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                ASSET PURCHASE AND SALE AGREEMENT




                             BETWEEN





              EL COMANDANTE MANAGEMENT COMPANY LLC
                          (the "Buyer")




                               and





               EL COMANDANTE OPERATING COMPANY LLP
                         (the "Seller")

                                









(PAGE)            ASSET PURCHASE AND SALE AGREEMENT


     This Asset Purchase and Sale Agreement dated as of December
19, 1997 made between the Persons appearing on the cover page
hereto.

                            RECITALS

     (a)  Seller is lessee and operator of the El Comandante Race
Track located in Canovanas, Puerto Rico (the "Race Track") pursuant
to that certain Amended and Restated Lease Agreement dated as of
December 15, 1993, as amended, by and between Housing Development
Associates S.E. ("HDA") and Seller (the "Lease").

     (b)  The Lease proved that (i) upon an event of default, all
of Seller's contracts and agreements for the operation of the Race
Track shall be assigned to HDA, and (ii) upon termination of the
Lease, Seller shall sell and HDA shall purchase all of Seller's
personal property used in the operation of the Race Track.

     (c)  On October 31, 1997 HDA delivered to Seller a Notice of
Termination citing uncured events of default and other grounds for
terminating the Lease effective December 31, 1997.

     (d)  As a result of the foregoing HDA has formed Buyer as a
wholly owned subsidiary for the purpose of acquiring the Assets
(defined below ) and assuming the Contracts (defined below).

     (e)  Effective on the Closing Date, Buyer and HDA shall enter
into a lease agreement (the "New Lease") providing for Buyer to
operate the Race Track on substantially the same terms as the
Lease.

                            AGREEMENT

     In consideration of the foregoing recitals, which are
incorporated herein and made a part hereof, the mutual covenants
herein contained and other good and valuable consideration (the
receipt, adequacy and sufficiency of which are hereby acknowledged
by the parties by their execution hereof), the parties hereto,
intending to be legally bound, hereby agree as follows:




(PAGE)                      ARTICLE 1
                    DEFINITIONS; CONSTRUCTION

     Section 1.1    Definitions.  For purposes of this Agreement,
unless the context clearly indicates otherwise, the following
capitalized terms have the following meanings:

     "Agreement" this Asset Purchase and Sale Agreement and Bill Of
Sale, including all Exhibits and Schedules hereto.

     "Applicable Law" any applicable law, rule, regulation, or
ordinance of any Governmental Authority to which Seller, the
Business or the Assets is subject.

     "As Is" the condition and state of repair of the Assets
existing on the Closing Date.

     "Assets" Tenant's Personal Property, the Contracts, the
Franchises, the Intellectual Property, the Receivables, and the
Permits owned or held by Seller as of the Closing Date.

     "Auditors" Arthur Andersen LLP or such other independent
public accounting and auditing firm as may be selected by Buyer and
acceptable to Seller to prepare an audit of the Business as of the
Closing Date.

     "Business" the operation in the Demised Premises of the
business known as El Comandante racetrack and related off-track
betting operations.

     "Buyer" has the meaning set forth in the cover page of this
Agreement.

     "Closing Date" as of 12:01 a.m. San Juan Time on January 1,
1998.

     "Closing Date Balance Sheet" an audited, statement of assets
and liabilities of Seller as of the Closing Date to be prepared and
examined by and accompanied by the report of the Auditors. 

     "Commonwealth" the Commonwealth of Puerto Rico.

     "Contracts" all of the rights and obligations by or against
Seller in and under contracts, leases of personal property,
licenses, purchase and sales orders, non-competition agreements,
permits, employee contracts, insurance contracts, agents contracts,
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horse owners contracts, television contracts, off -track betting
transmission contracts, and supplier contracts, marketing programs,
promotional programs and advertising programs, and all claims,
rights and obligations by or against  Seller whether contingent or
otherwise, including those listed on Exhibit "A".

     "Demised Premises" shall have the meaning assigned thereto in
the Lease.

