HORSEMEN'S AGREEMENT
BETWEEN TEXAS HORSEMEN'S BENEVOLENT AND PROTECTIVE ASSOCIATION
AND SAM HOUSTON RACE PARK, LTD.

         This contract made as of January 1, 1997, the "Effective Date," 
represents the understandings and agreements by and between Sam Houston Race 
Park, Ltd.  a racing association (hereinafter "SHRP") which holds
the license to operate a horse racetrack Sam Houston Race Park (the 
"Racetrack"), and the Texas Horsemen's Benevolent and Protecive Association, 
(hereinafter "THBPA").

         SHRP and the THBPA agree that they are each interested in: (1) the 
advancement, maintenance, promotion and improvement of quarter horse racing, 
in particular, and horse racing in general in the State of Texas; (2) the 
generation and retention of good will of the public toward horse racing; 
(3) the conduct of horse racing in the State of Texas and at SHRP on the 
highest possible plane of integrity through the establishment and maintenance
of high standards of fairness, honesty and accountability, and (4) the orderly
commencement and conduct of horse racing at SHRP without disruption, 
interference or distraction.

         The parties further agree to the following terms and conditions:

1.       TERM OF CONTRACT

         A.      This contract shall be in effect and binding upon the 
parties for all of the thoroughbred race meetings conducted by SHRP 
commencing from and after the Effective Date of this agreement and extending
through December 31, 1999 unless earlier terminated by agreement of the 
parties.  The agreement also may be extended pursuant to Section 2B contained
herein.

         B.      A live quarter horse/mixed race meeting or meet shall mean 
those consecutive weeks approved for live racing by the Texas Racing 
commission during which SHRP is authorized to conduct a live racing program 
on specified days during those weeks, together with simulcasting conducted 
during that period, and shall include a reasonable period of time not to 
exceed 30 days before the commencement of such meet and after the ending of 
such meet to effectuate the purposes of this agreement.

         C.      A dark day simulcast meeting or meet shall be defined as the 
period of time during which no live racing is being conducted, and SHRP is not 
authorized by the Texas Racing Commission to conduct live racing.

         D.      THBPA is a partner in Texas Horsemen's Partnership, L.L.P., 
which is the officially recognized horsemen's organization in the State of 
Texas.



2.       EXCLUSIVE REPRESENTATIVE

         A.      The parties further agree that the THBPA, Inc. is the 
representative group for owners and trainers ("Horsemen") running quarter 
horses, Arabians, Paints and Appaloosas in the State of Texas.  SHRP
agrees to recognize the THBPA as the exclusive and sole representative of the 
owners and trainers starting quarter horses, Arabians, Paints and Appaloosas 
in races at SHRP during the term of this agreement, and further agrees that 
with respect to all matters pertaining to quarter horse, Arabian, Paint and 
Appaloosa racing at SHRP, as the same shall affect owners and trainers, THBPA 
shall be deemed by SHRP to be the appropriate party in interest to represent 
the interests of quarter horse, Arabian, Paint and Appaloosa horsemen.  THBPA 
acknowledges that SHRP grants said exclusive and sole representation based on 
THBPA's assertion that it does in fact represent a majority of the owners and 
trainers starting horses in races at SHRP during the term of this agreement.

         B.      Prior to the conclusion of this agreement, SHRP and THBPA 
will meet to attempt in good faith to negotiate a successor agreement.  Absent 
a successor agreement, this agreement shall continue to govern the relationship 
between the parties unless terminated by any party hereto, provided that such 
termination shall be upon thirty (30) days written notice.

         C.      THBPA agrees that during the term of this agreement THBPA 
will not utilize nor counsel or encourage its members to strike, embargo, 
boycott or employ similar tactics in dealing with SHRP on matters<PAGE>
concerning 
or affecting Horsemen and their relationship to SHRP.

