SIMULCASTING SERVICES AGREEMENT

         AGREEMENT made this 24th day of February, 1998, by and between AUTOTOTE
 COMMUNICATION SERVICES, INC. with its principal place of business at 100 
Bellevue Road, P.O. Box 6009, Newark, DE 19714-6009 (hereinafter referred to 
as "ACSI") and SAM HOUSTON RACE PARK, LTD.,  (hereinafter referred to as 
"SHRP") with its principal place of business at One Sam Houston Place, P.O. 
Box 2323, Houston Texas  77252-2323.

WITNESSETH:

         WHEREAS SHRP wishes to grant and ACSI wishes to acquire the right to 
disseminate live audio-visual telecasts of races on the terms and conditions 
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter 
set forth, the parties hereto agree as follows:

1.  LICENSE

         SHRP hereby grants to ACSI, and ACSI hereby accepts from SHRP the right
and license (the "License") to disseminate live audio-visual telecasts of races
via satellite transmission (the "Simulcasts") from SHRP ("Track"), solely to 
tracks (including the Track) and other authorized off-Track sites (collectively,
"End Users") in the United States and internationally.

2.  THE SIMULCASTS

         The simulcasts shall consist of telecasts of all live races on which 
betting is conducted at the Track on all days set forth on its respective 
Schedule A hereto (each such scheduled day's races in totality being referred
 to as a "Card"). 

         The normal Simulcast race schedule at the Track during the term of this
Agreement is set forth on the Schedule A attached hereto.  ACSI acknowledges 
that the Track may need to reschedule race days and times.  The Track will 
notify ACSI in writing at least 20 days in advance as to any change in the 
schedule of race dates or transmission times.  If less than 20 days notice is
received, ACSI will use its commercially reasonable efforts to accommodate 
the Track's requirements provided that the Track will pay any additional
direct costs incurred by such change.  In addition, if ACSI incurs additional
 charges including, without limitation, additional transponder time and/or 
personnel overtime due to acts of, or on behalf of, the Track, including, 
without limitation, charges resulting from races running longer than usual, 
the Track shall pay to ACSI such reasonable additional charges upon receipt 
of billing and any reasonably requested documentation.

3.  PROVISION OF SIGNAL;  SIMULCAST SECURITY;  DUTIES OF ACSI AND THE TRACK

         a.  ACSI shall furnish satellite uplink transmission facilities and 
uplink services, including one trained operator and a compressed video 
channel service on Galaxy 6 or equivalent C-band satellite for each
Card and shall be responsible, at its sole cost and expense, for the 
transmission of the Simulcast signal at the Track, and for the compression, 
encoding, uplinking and satellite transmission of the Simulcast to downlink 
facilities of End Users.    Onsite facilities shall include an encoder, 
C-Band antenna, a fully redundant C-Band transmitter and such other equipment
necessary to provide the uplink services.  ACSI shall transmit Simulcast 
signals and shall take such actions as are reasonably necessary, whether by 
coded transmission or otherwise, to ensure that, during the term hereof, no 
unauthorized person or entity shall tap, cut into, alter or misappropriate 
the Simulcast signal to the downlink facility.  ACSI shall not be responsible
for the production, programming or content of the Track's signal.



         b.  ACSI shall obtain all permits and licenses necessary to perform the
services and otherwise provide the services in compliance with all applicable 
local, state and federal laws, including, without limitation, licenses and 
permits required by the FCC.
 
         c.  ACSI shall provide all necessary system integration, operation 
and maintenance of satellite<PAGE>
transmission systems in accordance with FCC and 
other applicable rules and regulations.

         d.  ACSI shall provide all necessary system integration, operation 
and maintenance of video compression systems in accordance with the Track's 
requirements and specifically to meet or exceed broadcast television 
standards as outlined in specifications RS-170A for video/audio signals and 
RS 250-C for satellite transmission parameters.

         e.  ACSI shall provide all necessary facilities management including 
transponder inventory, uplinkfacility and human resource management/scheduling.
The operator shall be onsite at the Track two hours prior to the start of the 
first post time.

         f.  ACSI shall provide all necessary (i) network management (where 
requested or required), which includes, but is not limited to the inventory, 
distribution and maintenance of IRD population (ii) and satellite network 
operations management, which includes, but is not limited to uplink facility 
operation and maintenance.

         g.  ASCI shall provide all satellite network maintenance on site at the
 Track.  ACSI shall bear the cost of shipping and receiving components located 
in the uplink unit in the event any components must be sent to ACSI's repair 
facility.
    
         h.  ACSI agrees that all employees hired by ACSI in connection with the
Track shall be licensed under Section 305, Subchapter B, of the Texas Racing 
Commission Rules (the "Rules"), shall at all times while working at the Track
prominently display its license badge and otherwise comply with all rules and
regulations of the Texas Racing Commission.

         i.  If employees hired by ACSI shall possess or have present in his or 
her system while performing his or her duties at the Track, a "dangerous drug" 
as defined in Section 311, Subchapter C of the Rules, in violation of those 
Rules, then, said conduct shall be grounds for immediate termination of that
employee's employment at the Track.  Employees shall submit to drug and 
alcohol testing as required by said Rules. 