     "Dollar" or "$" United States of America dollars.

     "Encumbrance" any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, lease, lien
(statutory or otherwise), security interest or preferential
arrangement of any kind or nature whatsoever, including any
conditional sale or other title retention agreement.

     "Environmental Laws" all Applicable Laws existing on the
Closing Date relating to the protection of the environment,
including all applicable requirements pertaining to reporting,
licensing, permitting, investigation and remediation of emissions,
discharges, releases or threatened releases of Hazardous Materials,
whether solid, liquid or gaseous in nature, into the air, surface
water, ground water or land, or relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials, whether solid, liquid
or gaseous in nature.

     "Financial Statements" the unaudited interim statement of
assets and liabilities of  Seller and the related statements of
sales, costs and expenses for the period ended November 30, 1997,
prepared by Seller.

     "Franchises"  all franchises of the Seller.

     "Governmental Authority" any government of any nation, state,
the Commonwealth or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     "HDA" has the meaning set forth in the Recitals of this
Agreement.

     "Intellectual Property" Trade Names and any other inventions,
know how, patents, trade names, trademarks, designs, service names,
(PAGE)
service marks, copyrights and logos, if any, owned by Seller or as
to which Seller has rights.

     "Lease" has the meaning set forth in the Recitals of this
Agreement.

     "Liabilities" the liabilities of the Business on the Closing
Date, as shown in the Closing Date Balance Sheet, including but not
limited to those shown in Exhibit "B".

     "License" the license to operate the Business issued by the
Commonwealth's Racing Board..

     "Material Adverse Change" a material adverse change in the
Business (financially or otherwise), taken as a whole; provided,
however, that neither (i) the effects of any events, circumstances
or conditions resulting from changes, developments or circumstances
in worldwide national or local conditions (political, economic,
regulatory or otherwise) that adversely affect industries related
to any products of the Business generally, or adversely affect a
broad group of industries generally, in each case where such
events, circumstances or conditions do not adversely affect the
Business disproportionately, nor (ii) any effects of competition or
changes in price of products, raw materials or component products,
shall be deemed to give rise to a Material Adverse Change.

     "Material Adverse Effect" an effect that would result in a
Material Adverse Change; provided, however, that neither (i) the
effects of any events, circumstances or conditions resulting from
changes, developments or circumstances in worldwide, national or
local conditions (political, economic, regulatory or otherwise)
that adversely affect industries related to any products of the
Business generally, or adversely affect a broad group of industries
generally, in each case where such events, circumstances or
conditions do not adversely affect the Business disproportionately,
nor (ii) any effects of competition or changes in prices of
products, raw materials or component products, shall constitute a
Material Adverse Effect.

     "Motor Vehicles" all automobiles, trucks, forklifts, and other
motor driven vehicles (whether on wheels or tracks) owned by Seller
and used exclusively by the Business.

     "New Lease" has the meaning set forth in the Recitals of this
Agreement.
(PAGE)
     "Notice of Termination" the letter of HDA to Seller dated
October 31, 1997, whereby the Lease was terminated effective
December 31, 1997 (Exhibit "C" ).

     "Party" a Person named as entering into this Agreement.

     "Permit" all approvals, authorizations, consents, licenses,
franchises, orders and other permits of any Governmental Authority.

     "Person" any natural person, corporation, limited partnership,
general partnership, joint venture, association, company, trust,
joint stock company, bank, trust company, land trust, vehicle
trust, business trust, real estate investment  trust, estate,
limited liability company or other organization irrespective of
whether it is a legal entity, and any Governmental Authority.

     "Receivables"  all amounts payable by any person to Seller as
of the Closing Date whether contingent or otherwise arising from
the operations of the Business.

     "Seller" has the meaning set forth in the cover page of this
Agreement.

     "Settlement Date" 15 calendar days after the date in which the
Closing Date Balance Sheet is notified by the Auditors to Buyer.