         D.      SHRP agrees to provide the THBPA with adequate office space 
near the racing office accessible to the Horsemen.  (All THBPA furniture, 
telephone and other office expenses shall be the sole responsibility of THBPA.) 
THBPA shall have the right to control access to this space during the term of 
this agreement, subject to the rules and regulations of the Texas Racing 
Commission, other governmental entities, and rules and security procedures of 
SHRP in effect from time to time.

         E.      THBPA agrees that it will encourage its members and employees 
to abide by rules enacted by SHRP with respect to conduct and appearance on the 
SHRP premises.

         F.      THBPA agrees that it will encourage its own personnel and 
others at the barns, dorms and on other premises of SHRP to properly care for
the premises and the improvements thereon and to comply with applicable laws 
and SHRP's "pollution prevention program" including the removal of manure and 
trash and the placement of the same in assigned containers, and the compliance 
of all horse owners, trainers, and their employees with the rules and 
regulations of the Texas Racing Commission, including rules with respect to 
drug and alcohol use.

         G.      THBPA has reviewed SHRP's form of stall application and will 
act consistent with the terms thereof and will encourage all horse owners and 
trainers assigned stalls at SHRP to honor and abide by the terms of such stall 
application. 

         H.      THBPA hereby consents to SHRP televising, broadcasting, 
preserving on film, replaying or rebroadcasting races to the public for 
promotional purposes and using the images of its members, employees
and staff, provided such consent is not deemed an agreement for simulcasting 
or for any use involving any form of wagering.  SHRP will disclose upon 
request to THBPA the direct revenue SHRP receives from any broadcast, rights, 
or distribution fees generated from live or taped races.

3.       DISTRIBUTION OF PURSE MONIES

         A.      The purse funds from each race meeting shall be distributed as 
set forth in Section 3 and Section 4 of this agreement.

         B.      The "Horsemen's Purse Allocation" includes (1) all funds 
generated from the percentage of the daily live handle payable to owners of 
horses under the Texas Racing Act, (2) all funds attributed to purses 
resulting from distribution under provisions of the Texas Racing Act as a 
result of simulcasting, and (3) simulcasting revenue directed to purses from 
fees collected from export of SHRP's live racing signal and shall be paid as 
herein provided subject only to the overpayment/underpayment provisions of 
this section.

         C.      The "Horsemen's Purse Allocation" and the Horsemen's Purse 
Account are recognized as trust funds held in a fiduciary capacity for benefit 
of persons who may become entitled to receive purses or who may otherwise 
become entitled thereto under this agreement or by operation of law.

         The "Horsemen's Purse Allocation" shall be deposited to the Horsemen's 
Purse Account or other separate trust accounts designated for the escrow of 
funds not required to be distributed during the current live meeting within 
three (3) business days after the end of the week's racing program in which 
the funds are accrued.
         Funds accrued during the term of this agreement, which are to be 
distributed to the owners of any breed of horse not participating during a 
particular live race meeting, shall be maintained in the appropriate trust 
funds for race meetings which include the appropriate breed of horses.
         Purse funds may be used only in accordance with the written agreement 
of the parties, if different from the provision herein set forth.  Any such 
agreement, when executed, is incorporated herein by reference
as if fully set forth
         No part of any funds allocated to any races from the purse fund shall 
be subject to any surcharge, expense, charge or deduction by SHRP for any 
reason whatsoever except the payments set forth in Sections 4, 5 and 10 
hereinafter.
         SHRP shall account to THBPA for purse funds, and the books of account 
 for purse funds shall be open to inspection by THBPA at reasonable times and 
upon reasonable notice.  Reasonable notice is defined as not less than 72 hours 
prior to inspection, unless the 72-hour period falls on a weekend or holiday in 
which case reasonable notice would include not less than two full business days.
THBPA shall have the right to audit<PAGE>
such books and records upon reasonable 
notice at the expense of the THBPA.
         In the event a discrepancy is discovered by audit, which requires an 
increase in the amount paid by SHRP to the Horsemen's Purse Account of at least 
seven and one-half percent (7.5%), SHRP shall reimburse THBPA for the actual 
expense of such audit.  It is further agreed that the maximum liability for
reimbursement of audit expense shall not be more than Five Thousand Dollars 
($5,000.00).