         j.  The Track will furnish or cause to be furnished at its own 
expense the following:

         1.  On site production facilities for, and production of, the audio/
visual coverage of each Card including any necessary cameras, audio equipment, 
tape recorders and playback machines, monitors, test equipment, terminals and 
other associated technical equipment required to produce a broadcast standard
signal that meets or exceeds the technical requirements of the FCC and any 
common carrier that operates the satellite being used for the transmission 
of the Simulcasts;

         2.  All necessary production and technical personnel required to 
produce the audio/visual coverage of the Cards and to operate and maintain 
the origination and recording equipment;

         3.  Two telephone lines installed at the uplink unit to be used for 
business communications by the uplink operator;
          
         4.  Sufficient power to operate and maintain the uplink;

         5.  Adequate space at an appropriate site within the Track for the 
location of the uplink facilities. Said designated site shall permit and 
allow the transmission of the Simulcast signal without interference and 
shall be in close proximity to the production unit;

         6.  Two audio and two video cables (primary and secondary) between 
the Track's production unit and the uplink facilities;

         7.  Security at the Track in accordance with the Track's normal 
security procedures to protect ACSI's facilities and equipment at all times.

4.  THE FEE

         a.  In consideration of the facilities and services to be provided by 
ACSI during the term hereof, the Track shall pay to ACSI a fee (the "Fee") of 
One Thousand, One hundred seventy five dollars ($1175) per Card during the 
term of this agreement.  In the event of racing being canceled due to 
national emergency, inclement weather, labor dispute, fire, failure of 
equipment, or other similar occurrence beyond the reasonable control of ACSI 
or the Track (a "Force Majeure Event"), the Fee will be reduced to 75% or 
Eight Hundred Eighty dollars ($880) per canceled card during the continuance 
of the Force Majeure Event but not to exceed thirty days.  In the event of 
such Force Majeuer Event(s), ACSI will use reasonable efforts to resell
the transponder time allowed the Track pursuant to this Agreement and if 
successful in doing so, ACSI will credit  the Track any such amounts 
received during the period of the Force Majeure Event(s), not to exceed
thirty days.    

         The above fees are based in part upon a reservation of  six (6) hours 
of compressed transponder time for each Card during the term of this Agreement 
as set forth on Schedule A hereto.  Any extended use of facilities and services,
if available, in excess of such reserved time will be billed to the Track in 
quarter hour increments at the rate of $87.00 for each additional fifteen 
minutes (or portion thereof) of usage.  

         If ACSI does not, due to acts and omissions of ACSI other than a Force 
Majeure Event (including satellite pre-emption), transmit an entire Card, ACSI 
shall pay to the Track an amount equal to the difference of the revenues the 
Track would have received had ACSI transmitted the entire Card.  
Notwithstanding the foregoing, ACSI's liability is limited to $50,000 during
the term of this Agreement.  If such liability limitation is exceeded during
the term of this Agreement, the Track has the right to terminate the Agreement.

         b.  The Track shall be billed weekly at the beginning of each week for 
the previous week's scheduled cards and payment will be due net thirty days upon
receipt of billing.  In the event a credit or surcharge is due, pursuant to the 
provisions of paragraph 4.a, these will be reflected within the subsequent two 
billings.

         If the Track fails to remit payments when due, the Track will pay a 
finance charge at the rate of one (1%) percent per month on all unpaid charges
that are in excess of  forty five days past due.  

         If the Track fails to remit payment of any invoice within forty five 
days of the receipt of such invoice, ACSI may, upon ten days prior written 
notice to the Track, discontinue providing facilities and services to the 
Track as herein provided, except that if the Track remits payment of such 
unpaid charges to ACSI within said ten day period, such facilities and 
services will continue to be provided by ACSI as though no breach had
occurred.

         d.  ACSI agrees that no racetrack provided satellite broadcast 
services by ACSI of a comparable size in terms of number of annual race 
days and average number of IRDs will be afforded a contractual arrangement
more favorable than that of the Track.  The Track agrees that ACSI IRDs 
located in the New York State Off Track Betting Corporations will not be used
for analysis of comparable size of average number of IRDs for the purpose of 
adhering to or adjudicating this provision.

5.  END USERS:  INTEGRATED RECEIVER/DECODERS

         a.  The Track retains the sole right, authority and license to 
negotiate and enter into contracts with End Users which shall authorize such 
End Users to downlink and commercially display the Simulcasts ("End User 
Agreements").  All proceeds or consideration received by the Track pursuant 
to End User Agreements shall be the sole property of the Track, and ACSI 
shall have no claim to any such proceeds or consideration, except IRD rental 
fees as described in 5.d., 5.e., 5.f. and 5.g. below.  ACSI shall refrain 
from all direct or indirect interference with such contracts or contractual 
negotiations which the Track may undertake in accordance with the foregoing 
provisions.