     "Tax" any tax, charge, fee, levy, duty, impost, withholding or
other assessment, together with any interest and penalties,
additions to tax and additional amounts imposed by any Governmental
Authority.

     "Tenant's Personal Property" shall have the meaning assigned
thereto in the Lease.

     Section 1.2    Rules of Construction.  

          1.2.1     Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared, in
accordance with generally accepted accounting principles, as in
effect from time to time, applied on a consistent basis.

          1.2.2     All the agreements or instruments herein
defined shall mean such agreements or instruments as the same may
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from time to time be supplemented or amended or the terms thereof
waived or modified to the extent permitted by, and in accordance
with, the terms thereof and of this Agreement.

          1.2.3     Unless this Agreement clearly requires
otherwise, words of masculine gender shall be construed to include
the correlative words of feminine and neuter genders and vice
versa, and words of singular number shall be construed to include
correlative words of plural number and vice versa.

          1.2.4     The words "herein", "hereof", and "hereunder"
and words of similar import refer to this Agreement as a whole.

          1.2.5     This Agreement and all the provisions hereof
shall be liberally construed to effectuate the purposes set forth
herein and to sustain the validity hereof.

          1.2.6     All references herein to particular articles,
sections, or exhibits, are references to articles, sections, or
exhibits of this Agreement unless some other reference is
established.

                            ARTICLE 2
                   PURCHASE AND SALE OF ASSETS

     Section 2.1    Purchase and Sale - As Is.  Subject to the
terms and conditions hereof,  Seller hereby sells, assigns,
transfers, grants, bargains, delivers and conveys to Buyer, and
Buyer purchases from Seller, on an As Is basis, all of the right,
title and interest of Seller in and to the Assets.  

     Section 2.2    Assignability and Consents.  Anything in this
Agreement to the contrary notwithstanding, this Agreement shall not
constitute an agreement to assign any order, Contract, agreement,
lease, commitment, license, Franchise, permits, authorization or
concession if an attempted assignment thereof, without the consent
of another party thereto or any Governmental Authority, would
constitute a breach thereof.  Seller shall use all reasonable
efforts and Buyer shall cooperate in all reasonable respects with
Seller to obtain all consents and waivers and to resolve all
impracticalities of assignments or transfers necessary to convey
the Assets to Buyer. 

     Section 2.3    Assumption of Liabilities.  Buyer hereby
assumes, and shall hereinafter pay, perform and discharge as and
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when due, the Liabilities.

     Section 2.4    Transfer Taxes.  Buyer shall be responsible for
all transfer, registration, excise and similar taxes and fees
assessed or payable in connection with the transfer of the Assets.

     Section 2.5    Purchase Price.  Buyer, in consideration for
the sale, transfer, conveyance and assignment of the Assets, shall 
pay to Seller, on the Settlement Date, an amount equal to the
difference, if any,  between the depreciated book value of the
Assets and the aggregate amount owed by Seller on the Liabilities,
all pursuant to the Closing Date Balance Sheet.

                            ARTICLE 3
            REPRESENTATIONS AND WARRANTIES OF SELLER

     Except as set forth on the Disclosure Schedule, Seller hereby
represents and warrants to Buyer as follows:

     Section 3.1    Corporate Organization of the Company.  Seller
is a duly organized and validly existing corporation under the laws
of the Commonwealth, and in good standing under the laws of the
Commonwealth.  Seller has the power and authority to own, lease and
operate the Assets, to own and to conduct its business as presently
being conducted.  Seller is duly qualified and in good standing to
do business as a foreign corporation in each jurisdiction in which
the properties owned or leased by it or the nature of the business
conducted by it makes such qualification necessary.