         D.      In addition to the funds representing the Horsemen's Purse 
Allocation that shall be deposited tot he Horsemen's Purse Account as set forth 
above, SHRP shall, at the same time, deposit such funds as are necessary to the
Horsemen's Purse Account to fulfill its contractual commitment to the Horsemen
for the races conducted in the prior week.
         In the case of a sponsored stakes race or other prepayment race 
administered by a person or organization other than SHRP, the funds provided 
from a source outside SHRP shall be deposited in the Horsemen's Purse Account 
prior to the running of the race.  In the event such race/races have either
eliminations or trials, the total amount due from sources other than SHRP shall 
be deposited prior to the running of any eliminations or trials in connection 
with the race event.  In the event sponsor money is not deposited prior to the 
running of the race, SHRP shall notify the THBPA.  SHRP shall assume no 
liability with respect to sponsorship contributed purse money.

         E.      SHRP shall make available purse monies earned in individual 
races within 24 hours after a race is completed for all owners of horses that 
were not subjected to blood or urine testing, or that the stewards have not 
placed an official hold, by order, upon the purses involved in a specific 
race.  Purse monies shall be made available to owners immediately after 
stewards have released and declared that the race is "Official" and/or the 
blood and urine tests are completed and cleared.  Funds may not be deducted 
from a horsemen's account to pay pending purse expenses until the race is 
"Official."

         F.      Prior to the start of each live meet, SHRP shall estimate the 
projected handle and other sources of horsemen's purse allocation utilizing the 
best information available that is deemed by SHRP and THBPA to be reliable.  
Such information shall be provided to the THBPA and SHRP agrees to consult 
with THBPA in determining the daily allocation for distribution of purse funds 
projected to be available during the live meet.

         G.      The parties agree that during any race meeting during the 
term of this agreement the racing secretary shall submit to the THBPA a purse 
distribution schedule detailing the purse level for each class and category of 
races to be conducted during each race meeting not less than 60 days prior to 
the beginning of the live race meeting accompanied by a proof of the proposed 
first condition book.
         Prior to the publication of the first condition book and each successor
condition book for each race meet, the THBPA shall be in receipt of a prof at 
least 72 hours prior to publication in order to have an opportunity to 
recommend any changes for consideration.  Any recommendations shall be 
presented to the racing secretary within 72 hours of receipt of the proof.

         H.      During the term of this agreement, the parties agree that of 
the total monies allocated annually to purses pursuant to Section 3 for each 
breed participating in a live race meeting, not more than twenty-five percent 
(25%) shall be allocated for payment in stakes races provided, however, that 
any race which is denominated as a stakes race with a purse allocation above 
the highest published overnight race and is the minimum requirement for black 
type for thoroughbreds shall not be charged against the stakes allocation as 
set forth herein.  Not more than fifteen percent (15%) of the total stakes 
allocation shall be used to supplement any single race without the consent of 
the THBPA.
         SHRP shall provide to THBPA its projected stakes program at least 30 
days prior to the publication of the (stakes) condition book for each live race 
meeting during the term of this agreement and consistent with the above 
defined formula.
         The stakes schedule shall represent the total amount of guaranteed 
and/or added money to be distributed from the Horsemen's Purse Allocation 
for stakes races.
         It is further understood that all money generated from nomination 
and entry fees for races sponsored and conducted by SHRP with guaranteed 
purses will be used first to cover the guaranteed purse amount.  In the
event the fees collected are insufficient to meet the guaranteed purse 
requirement, the balance shall be debited against the Horsemen's Purse 
Allocation.

