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               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

                 1995 EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

    8. Options.

    (a) Grant of Option.

    (i) A Participant who is employed by the Company as of the Commencement Date
of a phase shall be granted an option as of such date to purchase a number of
full shares of Company common stock to be determined by dividing the total
amount to be credited to that Participant's account under Paragraph 7 hereof by
the option price set forth in Paragraph 8(a)(ii)(A) hereof, subject to the
limitations of Paragraph 10 hereof.

    (ii) The option price for such shares of common stock shall be the lower of:

    A. Eighty-five percent (85%) of the fair market value of such shares of
common stock on the Commencement Date of the phase; or

    B. Eight five percent (85%) of the fair market value of such shares of
common stock on the termination date of the phase.

    (iii) The fair market value of shares of common stock of the Company shall
be determined by the Committee for each valuation date in a manner acceptable
under Section 423, Internal Revenue Code of 1954.

    (iv) Anything herein to the contrary notwithstanding, no Employee shall be
granted an option hereunder:

    A. Which permits his rights to purchase stock under all employee stock
purchase plans of the Company, its subsidiaries or its parent, if any, to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time;

    B. If immediately after the grant such Employee would own and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company,
its parent, if any, or of any subsidiary of the Company. For purposes of
determining stock ownership under this paragraph, the rules of Section 425(d) of
the Internal Revenue code, as amended, shall apply; or

    C. Which can be exercised after the expiration of 27 months from the date
the option is granted.

    (b) Exercise of Option.

    (i) Unless a Participant gives written notice to the Company pursuant to
Paragraph 8(b) (ii) or Paragraph 9 prior to the termination of a phase, his
option for the purchase of shares will be exercised automatically for him as of
such termination date for the purchase of the number of full shares of Company
common stock which the accumulated payroll deductions in his account at that
time will purchase at the applicable option price, subject to the limitations
set forth in Paragraph 10 thereof.

    (ii) A Participant may, by written notice to the Company at any time during
the thirty (30) day period immediately preceding the termination date of a
phase, elect, effective as of the termination date of that phase, to exercise
his option for a specified number of full shares less than the maximum number
which may be purchased under his option.

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               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

                 1995 EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

    (iii) As promptly as practicable after the termination date of any phase,
the Company will deliver to each Participant herein the common stock purchased
upon the exercise of his option, together with a cash payment equal to the
balance, if any, of his account which was not used for the purchase of common
stock with interest accrued thereon.

    9. Withdrawal or Termination of Participation. (a) A Participant may, at any
time prior to the termination date of a phase, withdraw all payroll deductions
then credited to his account by giving written notice to the Company. Promptly
upon receipt of such notice of withdrawal, all payroll deductions credited to
the Participant's account will be paid to him with interest accrued thereon and
no further payroll deductions will be made during that phase. In such event, the
option granted the Participant under that phase of the Plan shall lapse
immediately. Partial withdrawals of payroll deductions hereunder may not be
made.

    (b) In the event of the death of a Participant, the person or persons
specified in Paragraph 14 may give notice to the Company within sixty (60) days
of the death of the Participant electing to purchase the number of full shares
which the accumulated payroll deductions in the account of such deceased
Participant will purchase at the option price specified in Paragraph 8(a) (ii)
and have the balance in the account distributed in cash with interest accrued
thereon. If no such notice is received by the Company within said sixty (60)
days, the accumulated payroll deductions will be distributed in full in cash
with interest accrued thereon.

    (c) Upon termination of Participant's employment for any reason other than
death of the Participant, the payroll deductions credited to his account, plus
interest, shall be returned to him.

    10. Stock Reserved for Options. (a) One Hundred thousand (100,000) shares of
the Company's $.01 par value common stock are reserved for issuance upon the
exercise of options to be granted under the Plan. Shares subject to the
unexercised portion of any lapsed or expired option may again be subject to
option under the Plan.

    (b) If the total number of shares of Company common stock for which options
are to be granted for a given phase as specified in Paragraph 8 exceeds the
number of shares then remaining available under the Plan (after deduction of all
shares for which options have been exercised or are then outstanding) and if the
Committee does not elect to cancel such phase pursuant to Paragraph 4, the
Committee shall make a pro rata allocation of the shares remaining available in
as uniform and equitable a manner as it shall consider practicable. In such
event, the options to be granted and the payroll deduction to be made pursuant
to the Plan which would otherwise be effected may, in the discretion of the
Committee, be reduced accordingly. The Committee shall five written notice of
such reduction to each Participant affected.

    (c) The Participant (or a joint tenant name pursuant to Paragraph 10(d)
hereof) shall have no rights as a shareholder with respect to any shares subject
to the Participant's option until the date of the issuance of a stock
certificate evidencing such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date
such stock certificate is actually issued, except as otherwise provided in
Paragraph 12 hereof.

    (d) The shares of Company common stock to be delivered to a Participant
pursuant to the exercise of an option under the Plan will be registered in the
name of the Participant or, if the Participant so directs by

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               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

                 1995 EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

written notice to the Committee prior to the termination date of that phase of
the Plan, in the names of the Participant and one other person the Participant
may designate as his joint tenant with rights of survivorship, to the extent
permitted by law.

    11. Accounting and Use of Funds. Payroll deductions for each Participant
shall be credited to an account established for him under the Plan. A
Participant may not make any separate cash payments into such account. Such
account shall be solely for bookkeeping purposes and no separate fund or trust
shall be established hereunder and the Company shall not be obligated to
segregate such funds. All funds from payroll deductions received or held by the
Company under the Plan may be used, without limitation, for any corporate
purpose by the Company.

