(PAGE)             AMENDMENT TO CONTROL TRANSFER AGREEMENT

            This Second Amendment to Control Transfer Agreement
(this "Amendment"), dated as of December 19, 1997, is entered
into by and among Interstate Business Corporation, a Delaware
corporation ("IBC"), Interstate General Company L.P., a Delaware
limited partnership ("IGC"), Interstate General Properties
Limited Partnership S.E., a Maryland limited partnership
("IGP"), Housing Development Associates S.E., a Puerto Rico
partnership ("HDA"), Equus Management Company, a Delaware
corporation ("EMC"), and Equus Gaming Company L.P., a Virginia
limited partnership ("Equus").
                         W I T N E S S E T H:
            WHEREAS, the parties hereto are parties to that
certain Control Transfer Agreement dated as of December 31, 1996
as amended by the amendment thereto dated as of March 31, 1997
(the "Agreement"); and
            WHEREAS, the parties hereto now wish to amend Sections
2, and 3 of the Agreement; 
            NOW, THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows:
      1.    Amendments.  Sections 2, and 3 of the Agreement are
hereby amended and restated in their entirety as follows:
            2.   Execution of Net Worth Guaranty   IGC shall
      execute and deliver to EMC a Guaranty Agreement in the form
      attached hereto as Exhibit A.  Following execution and
      delivery by IGC of the Guaranty Agreement, IGC may withdraw
      as a general partner of Equus.  

            3.   IGC Undertakings.  For and in full consideration
      of the transfer of the EMC Stock and execution and delivery
      by IGC of the Guaranty Agreement, IBC hereby agrees to: 

                 (a)   forever indemnify and hold harmless IGC, and
      its successors and assigns from and against any and all
      liability and expense (including, without limitation, any
      liability for debts or obligations incurred by Equus) which
      IGC may incur as a result of its serving as a general
      partner of Equus;

                 (b)   contribute to the capital of EMC 50,000 IGC
      Class A Units and maintain in EMC at all times prior to
      termination of the Guaranty Agreement sufficient capital to
(PAGE)provide EMC with tangible net worth of at least $200,000. 

                 (c)   irrevocably assign to IGC all rights to any
      distributions received by EMC from Equus in respect of its
      .99% general partnership interest in Equus to the extent
      that such distributions exceed the expenses and liabilities
      of EMC incurred in the ordinary course of business in its
      capacity as managing general partner of Equus; and 

                 (d)   not transfer or otherwise dispose of any EMC
      stock other than (i) to an affiliate or IBC who agrees to
      remain bound by the terms of this Agreement, or (ii) to any
      party in an arm's length transaction for fair value which
      such value is hereby irrevocably assigned to IGC.

      2.    Effectiveness of Amendment.  This Agreement shall be
effective as of the date hereof.  Except as expressly amended
hereby, all other provisions of the Agreement shall remain in
full force and effect. 
            IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed as o9f the date first above
written.
























(PAGE)
                             INTERSTATE GENERAL COMPANY L.P.

                             By:  Interstate General Management     
                                  Corporation, its managing general
                                  partner

                             By:  /s/ Francisco Arrivi
                                  ----------------------------------
                                  Name: Francisco Arrivi
                                  Title: Executive Vice President    



                             EQUUS GAMING COMPANY L.P.
                             
                             By:  Equus Management Company, 
                                  its managing general partner 

                             By:  /s/ Gretchen Gronau
                                  -----------------------------
                                  Name:  Gretchen Gronau
                                  Title: Vice President       


                             INTERSTATE BUSINESS CORPORATION
                             
                             By:  /s/  Gretchen Gronau
                                  ------------------------------
                                  Name:  Gretchen Gronau
                                  Title: Assistant Secretary        

                             EQUUS MANAGEMENT COMPANY
                                  
                             By:  /s/ Gretchen Gronau
                                  --------------------------------
                                  Name:  Gretchen Gronau
                                  Title:  Vice President      








(PAGE)                       HOUSING DEVELOPMENT ASSOCIATES S.E.
                             
                             By:  Equus Gaming Company, L.P.
                                  its managing general partner

                                  By:   Equus Management Company,
                                        its managing general partner

                             By:  /s/ Gretchen Gronau
                                  -------------------------------
                                  Name:  Gretchen Gronau
                                  Title:  Vice President      



                             INTERSTATE GENERAL PROPERTIES LIMITED
                             PARTNERSHIP S.E.
                             
                             By:  Interstate General Company, L.P.,
                                  its managing general partner

                                  By:   Interstate General
                                        Management Corporation, its
                                        managing general partner

                             By:  /s/  Francisco Arrivi
                                  -------------------------------
                                  Name:  Francisco Arrivi
                                  Title: Executive Vice President