MANAGEMENT AGREEMENT

     This Management Agreement (the "Management Agreement"), is entered
into by and between VALLEY RACING ASSOCIATION, a Texas joint venture
("Owner") comprised of Ladbroke Racing Texas Corporation, a Texas
corporation ("LRT") and Ladbroke Racing Management Texas Corporation, a
Texas corporation ("LRM") and SHRP VALLEY LLC, a Texas limited liability
company ("Manager").  If the Owner reorganizes its business status as a
corporation in accordance with Section 3.2 below, any reference to Owner
shall include that corporation.

     WHEREAS, contemporaneously herewith, Owner and Manager have entered
into that certain Lease Agreement (the "Lease Agreement") by which Owner
has leased to Manager the Valley Greyhound Park, a pari-mutuel greyhound
racetrack owned by Owner located in Cameron County, Texas (the "Track");

     WHEREAS, the Texas Racing Commission  (the "Commission"), as
established pursuant to the Racing Act (defined below) issued to Owner,
a license authorizing it to conduct greyhound racing, with pari-mutuel
wagering, in accordance with the Racing Act  (the "License").  A copy of
the License is attached to this Agreement as Exhibit "A";

     WHEREAS, during the term of the Lease Agreement ownership of the
Track and the License will remain with Owner;

     WHEREAS, during the term of the Lease Agreement upon the terms and
conditions hereinafter set forth, Owner desires to engage Manager to
manage all aspects of racing operations of the Track;

     NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and in the Lease
Agreement, it is hereby agreed as follows:

                                   1.     DEFINITIONS

a.   Terms Defined.  When used in this Agreement, the following terms
shall have the meanings set forth below:

          "Racing Act" shall mean Texas Civil Statutes, Article 179e,
and any rules and regulations  promulgated pursuant thereto, as
such act, rules and regulations may be amended from time to time.

          "Term" as to this Management Agreement shall have the meaning
set forth in Section 7.1.

b.   Number and Gender.  Whenever the context requires, references in
this Agreement to the singular number shall include the plural, and the
plural number shall include the singular, and  words denoting gender
shall include the masculine, feminine and neuter.

                                   2.     APPOINTMENT OF MANAGER;
APPROVAL

a.   Manager for Track Operations.  Owner hereby engages Manager, as an
independent contractor, and not as an agent, servant, employee, partner
or joint venturer, to manage the day-to-day operations of the Track
during the Lease Term, including, the right to conduct dog racing
operations and simulcasting under the License at the Track and exercise
all other rights under the License during the Term, in accordance with
terms and conditions hereinafter set forth.

b.   Approval.  During the Due Diligence Period, as defined in the Lease
Agreement, Owner and Manager shall use their best efforts to obtain
approval of this Agreement by the Commission and the issuance by the
Commission of a resolution evidencing its determination that Manager is
authorized to exercise all of the rights granted to it under this
Agreement, and specifically approving the Management Agreement such that
Manager, if it exercises the Option (defined in Article X), shall be
entitled, as the transferee of the License, to continue all operations
authorized under the License.  At the same time that approval of the
Management Agreement and the Lease Agreement is sought from the
Commission, Owner shall use its best efforts to obtain approval from the
Commission to reorganize its business entity status from a joint venture
entity to a corporate entity by having LRM convey its joint venture
interest in Owner to LRT.  If such approval is obtained, Owner shall
promptly take all action necessary to reorganize as a corporate entity,
in a manner reasonably satisfactory to Manager.  In the event either of
these approvals is not obtained by Owner, Manager may terminate this
Agreement within the later to occur of 15 days after receiving written
notice that the approval cannot be obtained or the expiration of the Due
Diligence Period.

c.   Internal Approvals.  Owner's rights and obligations under this
Agreement and the Lease, until March 10, 1999, shall be subject to and
conditioned upon Owner conducting an internal review of Manager and its
owners, to verify that, in Owner's reasonable determination, Owner does
not currently have reason to exercise its rights under Section 8.5(b) of
this Agreement.  If Owner reasonably determines it is currently entitled
to give the notice specified in Section 8.5(b), it shall notify Manager
of the reasons therefore and the action required to remove Owner's
objection.  If Manager fails to cure that objection to Owner's
reasonable satisfaction within the Due Diligence Period, Owner may
terminate this Agreement.  However, if Owner is so entitled and fails to
terminate this Agreement on or before March 10, 1999, Manager shall be
deemed approved and Owner shall have no further rights to terminate this
Agreement under this Section 2.3.