         I.      In the event the amount generated for the Horsemen's Purse
Allocation is significantly higher or lower than amounts projected, SHRP may
adjust the purse schedule in an attempt to bring the amount generated for 
purses in line with the amount paid to horsemen.  In the event a decrease in 
purses is<PAGE>
necessary, SHRP shall adjust overnight purses on a pro-rata basis 
of the original purse distribution schedule and still maintain the 
proportionate allocation of overnight purses to stakes purses as set forth in
paragraph H after consultation with THBPA.

         J.      SHRP shall maintain an account for thoroughbred purses funds
during the term of the agreement on an annual basis.  At such annual 
accounting, SHRP shall not have overpaid thoroughbred purses by more than 
$300,000 for that year's meetings.  To the extent the overpayment exceeds 
the above calculation, such shortage over $300,000 shall be paid by SHRP, 
except in the event the overpayment is in excess of $300,000 as a result of 
SHRP being unable to conduct live racing or an approved simulcasting program
as a result of an act of "force majeure" Force majeure shall be defined as 
acts beyond the reasonable control of SHRP that prevent the conduct of live 
racing or an approved simulcasting program at, including, by way of 
illustration and not in limitation, destruction of the premises, civil 
strife, hurricane or other such event. 

         The amount under $300,000 represented by the overpayment shall be 
carried forward to the next live race meeting conducted by SHRP for the 
particular breed.
         Should an underpayment exist for any breed's purse account in 
excess of $300,000 at the end of any meet, such underpayment shall be paid
as hereinafter provided, unless SHRP and THBPA reach an agreement to carry 
forward an amount greater than $300,000.
         If paid retroactively, the underpayment shall be paid to the 
Horsemen having horses that ran in the meet that earned overnight money 
finishing first through fifth, inclusively (60%-20%-11%-6%-3%).
         To the extent that the underpayment is less than $300,000 such sums 
shall be carried forward to the next meet at SHRP.

         K.      All money held and carried over shall be deposited in an 
insured, interest-bearing account until it is needed for the payment of 
purses in the next meet of the particular breed.  All interest earned
on such account, less reasonable and customary bank charges, shall be paid 
monthly to the Texas Horsemen's Partnership, L.L.P.

         L.      SHRP will provide complete weekly information to the THBPA 
regarding daily pari-mutuel handle, average daily handle to date, stakes 
percentages, purse percentages, etc. (Complete daily payout sheet), as 
requested by the THBPA.

4.       THBPA EXPENSES AND BENEVOLENCE

         A.      SHRP shall deduct from the total gross interstate guest 
handle derived from simulcasting an amount equal to .0015 (.15%) to be paid 
monthly to the Texas Horsemen's Partnership, L.L.P. for operational
expenses and benevolence within 10 days for the preceding month.  Such amount 
shall come from the purse allocation set forth in Section 10(B).  By mutual 
consent, the .0015 may be adjusted.

5.       HORSEMEN'S PURSE ACCOUNT

         As designated by the THBPA, all Horsemen's monies inclusive of the 
Horsemen's Purse Allocation, simulcasting purse allocation, and monies owed 
by SHRP shall be deposited or invested in an interest-bearing account and in
accordance with Section 3C hereof and Section 309.199 of the Texas Rules of 
Racing, or in other investments, which the THBPA and SHRP consider reasonable
in light of available interest rates and needed liquidity of the account.  
Monies derived as interest from these investments, less reasonable and
customary bank charges, will be paid to the Texas Horsemen's Partnership, 
L.L.P.  In addition to the .0015 (.15%) provided for in Paragraph 4 of this 
agreement, said interest will be paid monthly to the Texas Horsemen's 
Partnership, L.L.P. no later than the 10th day of each month.

6.       OPENING OF FACILITIES

         A.      SHRP will open its facilities at least twenty (20) days 
prior to the first meet of the year for use by Horsemen.  From the time 
backside facilities (kitchen, barns, main track, horse walkers, etc.) are
opened, the track will be maintained six (6) days a week so that it is in 
racing condition for use by the Horsemen.  The barn area will remain open 
for use by Horsemen five (5) days after each race meeting is concluded.

