(PAGE)                   EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered this

14th day of December, 1993 between INTERSTATE GENERAL PROPERTIES
LIMITED PARTNERSHIP S.E., a Maryland partnership (the "Company")
and MR. DONALD DREW, a resident of San Juan, Puerto Rico (the
"Executive").
                           Background
     The Company and Executive desire to enter into this
Agreement to evidence the employment of Executive as Senior Vice
President of the Company, and to set forth the respective rights
and duties hereto.  This Agreement also sets forth certain
covenants and agreements by Executive regarding post-employment
competition with the Company, and the disclosure of confidential
information and trade secrets of the Company.
     NOW THEREFORE, the parties agree as follows:

1.  EMPLOYMENT.
     (a)  The Company hereby employs Executive as Senior Vice
          President and Executive hereby accepts such employment
          on the terms and conditions set forth herein.  Subject
          to the general supervision and authority of the
          managing general partner of the Company, Executive will
          perform such duties and exercise such authority as is
          customarily performed and exercised by such officer of
          a substantial business enterprise, in good faith and in
          accordance with standards of reasonable commercial
          judgment.
     (b)  At all times during the term hereof, Executive will
          devote his best efforts to his employment hereunder.
          Executive's major area of responsibility during the
          term hereof is to serve as the chief executive
          consultant to El Comandante Operating Company ("ECOC"),
          the operator of the El Comandante Race Track in
          Canovanas, Puerto Rico (the "Race Track), under a
          consulting agreement between the Company and ECOC, and
          to provide, senior management services in connection
          with gaming industry business conducted by the Company
          or its affiliates.
     (c)  Except for travel as required in connection with such
          duties, Executive's duties will be performed in Puerto
          Rico during the term of this Agreement.  Executive will
          devote his full working time and attention to the
          business of the Company (including at least eighty-five
          percent of his working time in performing services for
          ECOC) and his services hereunder will be at all times
          on behalf of and for the benefit of the Company.
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     (d)  Executive shall not, without the prior written consent
          of the Company, directly or indirectly, during the term
          of his employment:
          (i)  other than in the performance of duties naturally
               inherent to the business of the Company, its
               affiliates or ECOC and in furtherance thereof,
               devote any appreciable amount of his business
               time, energies, and attention to the business of
               any other person or firm, whether for compensation
               or otherwise; provided, however, that Executive
               may accept directorships approved by the managing
               general partner of the Company, which approval
               shall not be unreasonable withheld, and invest his
               assets in such form and manner as will not violate
               subparagraph (ii) below; or
          (ii) engage in any activity competitive with or adverse
               to the business or welfare of the Company its
               affiliates or ECOC whether alone, as a partner, or
               an officer, director, employee, or shareholder of
               any other corporation or otherwise, directly or
               indirectly.  Notwithstanding anything contained in
               this paragraph 1 to the contrary, the ownership of
               not more than five percent (5%) of the stock or
               other interest of any publicly-traded corporation
               or other entity shall not be deemed violative of
               this subparagraph (ii).
     (e)  The agreement between Housing Development Associates
          S.E. ("HDA") and Executive, attached hereto and marked
          "Attachment A", in no way violates this Agreement.

2.  TERM.
     (a)  This Agreement shall begin as of January 1, 1993 ("the
          Commencement Date") and shall remain in effect through
          December 31, 1997 (the "Termination Date").
     (b)  This Agreement may be extended by the Company and the
          Executive for a mutually agreeable period, subject to
          the concurrence of HDA, the owner of the Race Track, or
          its successor.

3.  COMPENSATION.
     (a)  For all services which Executive may render to the
          Company, the Company agrees to pay the Executive, and
          Executive agrees to accept, a salary (the "Annual
          Salary") of Three Hundred Forty Thousand Dollars
          ($340,000) per year, and remain at that level during
          the term of this Agreement.  The Annual Salary for each
          calendar year or portion thereof during the term hereof
(PAGE)
          shall be paid to Executive on the regularly-recurring
          pay periods established by the Company, but in no event
          in less than equal semi-monthly installments, less
          required payroll deductions.
     (b)  In addition to the Annual Salary, the Company shall
          provide Executive with a Company car suitable to his
          position, and will pay the cost of his membership and
          dues at the Dorado Beach Country Club.