                                   3.     RIGHTS OF MANAGER

a.   Rights Under License.  Manager shall have all of the privileges,
rights and beneficial and pecuniary interest, now or hereafter arising,
in and under the License, that relate to dog racing to be conducted at
the Track, simulcasting of dog and horse racing for either races to be
conducted at the facility (as to dog racing only) or at other
facilities, as either a "guest" or "host" track and other rights granted
by or associated with the License.

b.   Operational Control.  Manager shall have exclusive control during
the Term of this Agreement relating to all matters associated with
conducting dog racing and simulcasting of any kind at the Track and
other rights granted by or associated with the License.  Manager shall
have the right to exercise and control all matters and incidental rights
associated with the issuance, maintenance, ownership and continued
effectiveness of the License, including, without limitation, preparing
and submitting any and all applications and other submittals to be made
to the Commission in connection with the issuance and maintenance of the
License, application fees, license fees, license certificates and other
license credentials and all security deposits and other financial
assurances posted with the Commission in connection with the issuance of
the License.  Any deposits and other assurances made by Manager shall
remain the property of Manager upon the termination of this Agreement.

                                   4.     OBLIGATIONS OF MANAGER

a.   Compliance with Laws.  Subject to the exceptions in Section 17(a)
of the Lease, Manager shall operate the Track in compliance with all
applicable governmental laws, rules, ordinances, regulations, orders and
decrees of all applicable jurisdictions, governmental authorities and
courts (including, without limitation, the rules and regulations of the
Commission) (collectively, "Applicable Laws") and shall furnish the
Owner promptly with any and all notices of and from any governmental
authority which are served upon or received by the Manager, legal or
otherwise, relating to the Track, Track operations, and/or the License
and which impact the ability of Owner or Manager to maintain the License
in good standing, would expose the Owner or Manager to liability or give
rise to an enforcement action against the Owner or Manager by the
Commission.

b.   Licenses and Permits.  Manager shall acquire and keep in full force
and in good standing all licenses and certificates and permits required
for the Track operations, including the License.

c.   Expenses.  Manager shall incur and pay all normal and proper
operating expenses of the Track, including all ad valorem taxes on the
Track, all fees and expenses of any kind including licensing fees,
imposed by the Commission.

d.   Liability Insurance.  Manager shall, at its sole cost and expense,
obtain and maintain in full force and effect, for the mutual benefit of
Owner and Manager, comprehensive public liability insurance in
accordance with the terms of the Lease Agreement.

e.   Reports.  Manager shall provide Owner with a copy of all filings
made by Manager with the Commission concerning the Track, Track
operations and the License which impact the ability of Owner or Manager
to maintain the License in good standing, would expose the Owner or
Manager to liability or give rise to an enforcement action against the
Owner or Manager by the Commission within ten (10) days of the filing of
same with the Commission.  In addition, Manager shall, within ten (10)
days of receipt from the Commission or any other governmental or
regulatory agency, provide Owner copies of all material documentation
relating to the Track, Track Operations and the License which impact the
ability of Owner or Manager to maintain the License in good standing,
would expose the Owner or Manager to liability or give rise to an
enforcement action against the Owner or Manager by the Commission.

f.   Other Information.  Upon request from Owner, Manager shall provide
Owner and/or Ladbroke (defined in Section 4.8) with reasonable details
and the identity of the immediate, intermediate and ultimate
shareholders, partners or other owners of Manager and such other
information relating to Manager and such owners, as may be reasonably
requested of Owner and/or Ladbroke by any Gaming Authority (defined in
Section 8.5(a)) to which Owner and/or Ladbroke (and its subsidiaries and
affiliates) may be subject from time to time, but this shall not require
Manager to provide details of or relating to the owners of any company
within its group of companies which is quoted on any international stock
exchange.

g.   Disclosures.  Ladbroke shall be entitled to provide to any Gaming
Authority such financial and other information relating to the Track and
Manager that any Gaming Authority may reasonably require from time to
time and Manager shall provide that information as may be reasonably
required of it from time to time so that Owner and/or Ladbroke (and its
subsidiaries and affiliates) may properly respond to any request or
demand of that Gaming Authority in a timely manner.