         B.      SHRP agrees to provide bathrooms and a track kitchen in the 
stable area or the area immediately adjacent.  The track kitchen will 
maintain hours of operation consistent with race day schedules and backside 
training hours.

7.       UNIFORM SCRATCH RULE

         The scratch rules will be in each condition book.  Scratch rules will 
not be changed with less than seven (7) days advance notice to Horsemen without
the agreement of the THBPA.

8.       INVESTIGATIONS AND SEARCHES

         SHRP agrees that SHRP personnel will not conduct any searches of 
any Horsemen, their employees, servants and/or agents or their property 
without the attendance of a Horsemen's representative and/or supervision of 
officials of the Texas Racing Commission or other governmental agencies 
having jurisdiction, except in an emergency situation which constitutes a 
threat to the security of the premises, a threat to life or limb of a person 
or animal, or a threat to the integrity of racing.

9.       RACE CANCELLATION

         A.      SHRP shall use the conditions published in the condition 
book prior to using any races written as substitutes or extras whenever there
 are sufficient entries, according to Texas Racing Commission rules, in 
setting the card for each day's racing program.

         B.      Upon cancellation of any race in the condition book, the 
number of horses which were enteredin such race shall be posted, or announced
in the SHRP Race office before each day's draw following the cancellation.

         C.      Cancellation of a race other than an overnight race, if any,
shall be accomplished with as much notice by SHRP to the entrants and the THBPA 
as reasonably possible.

10.      SIMULCASTS

         A.      All simulcasting shall be governed by the rules of the Texas
 Racing Commission, the Interstate Horse Racing Act, and the provisions of 
this agreement.  The THBPA hereby approves interstate and intrastate 
simulcasting, both import and export, subject to withdrawal of approval only 
for matters involving the integrity or the best interests of racing providing
SHRP conducts at least 60 live racing programs during a calendar year.

         B.      SHRP shall allocate for purses the following percentage of 
the total commissions from any simulcast:
         a.      for a simulcast race conducted in 1997, 30.0%
         b.      for a simulcast race conducted in 1998, 31.0%
         c.      for a simulcast race conducted in 1999, 32.5%

         The parties to this agreement acknowledge that there was some 
discussion of a possible 5-year arrangement at the meeting of the Texas 
Racing Commission held on Friday, November 1, 1996.  The parties intend this 
agreement to cover only the periods herein specified and each disclaims any 
agreement concerning simulcasting beyond the periods herein stated.

         C.      No rebroadcasting of a signal received by SHRP shall be 
allowed without the express written agreement of the THBPA nor shall SHRP 
permit any location receiving its signal to rebroadcast or distribute
that signal as it relates to wagering without the consent of the THBPA

11.      THOROUGHBRED PURSE OVERPAYMENT

         (Not applicable to this contract)

12.      HORSEMEN'S SEATING AREA

         SHRP shall provide free of charge to Horsemen not less than 27 seats 
located in reasonable proximity to the Winner's Circle for use by Horsemen and
their employees.  Said seats shall be clearly designated and policed by SHRP for
Horsemen only.

13.      GUEST PASSES

         SHRP shall provide, free of charge, six (6) daily guest passes to the 
grandstand for guests of those owners or trainers who are licensed and currently
have horses running at SHRP.  Owners or trainers will sign for these passes 
and accept responsibility for those guests, subject to the rules and 
regulations of the Texas Racing Commission and SHRP.

14.      CHAPLAIN SERVICES

         SHRP and THBPA agree to pay equal amounts to help support the 
Chaplain's services at SHRP.  This contribution shall be in addition to any 
special events or "Charity Days" scheduled to benefit the Chaplaincy
program.  All sums due pursuant to this provision shall be paid to the Race 
Track Chaplaincy of Texas monthly by the parties.

