ADDENDUM

         This addendum ("Addendum") to that certain horsemen's agreement 
between the Texas Thoroughbred HBPA, Inc. and Sam Houston Race Park, Ltd., 
effective as of January 1, 1997 ("Contract"), made and effective as of
December 1, 1997, represents the understandings and agreements by and between
Sam Houston Race Park, Ltd., a racing association ("Association") which holds
the license granted by the Texas Racing Commission ("Commission") to operate 
Sam Houston Race Park, and the Texas Thoroughbred HBPA, Inc. ("TTHBPA"

         WHEREAS, the Commission has formally recognized the Texas Horsemen's
Partnership, L.L.P. ("Partnership") as the officially-recognized horsemen's 
organization to represent all owners and trainers racing horses in Texas; and 
         
         WHEREAS, the Partnership has authorized the TTHBPA to negotiate, 
execute and deliver this Addendum to the Contract; and
         
         WHEREAS, the Contract heretofore specified a percentage deduction 
from the Association's horsemen's purse allocation, subject to adjustment by 
mutual consent, to be paid monthly to the Partnership for operational 
expenses and benevolence; and 

         WHEREAS, the parties now desire to enter into this Addendum to the 
Contract which will set forth modified terms and conditions relating to the 
percentage of funding for the Partnership's expenses and benevolence; 

         NOW, THEREFORE, the TTHBPA and the Association do hereby agree to 
provide funding for the Partnership's expenses and benevolence as follows:

         1.      The TTHBPA agrees that, beginning December 1, 1997, and 
continuing until time as a difference percentage may be agreed upon by both 
parties to this Addendum, funding of the Partnership shall be provided by 
deducting and paying to the Partnership on a monthly basis (within 10 days 
for the preceding month) an amount equal to three (3) percent (.03) of all 
purse revenues generated from both live and simulcast wagering; provided that
such deduction shall not reduce the Association's commission from any such
live or simulcast wagering below the amount the Association would receive in 
the absence of this Addendum. Furthermore, in addition to the above funding, 
Sam Houston Race Park agrees to pay $150.00 per each live race day in 1998, 
beginning on July 3, 1998, to the Horsemen's Bookkeeper Inc. For the 
operation of a centralized bookkeeping system.

         2.      This funding mechanism supersedes and replaces all previous 
and existing contractual provisions for funding the Partnership and/or the 
TTHBPA, including without limitation Paragraph 4 of the Contract which is 
hereby deleted along with the reference "In addition to the .0015 (.15%) 
provided for in Paragraph 4 of this agreement" in the last sentence of 
Paragraph 5 of the Contract.  Notwithstanding the above, the percentage 
deduction specified in the Contract shall remain in effect from January 1, 
1997 through November 30, 1997 (or such date as Commission approval is 
obtained).  Except as amended by this Addendum, the Contract shall remain in 
full force and effect. 

         3.      This Addendum to the Contract is duly authorized by the Board 
of Directors of the TTHBPA, and shall be binding on and inure to the benefit of 
the parties hereto and their successors and assigns.

                 Executed in multiple copies on the dates indicated.

         IN WITNESS WHEREOF, the parties have caused this Addendum to the 
Contract to be executed by their duly authorized officers and representatives.

                                            TEXAS THOROUGHBRED HBPA, INC.

                                            /S/ JOHN ROARK
Dated:   02/26/98                           By:  JOHN ROARK, President

                                            SAM HOUSTON RACE PARK, LTD.
                                            By SHRP General Partner, Inc.
                                            /S/ ROBERT L. BORK
Dated:   02/24/98                           By:  Robert L. Bork
                                            Senior Vice-President and 
                                               General Manager
                                                   
         This Addendum is hereby ratified and approved by the Management 
Committee of the Texas Horsemen's Partnership, L.L.P., acting through its 
duly authorized representative.

                                  TEXAS HORSEMEN'S PARTNERSHIP, L.L.P.

                                  /S/ DAVID GRAHAM
Dated:   02/26/98                 By:  DAVID GRAHAM, Chairman                <PAGE>