h.   Requests for Changes.  Owner may at any time request that Manager
make changes in and to the operation of the Track as it may consider
necessary and/or desirable from time to time in order to comply with
Applicable Laws.  Additionally, Owner may make similar requests for
modifications relating to laws applicable to Owner, the ultimate parent
corporation of Owner, Ladbroke Group PLC ("Ladbroke"), or any affiliate
of Ladbroke including, without limitation, any legislation, statute,
statutory instrument, by-law, any public or governmental or statutory or
regulatory authority or person, the Ladbroke Betting and Gaming Division
Compliance Manual, any directive, guidance and/or advice of any
regulatory or governing authority or body to which Ladbroke (or any
subsidiary or affiliate of Ladbroke) may be subject wheresoever situated
and shall include, but shall not be limited to, membership rules and
regulations, terms of admittance, tax or other
governmental/statutory/regulatory, reporting and/or filing, gaming
license (personal or corporate), liquor license, business and other
licenses (whether like or unlike the foregoing), conduct of gaming and
house rules, banking, cage and gaming reserves, audit and accounting,
credit policies and procedures, security and currency rules and
regulations.  Notwithstanding the foregoing, although Manager may
consider these requests, it shall have no obligation to comply with any
such request made by Owner; provided nothing in this Section shall be
construed to diminish Owner's rights under Section 8.5 of this
Agreement.

                                   5.     RESTRICTIONS ON AND
OBLIGATIONS OF OWNER AND
SHAREHOLDERS

a.   Documentation and Appearances.  Owner shall execute all
documentation relating to operations at the Track, as required by the
Commission from time to time, as the Owner of the License, in the form
of and in accordance with the reasonable direction of Manager, unless
such action would expose Owner to liability or jeopardize the license. 
Owner shall also make any appearances necessary or desirable relating to
operations at the Track or as required by the Commission.  Upon the
request of Manager and subject to the approval of the Commission, a
representative of Manager shall be given signatory authority, on behalf
of the Owner, to execute applications, reports and other communications
relating to the License that relate to operations to be conducted at the
Facility and to conduct any oral and written communication with the
Commission.

b.   Relinquishment of Control.  Owner shall have no discretionary
authority to exercise any control over the License that relates to
operations to be conducted at the Track or to execute any written
instruments in any way relating to the License that relates to
operations to be conducted at the Track and shall not take any such
action except as directed by Manager.

c.   Notices.  Owner shall immediately forward to Manager any notice,
correspondence, forms, reports or other communication received by Owner
from the Commission or any other entity which relates to or affects the
operations at the Track or the License.

d.   Communications.  Unless otherwise instructed by the Commission, all
communications with third parties concerning the License, including
those that relate to operations to be conducted at the Track shall be
done in the name of and by the Manager.

e.   Organizational Restrictions.  Owner shall not dissolve, liquidate,
merge, terminate or in any way transfer ownership of the License or any
interest in the Owner in a manner that would result in the termination,
cancellation, revocation of the License or otherwise impede Manager's
operation at the Track.

f.   Duty to Cooperate.  Owner will provide full and complete
cooperation and assistance to Manager in its efforts to comply with the
Racing Act and any and all orders or other requirements of the
Commission and to maintain the continued existence of the License.

g.   Limitations on Manager's Authority.  If, pursuant to the provisions
of the Racing Act, the scope of Manager's responsibilities or duties
under this Agreement violate the Racing Act, Owner and Manager agree to
make reasonable modifications to this Agreement, so as to allow
operations at the Racetrack to continue in compliance with the Racing
Act.

h.   Limitations on Owner's Actions.  Except pursuant to the provisions
of Article X, the Owner, LRT and LRM and each of their shareholders
shall not, during the Term of this Agreement, sell, assign, transfer,
pledge, encumber, charge or in any way dispose of the outstanding
venture interests of the Owner or the outstanding capital stock of LRT
or LRM.