     Section 3.2    Power and Authority to Sell.  Seller has full
right, power and authority to enter into this Agreement and the
other agreements, documents and instruments to be executed and
delivered by Seller pursuant hereto and to consummate the
transactions contemplated of it hereunder and thereunder; and the
consummation by Seller of all transactions contemplated of it
hereunder and thereunder has been duly authorized by all necessary
corporate action.  This Agreement constitutes, and when executed
and delivered each of the other agreements, documents and
instruments to be executed by Seller pursuant hereto will
constitute a legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms except
as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or moratorium laws or other similar laws
affecting enforcement of creditor's rights generally or by general
principles of equity (regardless of whether such enforcement is
(PAGE)
considered in a proceeding in equity or at law).

     Section 3.3    Financial Statements.  Correct and complete
copies of the Financial Statements are attached hereto as Schedule
3.3.  The  Financial Statements fairly present, in all material
respects, the assets, liabilities, gross income, cost and expenses
of  Seller as of the date thereof.   
     Section 3.4    Taxes.  Seller has timely filed, all federal,
Commonwealth, local and foreign Tax reports and returns required to
be filed by it for the Business prior to the date hereof, and the
full amount of Taxes, if any, together with interest and penalties
thereon, shown to be due on such Tax returns have been timely paid. 
To the knowledge of Seller, the foregoing Tax returns reflected
accurately the facts regarding the income, business, assets,
operations and activities of the Business and any other information
required to be shown thereon.  To the knowledge of Seller, there
are no claims pending against Seller for deficient or past due
taxes, nor is any unassessed tax deficiency proposed against
Seller.

     Section 3.5    No Conflict or Violation.  Neither the
execution and delivery by Seller of this Agreement nor the
consummation of the transactions contemplated to be consummated by
Seller hereby nor compliance by Seller with any of the provisions
hereof will: (i) violate or conflict with any provision of the
certificate of incorporation, bylaws, or comparable organizational
documents of Seller; (ii) violate or conflict with, in any material
respect any Applicable Law, or any order, judgment, writ,
injunction, decree or award applicable to Seller, or constitute an
event which, with the giving of notice, lapse of time, or both,
would result in any such violation or conflict; (iii) except as set
forth on Schedule 3.5, result in a violation or breach of, or
constitute a default (or an event which, with the giving or notice
or the lapse of time or both, would become a default) under any
material agreement, note, bond, mortgage, indenture, license,
permit or instrument to which Seller is a party or by which any of
the Assets are bound, or (iv) result in the imposition of any
Encumbrance on any Asset , or an event which, with the giving of
notice, lapse of time, or both, would result in any such
imposition.

     Section 3.6    Litigation and Proceedings.  There is no
action, suit, proceeding or investigation pending or, to the
knowledge of Seller, threatened against or directly affecting the
Assets or the Business before any Governmental Authority which
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challenges the validity of this Agreement or otherwise seeks to
prevent the consummation of the transactions contemplated hereunder
or which, if adversely determined, would have a Material Adverse
Effect.  No judgment, order, writ, injunction, decree or assessment
of any Governmental Authority is presently in effect which would
have a Material Adverse Effect. 

     Section 3.7    Consents and Approvals.  Except as set forth on
Schedule 3.7, no consent, approval or authorization of any Person,
nor any declaration, filing or registration with any Governmental
Authority or other Person, is required to be made or obtained by
Seller or the Business in connection with the execution and
delivery by Seller of this Agreement and the consummation by Seller
of the transactions contemplated to be consummated by Seller
hereunder.

     Section 3.8    Assets; Title.   Since November 30, 1997, 
there have been no acquisitions or dispositions of Assets except in
the ordinary course of business and consistent with the past
practices of the Business.  The Seller possesses good and
marketable title to the Assets (other than property leased to
Seller, in which the case Seller possesses a valid right to use
such property), and none of the Assets are subject to any
Encumbrances.

<PAGE>
(PAGE)
    Section 3.9    Contracts.

          3.9.1  Schedule 3.9 lists 

          (i)  all  employment Contracts to which Seller is a party
with employees of  the Business; and

          (ii) each written Contract to which Seller is a party
which (a) is not terminable by Seller on one hundred twenty or
fewer days' notice at any time without penalty, or (b) has a
remaining term, as of the date of this Agreement, of over one year
in length, or involves the receipt or payment after the Closing
Date of more than $200,000.