4.  VACATION AND OTHER BENEFITS.
     (a)  Executive shall be entitled to four weeks vacation each
          year, as well as other employment benefits, including
          medical, dental and hospitalization and life insurance,

          which benefits will not be less than the benefits and
          coverage provided by the Company to other Senior Vice
          Presidents.
     (b)  The Executive will participate in the Company's pension
          plan.
     (c)  The Company will pay to Executive, on an annual basis,
          within one hundred twenty (120) days after the closing
          of books for the corresponding fiscal year, a Bonus
          equal to (a) 3% of Basic Rent (as defined in the Lease
          Agreement between ECOC and HDA) payable by ECOC for the
          calendar year, less (b) $340,000 and less (c) any
          amounts paid or payable by the Company for such
          calendar year pursuant to the Company's profit sharing
          plan.
               Except as otherwise provided herein, nothing
          herein is intended or shall be construed to require the
          Company to institute or continue in effect any
          particular plan or benefit.  Expenditures for the
          purposes of satisfying the obligations set forth in
          this paragraph are to be borne by the Company to the
          extent so provided by any plan described herein or so
          determined with respect to any benefit described
          herein.  Such expenditures in the aggregate, shall, in
          all events, be reasonable.

5.  EXPENSES.
          The Company or ECOC shall pay all reasonable expenses
     incurred by Executive in the performance of his
     responsibilities and duties hereunder, all in accordance
     with  the respective policies of the Company or ECOC in
     effect from time to time during the term hereof.  Executive
     shall submit periodic statements to the Company or ECOC of
     all expenses so incurred.
(PAGE)
6.  NON-COMPETITION.
          Executive expressly covenants and agrees that, during
     the term of his employment hereunder and for a period of two
     (2) years thereafter, he will not, directly or indirectly
     either himself of for any other person, partnership,
     corporation, company or entity, participate (as defined
     below) in any enterprise involved in the horse racing or
     gaming industries in Puerto Rico, Virginia or any territory
     where  the Company or any affiliate for whom Executive has
     performed services is engaged in the gaming business
     (collectively "Prohibited Activities").  For purposes of
     this agreement, the term "participate" means acting as a
     consultant or advisor to, or acquiring any direct or
     indirect interest in any enterprises, whether as a
     stockholder, partner, officer, director, employee or
     otherwise (other than by ownership of less than five percent
     of the stock of a publicly-held corporation).
          Executive hereby acknowledges and agrees that the
     injury and damage to the Company arising out of his
     participation in Prohibited Activities will be immediate and
     irrevocable.  Accordingly, Executive hereby agrees that the
     restrictions upon him under this paragraph 6 are reasonable
     in scope, duration, and geographic territory.

7.  NON-DISCLOSURE.
     (a)  Executive specifically acknowledges that, in his
          fiduciary capacity hereunder, he will become aware of:
          (i)  valuable and sensitive information relative to the
               business of ECOC, the Company, its affiliates, and
               their respective clients, including technical
               information, designs, systems, processes,
               procedures, and improvements, whether patentable
               or not, which is of value to the Company (Trade
               Secrets"), and
          (ii) proprietary and confidential data or information
               that is valuable to ECOC, the Company, its
               affiliates, and their respective clients, and that
               is unknown to the general public, including such
               information as financial, marketing, and
               distribution plans and projections, and the
               services supplied to same.
     (b)  Executive agrees that, except as required and
          authorized by the Company in the conduct of its
          business or by supoena, or other court or governmental
          order, during his employment with the Company and for a
          period of two (2) years thereafter, he will not, in any
          manner, directly or indirectly, divulge, disclose, or
(PAGE)
          communicate to any competitor or any other person any
          Confidential Information.  Executive understands and
          acknowledges that all such information is confidential
          in nature and that it is essential to the success of
          the Company that such Confidential Information be kept
          secret and not revealed to any Competitor or other
          person whatsoever.
     (c)  Executive agrees that all Trade Secrets of the Company
          shall remain the exclusive property of the Company, and
          Executive expressly covenants that such Trade Secrets
          shall be kept secret and shall not be disclosed by him
          to any Competitor of the Company or any other person or
          entity.

8.  NON-SOLICITATION.
          During the period of his employment with the Company
     and for a period of two (2) years after the termination
     thereof for any reason whatsoever, Executive shall not,
     directly or indirectly, solicit, divert, induce, or take
     away (a) any employees of the Company or (b) any business or
     business opportunity of ECOC, the Company or any other
     affiliate of which be became aware in connection with his
     employment hereunder.