                                   6.      INDEMNIFICATION

a.   Indemnity by Manager.  Subject to the matters for which Owner
hereby indemnifies Manager under Section 6.2 below, Manager hereby
agrees to indemnify and hold harmless Owner, the venture partners of
Owner, the parent corporation of the venture partners, and their
employees and agents from and against all losses, costs, damages,
expenses and liabilities of whatsoever nature, including, but not
limited to, attorneys' fees, costs of litigation, court costs, amounts
paid in settlement and amounts paid to discharge judgments relating to
any claim, lawsuit, cause of action, or other legal action or proceeding
brought against Owner or to which Owner may be a party, even if
groundless, false or fraudulent, directly or indirectly resulting from,
or arising out of the terms and provisions of or be based upon any claim
by any party relative to the management, operation and control by
Manager of the Track, the Track operations, and the License.  This
indemnity provision shall be deemed to be continuing in nature and shall
remain in full force and effect and shall survive the expiration or
termination of the Management Agreement and the Lease Agreement.

b.   Indemnity by Owner.  Owner hereby agrees to indemnify Manager
against any damage and expense Manager may suffer as a result of failure
of Owner, LRT, LRM or their shareholders to comply with the terms of
this Agreement including, without limitation, the failure of the
representations, warranties and covenants in this Agreement and the
Lease to be true and correct and/or Owner's gross negligence or
intentional misconduct relating to the License or operations at the
Track.

                                   7.      TERM OF AGREEMENT
     This Management Agreement shall be effective as of the date hereof
and the term hereof shall be conterminous with the Lease Agreement and
shall remain in effect for the term of the Lease Agreement (the "Term").

                                   8.      DEFAULT, TERMINATION AND
OTHER REMEDIES

a.   Termination by Owner.  Notwithstanding the provisions of Article
VII above, Owner may terminate this Agreement:

i.   in the event of a default in payment due under the Management
Agreement or the Lease Agreement by Manager which remains uncured for a
period of twenty (20) days after receipt of written notice of default
from Owner to Manager, or in the event of a material breach of a
non-monetary provision of this Management Agreement or the Lease
Agreement by Manager which remains uncured for a period of thirty (30)
days following receipt of written notice from Owner to Manager of such
material breach (which shall be given promptly after discovery by Owner
of such material breach and shall specify in detail the facts
constituting such material breach); provided, however, that the
foregoing time period for curing a non-monetary material breach shall be
extended for so long as may be reasonably required to cure such non-
monetary material breach provided Manager commences to cure same within
such thirty (30) day period and proceeds diligently to cure same;

ii.  in the event of a final adjudication by a court of competent
jurisdiction, with respect to which all appeals have been exhausted,
that Manager has committed acts of fraud against the Owner in connection
with the performance of its duties hereunder; or

iii. in the event the License is terminated and is not subject to
reinstatement.

b.   Termination by Manager.  Notwithstanding the provisions of Article
VII above, Manager may, at any time, terminate this Agreement in the
event of a material breach (including misrepresentations hereunder or
the Lease) of this Management Agreement or the Lease Agreement by Owner,
LRT or LRM which remains uncured for a period of thirty (30) days
following receipt of written notice from Manager to Owner of such
material breach (which shall be given promptly after discovery by
Manager of such material breach and shall specify in detail the facts
constituting such material breach); provided, however, that the
foregoing time period for curing a non-monetary material breach shall be
extended for so long as may be reasonably required to cure such non-
monetary material breach provided Owner, LRT or LRM commences to cure
same within such thirty (30) day period and proceeds diligently to cure
same. 

c.   Termination by Owner or Manager.  If either Owner, LRT or LRM or
Manager is in default under the Lease Agreement (beyond any applicable
cure period) the non-defaulting party may terminate this Agreement upon
30 days written notice delivered to the defaulting party.

d.   Specific Performance.  If Owner, LRT or LRM fail to comply with
this Agreement or have made false representations and warranties in this
Agreement, and Manager is not otherwise in default hereunder, in
addition to Manager's right to terminate this Agreement, Manager may
enforce specific performance of the terms of this Agreement.  If Owner
exercises the Put Option, satisfies all of its obligations relating to
the Put Option and Manager fails to close in accordance with the terms
of the Put Option, Owner shall have the right to specifically enforce
the terms and conditions of the Put Option.

e.   Other Remedies.