          3.9.2  To Seller's knowledge, the Seller is not in breach
or violation of, or in default under any of the Contracts, and no
event has occurred which, with the giving of notice, lapse of time,
or both, would constitute such a breach, violation or default by
the Seller, excluding in any case such breaches, violations and
defaults which, individually or in the aggregate, would not have a
Material Adverse Effect.  All of the Contracts (a) constitute the
valid and binding obligation of Seller, enforceable against Seller
in accordance with their terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or
moratorium laws or other similar laws affecting enforcement of
creditor's rights generally or by general principles of equity
(regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (b) to Seller's knowledge,
constitute the valid and binding obligation of the other parties
thereto, enforceable against such parties in accordance with their
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or moratorium laws or other
similar laws affecting enforcement of creditor's rights generally
or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

     Section 3.10   Environmental Matters.  To the knowledge of
Seller, except as set forth on Schedule 3.10, neither the ownership
or use of the Assets, violates Environmental Laws and no condition
or event has occurred with respect to the Business or Assets which,
with the giving of notice, lapse of time, or both, would constitute
a violation of Environmental Laws, excluding in any event such
violations, conditions and events which, individually or in the
aggregate, would not have a Material Adverse Effect.

(PAGE)
     Section 3.11   Material Adverse Change; Absence of Undisclosed
Liabilities.   Except (a) for liabilities and obligations incurred
in the ordinary course of business since November 30, 1997 , since
said date, Seller has not incurred any liabilities or obligations
(whether direct, indirect, accrued, contingent or otherwise)
material to the Business that would be required to be reflected or
reserved against in a balance sheet of the Business, or in the
notes thereto.

     Section 3.12   Permits.  Seller has all Permits necessary for
the conduct of the Business except for any Permits the absence of
which would not have a Material Adverse Effect.  Seller has not
received notice that it is operating the Business in default or
violation of any of the Permits, except for any such defaults or
violations which would not have a Material Adverse Effect.  A
complete and correct list of all material Permits is set forth on
Schedule 3.12.

     Section 3.13   Compliance with Laws.  Seller, in operating the
Business, is in compliance with all Applicable Laws, except such
non-compliance which would not have a Material Adverse Effect.  

     Section 3.14   Employees; Labor Matters; Benefit Plans.  

     3.14.1    Except as set forth in Schedule 3.14 and for such
violations, claims, changes, disputes, actions, grievances and
arbitrations which, individually or in the aggregate, would not
have a Material Adverse Effect, to Seller's knowledge, Seller, in
operating the Business, is in material compliance with all
Applicable Laws respecting employment practices, terms and
conditions of employment, wages and hours, there is no unfair labor
practice complaint against Seller arising from the operation of the
Business pending before the National Labor Relations Board or other
agency, there is no claim or charge before the Equal Employment
Opportunity Commission or other similar state agency arising from
the operation of the Business, and there is no labor strike,
material dispute, slowdown or stoppage pending against the
Business.

     3.14.2      Seller maintains a pension plan with respect to
employees of the Business, which Buyer assumes pursuant to the
terms of this Agreement.  A copy of said plan has been delivered to
Buyer prior to the date hereof.  Seller maintains no other employee
benefit plan, including, without limitation, deferred compensation
or severance plan.  
(PAGE)
                            ARTICLE 4
             REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer makes the following representations and warranties to
Seller:

     Section 4.1    Organization.  Buyer is a duly organized and
validly existing limited liability company, in good standing under
the laws of the State of Delaware, and has the power and authority
to own, lease and operate its assets and properties and to conduct
its  business as now being conducted. 