15.      FIRST AID STATION

         SHRP agrees to provide emergency first aid to all backstretch 
personnel and ambulance service in accordance with Texas Racing Commission 
regulations.  (Such treatment shall be subject to a release and
waiver of liability from the treated party and without any liability to 
either SHRP or the THBPA.

16.      ADDRESSING OF PROBLEMS

         The THBPA dn SHRP shall address all material concerns of the Horsemen.
Any problem or alleged breach of this agreement shall be brought to the 
attention of the other party in writing as soon a s practicable and the 
parties shall make a reasonable effort to amicably and equitably adjust and 
resolve problems which may arise.

17.      AMENDMENTS

         A.      The terms and conditions of this contract may be modified or 
amended only by mutual consent of the parties in writing, signed by the 
appropriate authority of SHRP, and the President of the THBPA, together with 
the Chairman of the Horsemen's Committee at SHRP.

         B.      Should additional forms of gaming be legalized by the State of 
Texas during the term of this contract, both parties agree that a portion of the
incremental revenue derived from the gaming proceeds of any such venture 
conducted at SHRP will go to thoroughbred purses to be paid at SHRP.  The 
division of such proceeds shall be subject to negotiation between THBPA and 
SHRP should THBPA and SHRP fail to reach agreement on the division of such 
proceeds prior to the effective date of the legislation which legalizes the
additional forms of gaming, then the parties agree that this contract shall 
become null and void the day prior to the effective date of the legislation.
However, if legislation permitting additional forms of gaming becomes 
effective in less than 90 days from its enactment, this contract shall 
continue in full force and effectiveness until the 90th day following such 
enactment.

18.      COMMISSION APPROVAL

        The terms and conditions of this contract shall be subject to approval 
in accordance with theappropriate procedures of the Texas Racing commission.  
If the terms and conditions of this agreement are inconsistent with the Texas 
Racing Act or the Texas Racing Commission's rules governing pari-mutuel racing,
either current or as amended, the Act or Rules will control unless both parties
to this agreement agree to renegotiate any provisions which are determined to 
be inconsistent.

19.      INSURANCE

         There is presently in existence a Fire and Disaster Insurance Plan 
under the auspices of the National HBPA, whereby insurance is provided by a 
reputable insurance company selected by the National HBPA, which, with 
certain limitations, protects the owners of horses against the loss of their 
race horses, tack, etc., due to fire or disaster.  Racing associations assist
in providing financing for this program, and for the purpose of determining 
the amount of contribution, are grouped into categories on the basis of 
volume or handle SHRP, as signatory to this agreement, agrees to participate 
in a proportionate share of the annual premium for the National HBPA Fire and
Disaster Program in effect during the term of this agreement.

20.      NON-DISCRIMINATION

         SHRP and THBPA expressly agree that neither of them will discriminate 
for or against any person because of such person's race, color, creed, origin, 
sex, religious preference or affiliation.  The parties expressly agree that 
there shall be no acts, direct, indirect or subtle, that in any manner can be
interpreted as retaliation or retribution against any person for any 
affiliation, statement, position or action, other than as may be expressly 
permitted by law.

21.      GENDER REFERENCES

         The parties agree that any reference herein to "horsemen" includes 
horsewoman as well and all masculine references and pronouns used herein 
include the female equivalent.  The masculine references are used merely in 
order to reflect language used in the industry and currently incorporated 
into the governing document of the THBPA and the Texas Racing Act and Rules 
of Racing.

22.      BINDING

         This agreement shall be binding on and inure to the benefit of the 
parties and their successors and assigns.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by 
their duly authorized officers.

                                              TEXAS HORSEMEN'S BENEVOLENT
                                              AND PROTECTIVE ASSOCIATION


         

                 
Dated: January 1, 1997      S/ TOM DURANT                                     
                            Tom Durant, President
                 
                            SAM HOUSTON RACE PARK, LTD.

Dated: March 6, 1997        /S/ ROBERT L. BORK                                 
                            Robert L. Bork
                            Senior Vice President/General Manager<PAGE>