i.   Manager understands and acknowledges that Ladbroke (and its
subsidiaries and affiliates) now and may hereafter conduct gaming
operations in various countries throughout the world and are and may
become subject to the jurisdiction and regulation of various local
regulatory authorities throughout the world (each a "Gaming Authority")
relating to those gaming operations as are now and may hereafter be
conducted by Ladbroke (and its subsidiaries and affiliates).  If
Ladbroke or any of its affiliates (i) is ordered or required in writing
by a Gaming Authority to terminate its relationship with Manager, or
(ii) is advised in writing by a Gaming Authority that its relationship
with Manager or any director, officer, shareholder or principal of
Manager jeopardized its registrations, licenses, findings of
suitability, or approvals (collectively "Approvals") or any application
by Ladbroke or any of its affiliates for an Approval (an "Application")
unless Owner terminates its relationship with Manager or any directors,
officers, shareholders or principals of Manager, then Owner shall notify
Manager in writing of that order or notice from the Gaming Authority and
provide Owner a copy of that order or notice and advise Owner of the
steps necessary to remove the objection.  Upon receipt of the notice
Manager shall have 30 days (or such shorter period as has been ordered
or advised by the Gaming Authority) to take steps to eliminate the
objection of the Gaming Authority.  If Manager has not removed that
objection, as determined by Owner in Owner s sole but reasonable
judgment, then Owner shall be entitled to require Manager to and Manager
shall either:

               (A)  terminate this Agreement and the Lease in exchange
for a cash payment from Owner equal to $225,000.00 plus the actual
cost of any improvements made to the Premises (defined in the
Lease) and fixtures installed in the Premises from and after the
date of the Lease and this Management Agreement, including also
costs incurred for carpet, tile, window coverings, wall coverings,
electrical work, plumbing work, racetrack surface improvements,
furniture and equipment purchases that remain with the Premises,
parking lot repairs (crack filling, paving, sealing), rebuilding
and/or repairing the tote board, roof and other structural repairs,
permanent landscaping, construction of buildings, construction of
roads, wiring for telecommunications including for computer systems
and any other item that would qualify as a capital expenditure
under GAAP.  The payment due to Manager for these actual costs
incurred shall be reduced by 10% per year from the date they are
incurred; or

               (B)  exercise the Purchase Option at the Option Price
less $225,000.00

ii.  If (a)(i) or (a)(ii) above have not occurred but the Owner
determines in its reasonable judgment that its relationship with Manager
or any directors, officers, shareholders or principals of Manager does
or may jeopardize its Approvals or an Application, then Owner shall have
the right, but not the obligation, to deliver a written notice to
Manager specifying the relevant event or situation and Manager shall
have 30 days (or a shorter period if Owner is so advised by the Gaming
Authority, but in no event less than 14 days) to take steps to eliminate
Owner s objection to Owner s sole but reasonable satisfaction.  If
Manager has not removed Owner s objection under this subsection (b)
within this 30-day period (as may be adjusted as provided above), then
Owner shall be entitled to require and Manager shall either:

               (i)  terminate this Agreement and the Lease in exchange
for a cash payment equal to $300,000.00 plus the actual cost of any
improvements made to the Premises (defined in the Lease) and
fixtures installed in the Premises from and after the date of the
Lease and this Management Agreement, including also costs incurred
for carpet, tile, window coverings, wall coverings, electrical
work, plumbing work, racetrack surface improvements, furniture and
equipment purchases that remain with the Premises, parking lot
repairs (crack filling, paving, sealing), rebuilding and/or
repairing the tote board, roof and other structural repairs,
permanent landscaping, construction of buildings, construction of
roads, wiring for telecommunications including for computer systems
and any other item that would qualify as a capital expenditure
under GAAP.  The payment due to Manager for these actual costs
incurred shall be reduced by 10% per year commencing after the
expiration of the second lease year, (i.e., years three, four and
five); or 

               (ii) Exercise the Purchase Option provided the Option
Price shall be as follows:

          Prior to and until the expiration of Year 2 -     
$1,350,000.00
          Commencing in Year 3 -             $1,620,000.00
          Commencing in Year 4 -             $1,940,000.00
          Commencing in Year 5 -             $2,330,000.00
          Commencing in Year 6 -             $2,800,000.00

     In all instances this price shall be reduced by (A) the amount of
any condemnation awards paid to Owner as described in the Lease (B)
any insurance proceeds paid to Owner as described in the Lease and
(C) one-half of the Management Fee paid under this Agreement. 

iii. If Manager intentionally and affirmatively acts in a manner and
with the sole  purpose of causing Owner to exercise its rights under
this Section 8.5, Manager shall not be entitled to the discounted
purchase price described above, if Manager exercises the Option.

iv.  If Manager exercises the Option in accordance with this Section
8.5, the parties shall, except as provided in this Section 8.5, close
under the same terms as are provided in Section 10.1 and Closing must
occur within 180 days from the date Manager exercises the Option as
provided,  in Section 10.1.