     Section 4.2    Authorization.  Buyer has full right, power and
authority to enter into this Agreement and the other agreements,
documents and instruments to be executed and delivered by Buyer
pursuant hereto and to consummate the transactions contemplated of
it hereunder and thereunder and the consummation by Buyer of all
transactions contemplated of it hereunder and thereunder has been
duly authorized by all necessary corporate action.  This Agreement
constitutes, and when executed and delivered each of the other
agreements, documents and instruments to be executed and delivered
by Buyer pursuant hereto will constitute a legal, valid and binding
obligation of Buyer enforceable against the Buyer in accordance
with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or moratorium
laws or other similar laws affecting enforcement of creditor's
rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or
at law).

     Section 4.3    No Conflict or Violation.  Neither the
execution and delivery of this Agreement, nor the consummation of
the transactions contemplated to be consummated by Buyer hereby nor
compliance by Buyer with any of the provisions hereof will: (i)
violate or conflict with any provision of the certificate of
formation, operating agreement, or comparable organizational
documents of Buyer; (ii) violate or conflict with, in material
respect, any Applicable Law or any order, judgment, writ,
injunction, decree or award applicable to Buyer, or constitute an
event which, with the giving of notice, lapse of time, or both,
would result in any such violation or conflict; or (iii) result in
a violation or breach of, or constitute a default (or an event
which, with the giving of notice or the lapse of time or both,
would become a default) under any material agreement, note, bond,
mortgage, indenture, license, permit or instrument to which Buyer
(PAGE)
is a party or by which any of its assets are bound.

     Section 4.4    Litigation and Proceedings.  There is no
action, suit, proceeding or investigation pending or, to the
knowledge of Buyer, threatened before any Governmental Authority
which challenges the validity of this Agreement or otherwise seeks
to prevent the consummation of the transactions contemplated
hereunder or which, if adversely determined, would adversely affect
the ability of Buyer to perform its obligations hereunder. 

     Section 4.5    Consents and Approvals.  No consent, approval
or authorization of any Person, nor any declaration, filing or
registration with any Governmental Authority or other Person, is
required to be made or obtained by Buyer in connection with the
execution and delivery by Buyer of this Agreement and the
consummation by Buyer of the transactions contemplated to be
consummated by Buyer hereunder.

     Section 4.6    Brokers.  No agent, broker or other Person
acting pursuant to express or implied authority of Buyer is
entitled to a commission or finder's fee in connection with the
transactions contemplated by this Agreement or, pursuant to express
or implied authority of Buyer, will be entitled to make any claim
against Seller for a commission or finder's fee.

     Section 4.7    Financial Ability to Close.  Buyer specifically
represents and warrants to Seller that Buyer presently has and at
Closing will have the financial ability to perform Buyer's
obligations under this Agreement.

     Section 4.8    Employment of Business Employees.  Buyer will
offer employment to all the employees of the Business.  Said offer
of employment will be under terms and conditions substantially
equivalent to those prevailing immediately prior to the Closing
Date, except for pension plan, long and short term disability
insurance coverage, life insurance coverage and medical insurance
coverage now being provided by Seller.  Buyer shall recognize the
vacation leave accumulated (and accrued on the books) as of the
Closing Date.


                            ARTICLE 5
                       FURTHER AGREEMENTS

     Section 5.1    Assignment of Contracts.  Seller assigns,
(PAGE)
transfers and delivers to Buyer, and Buyer accepts and assumes all
of Seller's obligations in the Contracts.

     Section 5.2    Assignment of Permits.  Seller assigns,
transfers and delivers to Buyer, and Buyer accept and assumes all
of Seller's obligations in the Permits.

     Section 5.3    Racing License.     Upon termination of the
Lease, Seller hereby surrenders all right in the License.  Seller
shall use its best efforts to cause the Racing Board to grant a new
license to Buyer to operate the Race Track and the Business
commencing on the Closing Date.

     Section 5.4    Survival of Covenants, Representations and
Warranties.  All representations, warranties and covenants made by
the Parties in this Agreement shall survive the Closing Date and
continue in full force and effect thereafter.