9.  REMEDIES, DAMAGES, INJUNCTIONS, AND SPECIFIC PERFORMANCE.
     (a)  The parties agree that any of the covenants,
          agreements, and services to be rendered by Executive
          hereunder shall survive any termination of this
          Agreement and are special, unique, and of an
          extraordinary character.  In  the event of the breach
          or threatened breach by Executive of any term or
          provision hereof to be performed by him hereunder,
          including without limitation paragraphs 6., 7. or 8.,
          the Company may institute and prosecute proceedings in
          any court of competent jurisdiction, at law, or in
          equity, to (i) obtain damages for any breach of this
          Agreement, (ii) order the specific performance hereof
          by Executive, (iii) enjoin Executive from breaching
          such provision(s), and (iv) obtain any other remedies
          available at law or in equity.
     (b)  If any legal proceeding is initiated by the Company to
          enforce any of the provisions of paragraph 6, 7 or 8,
          the period of time set forth in the provision(s) under
          which such proceedings arose, during which Executive is
          prohibited from taking certain actions or from engaging
          in certain activities, shall be extended by the period
          of time beginning with the date any such action or
(PAGE)
          proceeding is dismissed, with or without prejudice.  If
          the Company seeks to enjoin Executive from breaching
          any provision(s), Executive hereby waives the defense
          that the Company has, or will then have, an adequate
          remedy at law.

10.  ILLNESS, INCAPACITY, OR DEATH DURING EMPLOYMENT.
     (a)  If, by reason of illness or incapacity, Executive is
          unable to perform his services or discharge his duties
          hereunder for ninety (90) or more consecutive days,
          then, upon sixty (60) days prior notice, the Company
          may terminate the employment of Executive.  In the
          event of such termination, Executive shall have the
          right to assume payment obligations for and continue
          coverage with any and all insurance policies or health
          protection plans previously afforded by the Company, to
          the extent permitted under the terms of any such
          policies or plan.
     (b)  In the event of Executive's death, all obligations of
          the Company under this Agreement shall terminate,
          except that Executive's legal heirs shall be paid all
          salaries and other accrued benefits and shall receive
          reimbursement of all expenses reasonably incurred by
          Executive in performing his responsibilities and duties
          for the Company prior to and including such date.

11.  TERMINATION OF EMPLOYMENT
     (a)  The employment of Executive under this Agreement and
          the term hereof may be terminated by the Company by
          reason of Executive's:
          (i)     failure to perform his responsibilities in
                  accordance with the standards described in
                  paragraph 1(a) and (b), or
          (ii)    negligence or willful misconduct of Executive,
                  or
          (iii)   commission of a fraud or felony during the term
                  of this Agreement, or any extension, renewal,
                  modification, or amendment of same; or
          (iv)    breach of any material provision hereof.
     (b)  If HDA sells the Race Track, this Agreement will be
          deemed terminated on sale closing date.
     (c)  In the event that the employment of Executive under
          this Agreement is terminated by the Company pursuant to
          paragraph 10, 11(a) or 11(b) or if Executive's
          employment under this Agreement is voluntarily
          terminated by the parties for any reason whatsoever,
          then, in any such event, Executive shall forfeit all
(PAGE)
          rights Executive might otherwise have to any Annual
          Salary, or incentive compensation past the effective
          date of termination.

12.  SEPARABILITY AND REFORMATION.
          All provisions of this Agreement shall be considered as
     separate terms and conditions and in the event any one shall
     be held illegal, invalid or unenforceable, all other
     provisions shall be enforced as if the illegal, invalid, or
     unenforceable provision were not a part of this Agreement.
     If the scope of any provision contained in this Agreement is
     too broad to permit enforcement of such provision to its
     full extent, then such provision shall be enforced to the
     maximum extent permitted by law, and the Executive hereby
     consents that such scope may be modified accordingly in any
     proceeding brought to enforce such provision.

13.  ASSIGNMENT; BINDING AGREEMENT.
          The rights and obligations of the Company shall inure
     to the benefit of and shall be binding upon the successors
     and assigns of the Company.  This Agreement may be assigned
     by the Company to any entity that will employ Executive in
     the capacity described in paragraph 1 hereof and that will
     assume the obligations of the Company hereunder, and such
     assignment shall be binding upon Executive.

14.  NOTICES.
          Any notice to be given to the Company shall be
     addressed to such party at the address of its principal
     place of business, and any notice to be given to Executive
     shall be addressed to him at his home address last shown on
     the records of the Company, or to such other address as a
     party may hereafter designate in writing to the other.  Any
     such notice have been duly given or hand delivered or
     enclosed in a properly sealed envelope, addressed as
     aforesaid, postage prepaid, registered or certified mail,
     return receipt requested, and deposited in a post office or
     branch post office regularly maintained by the United States
     Government.