                                   9.     CONSIDERATION

     Owner and Manager acknowledge and agree that a material
consideration for this Management Agreement is the parties agreement
under the Lease Agreement.  Additionally, if in any Lease Year (as
defined in the Lease Agreement), the total amount wagered by patrons of
the Track while at the Track, either on live racing or on simulcast
racing (whether for horse, greyhound or other form of racing authorized
by the Commission) where Manager is the guest track ("On-track Handle")
is equal to or greater than $40,000,000.00, Manager shall pay to Owner
for that Lease Year only, an amount equal to $200,000.00 within 60 days
after the end of that Lease Year ("Management Fee"), provided that one-
half of any Management Fee paid under this Agreement shall be credited
to the purchase price of the Shares (defined below) if purchased by
Manager under Article X of this Agreement.

                                   10.    PURCHASE AND PUT OPTIONS;
SECURITY

a.   Manager's Purchase Option.  At any time during the Term, Manager
shall have the option ("Option") to purchase 100% of the outstanding
capital stock of LRT (the "LRT Shares") under the terms and provisions
set forth in this Section 10.1 and Exhibit "B" to this Agreement which
is incorporated into and made a part of this Agreement.  (All terms in
Exhibit "B" unless otherwise provided therein shall have the same
meaning as provided in this Agreement.)  If Manager desires to exercise
this Option, Manager shall notify Owner in writing, and in that notice
shall specify a date for closing of the purchase, which shall not be
sooner than 60 days, nor more than 180 days after the date of the
notice.  The consideration to be paid by Manager to Owner for the LRT
Shares shall be a cash payment equal to $2,800,000.00, reduced by (i)
the amount of any condemnation awards paid to Owner as a result of a
taking of any part of the land covered by the Lease Agreement, (ii) any
insurance proceeds paid to Owner for unrepaired damage to the Track, and
(iii) one-half of any Management Fees paid under this Agreement (the
"Option Price").  If Owner's business entity cannot be reorganized as a
corporation in accordance with Section 2.2, and Manager elects not to
terminate this Agreement, the Option shall apply to 100% of the
ownership interest in Owner (the "Venture Interests").

b.   Owner's Put Option.  Provided this Agreement and the Lease
Agreement are not earlier terminated in accordance with the terms of
this Agreement and the Lease Agreement, Owner shall have the right
during the sixth Lease Year only, upon written notice from Owner not
more than 240 days nor less than 180 days prior to the expiration of the
Term, to require that Manager (and Manager shall) purchase the LRT
Shares (or the Venture Interests, as applicable) effective as of the
expiration of the Term for the same purchase price and on the same terms
and conditions as provided in Section 10.1 above and Exhibit "B" to this
Agreement (the "Put Option").

c.   Escrow.  Immediately upon the execution of this Agreement, Owner
shall deliver to Winstead Sechrest & Minick P.C. ("Escrow Agent") the
stock certificates representing the LRT Shares and the stock
certificates representing 100% of the capital stock of LRT and LRM
(together the "Venturer's Shares"), endorsed in blank, and accompanied
by stock powers duly endorsed in blank who shall hold the LRT Shares and
the Venturer's Shares in escrow in accordance with the Escrow Agreement
attached to this Agreement as Exhibit "C" for the benefit of Manager and
Owner pending the exercise of either of the Option or the Put Option (if
either is exercised) and the closing of the sale of the LRT Shares (or
the Venturer Interests, as applicable) in accordance with this Agreement
(the "Closing").

d.   Grant of Security Interest.  To secure the prompt and complete
payment, performance and observance of the obligations of Owner,
including all renewals, extensions, restructurings and refinancings of
any or all of such obligations as set forth in Article 6 of this
Agreement (the "Obligations"), Ladbroke Racing Corporation hereby grants
to the Manager a continuing security interest, lien and mortgage in and
to all right, title and interest of Ladbroke Racing Corporation in all
capital stock held by Ladbroke Racing Corporation in LRT and LRM and
proceeds of all or any of the property described above and Ladbroke
Racing Corporation shall execute and deliver to Manager on the date
hereof the Pledge Agreement attached to this Agreement as Exhibit "D".

e.   If the Manager becomes the Owner of LRT or the venture, Manager
shall promptly change the name of that entity so as not to continue the
use of the name Ladbroke.