     Section 5.5    Power of Attorney.  Seller hereby irrevocably
constitutes and appoints Buyer its true and lawful attorney-in-fact
with full power of substitution and in name and stead of Seller,
but on behalf of and for the benefit of Buyer, to (i) demand and
receive the Assets, including to execute any document or instrument
necessary or appropriate to confirm unto Buyer clear title to the
Assets, (ii) collect for the account of Buyer all receivables
payable to Seller on the Closing Date, and (iii) institute,
prosecute, defend or settle, in the name of Seller or otherwise,
but for the benefit of Buyer, any and all proceedings at law or
equity which Buyer may deem proper relating to the Assets or the
Business.

                            ARTICLE 6
                       GENERAL PROVISIONS

     Section 6.1    Amendment and Modification.  No amendment,
modification, supplement, termination, consent or waiver of any
provision of this Agreement, nor consent to any departure
therefrom, will in any event be effective unless the same is signed
by the Party against whom enforcement of the same is sought.  Any
waiver of any provision of this Agreement and any consent to any
departure from the terms of any provision of this Agreement shall
be effective only in the specific instance and for the specific
purpose for which given.

     Section 6.2    Approvals and Consents.  If any provision
(PAGE)
hereof requires the approval or consent of any Party to any act or
omission, such approval or consent is not to be unreasonably
withheld or delayed except as set forth herein.

     Section 6.3    Assignments.  No Party may assign or transfer
any of its rights or obligations under this Agreement to any other
Person without the prior  consent of the other Party.

     Section 6.4    Captions.  Captions contained in this Agreement 
have been inserted herein only as a matter of convenience and in no
way define, limit, extend or describe the scope of this Agreement
or the intent of any provision hereof.

     Section 6.5    Compliance with Law.  None of the terms or
provisions of this Agreement require any of the Parties to take any
action prohibited by, or contrary to, Applicable Law.

     Section 6.6     Facsimile Execution.  For purposes of
executing this Agreement, a document (or signature page thereto)
signed and transmitted by facsimile machine or telecopier shall be
treated as an original document.  The signature of any Party
thereon, for purposes hereof, shall be considered as an original
signature, and the document transmitted shall be considered to have
the same binding effect as an original signature on an original
document.  At the request of any Party, any facsimile or telecopy
document shall be re-executed in original form by the Parties who
executed the facsimile or telecopy document.  No Party may raise
the use of a facsimile machine or telecopier machine as a defense
to the enforcement of this Agreement or any amendment or other
document executed in compliance with this Section.

     Section 6.7    Counterparts.  This Agreement may be executed
by the Parties on any number of separate counterparts, and all such
counterparts so executed constitute one agreement binding on all
the Parties notwithstanding that all the Parties are not
signatories on the same counterpart.

     Section 6.8    Entire Agreement.  This Agreement constitutes
the entire agreement among the Parties pertaining to the subject
matter hereof and supersedes all prior agreements, letters of
intent, understandings, negotiations and discussions of the
Parties, whether oral or written.

     Section 6.9    Exhibits and Schedules.  All of the Exhibits
and Schedules attached to this Agreement are deemed incorporated
(PAGE)
herein by reference.

     Section 6.10   Failure or Delay.  No failure on the part of
any Party to exercise, and no delay in exercising, any right, power
or privilege hereunder operates as a waiver thereof; nor does any
single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof, or the
exercise of any other right, power or privilege.  No notice to or
demand on any Party in any case entitles such Party to any other or
further notice or demand in similar or other circumstances.

     Section 6.11   Further Assurances.  The Parties will execute
and deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purpose of
this Agreement.

     Section 6.12   Governing Law.  This Agreement and the rights
and obligations of the Parties hereunder are to be governed by and
construed and interpreted in accordance with the laws of the
Commonwealth applicable to contracts made and to be performed
wholly within the Commonwealth, without regard to choice or
conflict of laws rules.