    12. Adjustment Provision. (a) Subject to any required action by the
shareholders of the Company, the number of shares which are authorized in
Section 10 to be issued pursuant to this Plan and the number of shares covered
by each outstanding option and the price per share thereof in each such option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of the Company common stock resulting from a subdivision or
consolidation of shares or the payment of a share dividend (but only on the
shares) or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company.

    (b) In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
shares within the meaning of this Plan.

    13. Non-Transferability of Options. (a) Options granted under any phase of
the Plan shall not be transferable except under the laws of descent and
distribution and shall be exercisable only by the Participant during his
lifetime and after his death only by his beneficiary of the representative of
his estate as provided in Paragraph 9(b) hereof.

    (b) Neither payroll deductions credited to a Participant's account, nor any
rights with regard to the exercise of an option or to receive common stock under
any phase of the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way by the Participant. Any such attempted assignment,
transfer, pledge or other disposition shall be null and void and without effect,
except that the Company may, at its option, treat such act as an election to
withdraw funds in accordance with Paragraph 9.

    14. Designation of Beneficiary. A Participant may file a written designation
of a beneficiary who is to receive any cash to the Participant's credit plus
interest thereon under any phase of the Plan in the event of such Participant's
death prior to exercise of his option pursuant to Paragraph 9(b) hereof, or to
exercise his option and become entitled to any stock and/or cash upon such
exercise in the event of the Participant's death prior to exercise of the option
pursuant to Paragraph 9(b) hereof. The beneficiary designation may be changed by
the Participant at any time by written notice to the Company.

    Upon the death of a Participant and upon receipt by the Company of proof
deemed adequate by it of the identity and existence at the Participant's death
of a beneficiary validly designated under the Plan, the Company shall in the
event of the Participant's death under the circumstances described in Paragraph
9(b) hereof, allow such beneficiary to exercise the Participant's option
pursuant to Paragraph 9(b) if such beneficiary is living on the termination date
of the phase and deliver to such beneficiary the appropriate

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               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

                 1995 EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

stock and/or cash after exercise of the option. In the event there is no validly
designated beneficiary under the Plan who is living at the time of the
Participant's death under the circumstances described in Paragraph 9(b) or in
the event the option lapses, the Company shall deliver the cash credited to the
account of the Participant with interest to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed to the knowledge of the Company, it may, in its discretion, deliver
such cash to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate. The Company will not be
responsible for or be required to give effect to the disposition of any cash or
stock or the exercise of any option in accordance with any will or other
testamentary disposition made by such Participant or in accordance with the
provision of any law concerning intestacy, or otherwise. No designated
beneficiary shall, prior to the death of a Participant by whom he has been
designated, acquire any interest in any stock or in any option or in the cash
credited to the Participant under any phase of the Plan.

    15. Amendment and Termination. The Plan may be terminated at any time by the
Board of Directors provided that, except as permitted in Paragraph 4(c) with
respect to an acceleration of the termination date of any phase, no such
termination will take effect with respect to any options then outstanding. Also,
the Board may, from time to time, amend the Plan as it may deem proper and in
the best interests of the Company or as may be necessary to comply with Section
423 of the Internal Revenue Code of 1986, as amended, or other applicable laws
or regulations; provided, however, that no such amendment shall, without prior
approval of the shareholders of the Company (1) increase the total number of
shares for which options may be granted under the Plan (except as provided in
Paragraph 12 herein), (2) permit aggregate payroll deductions in excess of ten
percent (10%) of a Participant's compensation as of the Commencement Date of a
phase, or (3) impair any outstanding option.

    16. Interest. In any situation where the Plan provides for the payment of
interest on a Participant's payroll deductions, such interest shall be
determined by averaging the month-end balances in the Participant's account for
the period of his participation and computing interest thereon at the rate of
five percent (5%) per annum.

    17. Notices. All notices or other communications in connection with the Plan
or any phase thereof shall be in the form specified by the Committee and shall
be deemed to have been duly given when received by the Participant or his
designated personal representative or beneficiary or by the Company or its
designated representative, as the case may be.

    18. Participation of Subsidiaries. The Board of Directors may, by written
resolution, authorize the employees of any of its subsidiaries to participate
hereunder. Effective as of the date of coverage of any such subsidiary, any
references herein to the "Company" shall be interpreted as referring to such
subsidiary as well as to Canterbury Park Holding Corporation.

    In the event that any subsidiary which is covered under the Plan ceases to
be a subsidiary of Canterbury Park Holding Corporation, the employees of such
subsidiary shall be considered to have terminated their employment for purposes
of Paragraph 9 hereof as of the date such subsidiary ceases to be such a
subsidiary.

    19. Definitions. (a) "Subsidiary" shall include any corporation which shall
be deemed a subsidiary of the Company under Section 425(f) of the Internal
Revenue Code of 1954, as amended.

        (b) "Employee" shall mean any employee, including an officer, of the
Company who as of the first day of the month

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               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

                 1995 EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

immediately preceding the Commencement Date of a phase is customarily employed
by the Company for more than fifteen (15) hours per week.

        (c) "Base Pay" is the regular pay for employment for each employee as
annualized for a twelve (12) month period, exclusive of overtime,
commissions, bonuses, disability payments, shift differentials, incentives
and other similar payments, determined as of the Commencement Date of each
phase.

    Adopted by Board of Directors: April 3, 1995

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