                                   11.    MISCELLANEOUS

a.   Entire Agreement; Waivers.  This Agreement contains the entire
understanding among the parties hereto concerning the subject matter
hereof and may not be changed, modified, altered or terminated except by
an agreement in writing executed by the party to be charged therewith. 
Any waiver by a party of any of its rights under this Agreement or of
any breach of this Agreement must be in writing and signed by the party
to be charged therewith and shall not constitute a waiver of any other
rights or breach or of a future breach.

b.   Cross Default.  A default by Manager under the Lease Agreement
shall be a default by Manager under this Management Agreement and a
default by Owner under the Lease Agreement shall be a default by Owner
under this Management Agreement.

c.   Remedies Cumulative.  Except as otherwise provided herein, each and
all of the rights and remedies in this Agreement provided, and each and
all of the rights and remedies allowed at law and in equity in like
case, shall be cumulative, and the exercise of one right or remedy shall
not be exclusive of the right to exercise or resort to any and all other
rights or remedies provided in this Agreement or at law or in equity.

d.   Governing Law. This Agreement shall be construed in accordance with
and subject to the laws and decisions of the State of Texas applicable
to contracts made and to be performed entirely therein.

e.   Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be an original, but which shall
together constitute one and the same instrument.

f.   Time.  Time is of the essence in the performance of the terms,
conditions and covenants herein contained.

g.   Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  Neither party may assign any of its
rights or delegate and of its duties, except as provided herein, without
the express prior written consent of the other party and any such
attempted assignment made without such consent shall be void and of no
force or effect.

h.   Severability.  In the event that any one or more provisions of this
Agreement shall be deemed to be illegal or unenforceable, such
illegality or unenforceability shall not affect any of the remaining
legal and enforceable provisions hereof which shall be construed as if
such illegal or unenforceable provisions) had not been inserted.

i.   Notices.  All notices, requests (including requests for approvals),
demands and other communications hereunder shall be in writing and shall
be deemed to have been received upon delivery by hand or one business
day after being sent by certified or registered mail, return receipt
requested, with postage prepaid:

i.  If to Manager        c/o Sam Houston Race Park, Ltd.
                              7575 N. Sam Houston Parkway West
                              Houston, Texas 77064
                              Attn:  President

                              With copy to:
                              MAXXAM, Inc.
                              Attn:  General Counsel
                              5847 San Felipe, Suite 2600
                              Houston, Texas 77057

ii.   If to Owner,
                  LRT, LRM or
                  Ladbroke Racing
                  Corporation      Ladbroke Racing Corporation
                              3260 Blume Drive, Suite 500
                              Richmond, California 94806
                              Attn:  General Counsel
                              Facsimile:  (510) 243-9734

                              With copy to:
                              Winstead Sechrest & Minick P.C.
                              100 Congress Avenue, Suite 800
                              Austin, Texas 78701
                              Attn:  Timothy E. Young
                              Facsimile:  (512) 370-2850

or to such other person and place as either party shall furnish to the
other party in writing pursuant to the provisions of this Section.

j.   Headings.  The headings in the sections and paragraphs of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.

k.   Fees and Costs.  In the event that either party to this Agreement
institutes suit against any other party to enforce any of its rights
hereunder, the prevailing party in such action shall be entitled to
recover from the other party all reasonable costs thereof, including
reasonable attorneys' fees and costs before and at trial and at all
appellate levels.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the 3rd day of March, 1999.


SHRP VALLEY LLC                        VALLEY RACING ASSOCIATION

By:/S/JAMES D. NOTEWARE                By:  Ladbroke Racing Texas
Name: James D. Noteware                Corporation, 
As Its:  President                          Managing Venturer

                                            By:/S/ GEORGE P. HARBISON
                                            Name:  George P. Harbison
                                            Title: VP/CFO


Ladbroke Racing Management
  Texas Corporation, Venturer
     The undersigned has executed this Agreement as the sole shareholder
of LRT and LRM for the sole purpose of acknowledging its agreement to
comply with the covenants and conditions, grant the security interest
required in this Agreement and to make the representations and
warranties which are attributable to it in this Agreement.


Ladbroke Racing Corporation

By :/S/ GEORGE P. HARBISON
Name:  George P. Harbison
Title: VP/CFO<PAGE>