     Section 6.13   Legal Fees, Costs.  All legal and other costs
and expenses incurred in connection with this Agreement and the
transactions contemplated hereby are to be paid by the Party
incurring such costs and expenses; provided, however, that the
provision of this Section 6.13 shall not in any way limit the
rights of any Party hereto against the other Party with respect to
a breach by such other Party of its obligations hereunder.  

     Section 6.14   Notices.  All notices, consents, requests,
demands and other communications hereunder are to be in writing,
and are deemed to have been duly given or made: (a) when delivered
in person; (b) on the date noted on the return receipt of the
delivery date or attempted delivery date, when mailed by United
States mail, first class, return receipt requested first class
postage prepaid; (c) in the case of overnight courier services, on
the day of delivery by the overnight courier service with payment
provided for; or (d) in the case of telex or telecopy or fax, when
sent, verification received, in each case addressed as follows:




(PAGE)
     (i)  if to Buyer:
                                                                  
          -------------------------------------
                                                                  
          -------------------------------------
                                                                  
          -------------------------------------
                                                                  
          Fax #:  (    )                                          
                 
     with a copy to:
                                                                  
          --------------------------------------------------------
                                                                  
          --------------------------------------------------------
                                                                  
          --------------------------------------------------------
                                                                  
          Fax #:  (    )                                          
                 

     (ii) if to Seller:
                                                                  
          --------------------------------------------------------
          Attention:                                              
                     --------------------------------------------- 
                   
          -------------------------------------------------------- 
                     
          -------------------------------------------------------- 
          
          Fax #:    (    )                                      ]

     with a copy to:

          Fiddler, Gonzalez & Rodriguez
          Chase Manhattan Bank Building
          Fifth Floor
          Hato Rey, Puerto Rico
          Post Office Box 363507
          San Juan, Puerto Rico  00936-3507
          Attention: Julio L. Aguirre, Esquire
          Fax # (787) 759-3108


(PAGE)
     and to:

          Covington & Burling
          1201 Pennsylvania Avenue, NW
          Washington, D.C.  20004
          Attention: Andrew Jack, Esquire
          Fax #: (202) 778-5232

or to such other address as any Party may designate by notice to
the other Parties in accordance with the terms of this Section.

     Section 6.15   Publicity.  Any publicity release,
advertisement, filing, public statement or announcement made by or
at the request of any Party regarding this Agreement hall be first
reviewed by and must be satisfactory and consented to the other
Parties, which consent will not be unreasonably withheld.

     Section 6.16   Severability.  Any provision of this Agreement
which is prohibited, unenforceable or not authorized in any
jurisdiction is, as to such jurisdiction, ineffective to the extent
of any such prohibition, unenforceability or non-authorization
without invalidating the remaining provisions hereof, or affecting
the validity, enforceability or legality of such provision in any
other jurisdiction, unless the ineffectiveness of such provision
would result in such a material change as to cause completion of
the transactions contemplated hereby to be unreasonable.

     Section 6.17   Successors and Assigns.  All provisions of this
Agreement are binding upon, inure to the benefit of, and are
enforceable by or against, the Parties and their respective
administrators or other legal representatives and permitted
successors and assigns.

     Section 6.18   Third-Party Beneficiary.  This Agreement is
solely for the benefit of the Parties and their respective
successors and permitted assigns, and no other Person has any
right, benefit, priority or interest under, or because of the
existence of, this Agreement.

     Section 6.19   Bulk Sales Law.  Buyer hereby waives compliance
by Seller with the laws or any jurisdiction, including without
limitation the laws of the Commonwealth, relating to bulk transfers
which may be applicable in connection with the transfer of the
Assets to Buyer.

(PAGE)
     Section 6.20   Signature Warranty.  Each Person executing this
Agreement warrants that he is authorized to do so on behalf of the
Party for whom he signs this Agreement.

     Section 6.21   Effectiveness.  This Agreement shall be
effective as of the date hereof upon the approval by the
Commonwealth's Racing Board of the New Lease.

     IN WITNESS WHEREOF, Buyer and Seller have caused this
Agreement to be executed by their respective officers, as of the
date first set forth above.