15.  WAIVER.
          Either party's failure to enforce any provision hereof
     shall not in any way be construed as a waiver of any such
     provision or provisions as to the future violation thereof,
     nor prevent that party from thereafter enforcing any other
     provision of this Agreement.  The rights granted the parties
     herein are cumulative, and the waiver by a party of any
(PAGE)
     single remedy shall not constitute a waiver of such party's
     right to assert all other remedies available to him or it
     under the circumstances.

15.  GOVERNING LAW.
          This Agreement shall be construed in accordance with
     the laws of the Commonwealth of Puerto Rico and the parties
     bind themselves to submit to the jurisdiction of the courts
     of the Commonwealth of Puerto Rico for the resolution of any
     and all disputes concerning this Agreement.

17.  CAPTIONS AND PARAGRAPH HEADING.
          Captions and paragraph headings used herein are for
     convenience only and are not a part of this Agreement and
     shall not be used in construing it.

18.  COUNTERPARTS.
          This Agreement may be executed in several counterparts,
     each of which shall be an original but all of which, when
     taken together, shall constitute one and the same
     instrument.

19.  ENTIRE AGREEMENT; MODIFICATION.
          This Agreement constitutes the entire Agreement of the
     parties with respect to the subject matter hereof and may
     not be changed orally, but only by an agreement in writing
     signed by the party against whom the enforcement of any
     waiver, change modification, extension, or discharge is
     sought.


     IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed on the day and year first above written.

INTERSTATE GENERAL PROPERTIES           DONALD DREW
LIMITED PARTNERSHIP S.E.


By:  /s/ Donald G. Blakeman             Donald Drew
     -------------------------          -----------------------
     Donald G. Blakeman                 Donald Drew
     Executive Vice President





(PAGE)                                         Attachment A






December 14, 1993



Mr. Donald Drew
1485 Ashford Avenue
Apt. 1703 N
Condado, Puerto Rico 00907

Dear Don:

This will serve to confirm our agreement regarding the terms
under which you will be compensated by Housing Development
Associates S.E. (hereinafter "HDA") for your participation in the
sale or any of the other contemplated transactions described
below involving El Comandante Race Track (hereinafter "the Race
Track") during the term of your employment agreement dated
December 14, 1993, ("Employment Agreement") with Interstate
General Properties Limited Partnership S.E., which expires
December 31, 1997 unless terminated earlier pursuant to the terms
of the Employment Agreement:

   If the Race Track is sold, you will receive $500,000.  If a
   portion of HDA's interest is sold in connection with a
   refinancing or otherwise, you will receive a prorata portion
   of $500,000 (i.e. if 25% sold, you receive $125,000).  If the
   balance of HDA's interest or the Race Track is later sold, you
   will be paid an additional portion of the $500,000.

   If HDA becomes a publicly traded partnership or corporation
   and sells interests to third party investors, you will receive
   a prorata share of the $500,000 (i.e. if 25% sold to public,
   you receive $125,000).  If you so desire, you my take the
   amount received (i.e. $125,000) or any portion thereof and
   invest it at the time of the public offering in the publicly
   traded partnership or corporation thus created at the public
   issue price, and HDA will reimburse you for 25% of the public
   issue price.  The total compensation paid pursuant to this
   paragraph and the preceding paragraph will never exceed
   $500,000 in the aggregate.

   In addition, HDA will give you options to purchase units or
   shares equal to the number of shares you purchase pursuant to
   the above paragraph, at the original issue price to third
   parties.  The options will contain the same terms and
   conditions as any other options issued by HDA.  If no other
   options are issued by HDA, the vesting provisions commencing
   on the date the options are granted and termination terms will
   be on the same basis as set forth in the IGC Unit Option Plan,
   as amended and restated as of December 14, 1992.
(PAGE)

                                                  Attachment A
Mr. Donald Drew
December 14, 1993
Page - 2-




This letter agreement shall automatically terminate upon the
termination of the Employment Agreement.

We trust the foregoing reflects our complete agreement on this
matter.  If you concur, please sign the copy of this letter which
is enclosed for this purpose.

Very truly yours,

HOUSING DEVELOPMENT ASSOCIATES S.E.

By:  Interstate General Properties Limited
       Partnership S.E., its Managing Partner

By:  Interstate General Company L.P.,
       its General Partner

By:  Interstate General Management Corporation,
       its Managing General Partner



     By /s/ Donald G. Blakeman
        -------------------------
        Donald G. Blakeman
        Executive Vice President


AGREED:

/s/ Donald Drew                December 13, 1993
--------------------           ----------------------
Donald Drew                    Date