         
b.  All End User Agreements shall provide that (i) the End Users shall, at their
sole cost and expense, downlink and commercially display the Simulcast only to 
authorized End Users, (ii) in no event shall any End User utilize or transmit 
the Simulcast except as expressly permitted by the laws, rules and regulations 
of its respective State or any governmental body with jurisdiction over such 
End User, ACSI, or the Simulcast, (iii) the End Users shall take all steps 
as are reasonably necessary to insure that no unauthorized person or entity 
shall tap, cut into, alter or misappropriate the Simulcast signal from the time
the signal is received by the downlink facility and (iv) payment will be made 
to ACSI for IRD rental fees as described in 5.d., 5.e., 5.f. and 5.g. below.
 
         c.  In addition to the facilities and services described above, ACSI 
shall also furnish all necessary Integrated Receiver/Decoders (IRDs) required 
by the Track at each End User site that has been authorized by the Track to 
receive and commercially display the Simulcast.  Attached to this Agreement 
as Schedule B is a list of such End User sites for the Track.  The Track may
add sites to its Schedule B upon 3 day's prior written notice to ACSI but 
shall not move any IRD from its End User sites as set forth on said schedule
without the prior written consent of ACSI.    

d.  ACSI will provide the IRDs to the Track's authorized End Users at a monthly 
rental rate determined by the Track and billed by ACSI directly to the End 
Users.  ACSI will provide fifteen (15) IRDs to the Track for use in the State
of Texas only at no charge.  In each case, the End User shall be responsible 
for all IRD shipping charges incurred between the Track's authorized End 
Users and ACSI or its authorized shipping and receiving agent or between ACSI
and End Users so long as the Track's simulcast contract with the End Users
stipulates that the End User  shall be responsible for such shipping costs.  
In the absence of such stipulation, the Track agrees to pay shipping costs 
both ways on behalf of the End Users.  Of such rental fee, during the period 
of the Track's live meets only, ACSI will remit to the Track, all paid 
individual IRD rental fees per month in excess of $150 in the form of a 
credit to the uplink invoice, the reconciliation of such rental fees due the 
Track to be provided at the end of each respective race meeting during the 
term of this Agreement.  The Track will pay to ACSI the difference of any IRD
monthly rental rates determined by the Track to be less than $150 per month 
and will be reconciled against the monthly credit given to the Track. 
Notwithstanding the foregoing, if at the time that an End User Agreement 
becomes effective, if such End User is already using a compatible IRD 
furnished by ACSI, ACSI may allow use of such IRD by the End User for the
reception of the Track's signal as well, but the End User(s) shall pay to 
ACSI a piggyback services fee of $100 net per each such End User per month 
subject to permission of ACSI, which will not be unreasonably withheld.  No 
IRD rental revenue from such piggybacked IRDs will be credited to SHRP and 
SHRP will not be financially responsible to ACSI for the difference less 
than $150 per month.  A list of such piggyback End Users must be provided to
ACSI ten days before the beginning of each successive race meeting during the
term of this Agreement and on an ongoing basis during each race meet 
detailing those IRDs to be authorized or de-authorized for use for that 
coming month.  

e.  Rates quoted for IRD rental charges and piggyback fees are minimum monthly 
charges based on use in a calendar month or any part thereof.  IRD rental 
charges and piggyback fees will be billed at the beginning of a calendar 
month for that month's usage.  Additional charges or fees for End Users 
scheduled and placed in-service during a month will be billed in the 
following month.     

If the End User fails to remit payments when due, the End User will pay a 
finance charge at the rate of one and one half percent (1 -1/2%) per month 
on all unpaid charges that are in excess of thirty days past due.  All 
payments received from the End User will first be credited to any of the 
End User's unpaid finance charges and the balance of such remittance, if 
any, shall be credited to its open unpaid charges.  In the event that 
collection or legal costs are incurred relative to unpaid charges, the End 
User shall be liable for reasonable costs directly associated therewith.

f.  All IRDs provided to the Track and the End Users shall remain at all times 
the property of ACSI and shall be returned by the Track and the End Users (all 
shipping and packaging prepaid) to ACSI's place of business or other United 
States location designated by ACSI within 10 days of the completion of the 
current meet at<PAGE>
the Track, or upon expiration or termination of this 
Agreement, in the same condition as received, reasonable
wear and tear excepted.  If the Track or other End User fails to return the 
IRDs within 10 days, ACSI will send notice of such to the Track and End User
and the Track or other End User will pay to ACSI a fee of $10.00 per day 
beyond the 10 days, until such time as proof that the IRD is returned is 
supplied to ACSI or the IRD is declared lost.  In the event that the Track 
or other End User returns an IRD in an damaged condition, the Track or other 
End User shall pay to ACSI the cost of the repair of the IRD plus a service 
fee of $200.00.  In the case that an IRD is lost or damaged such that it 
cannot be repaired, the Track or other End User will pay to ACSI a "lost or 
damaged decoder" fee of  One Thousand Seven Hundred fifty dollars ($1750.00) 
per IRD.

g.  All quoted rates are net of any applicable sales tax or use taxes which may 
be imposed during the term of this Agreement.
 
6.  TERM

         The term of this Agreement shall be a period of time commencing on 
April 6, 1998 and continue throughand including April 5, 2000 unless sooner 
terminated with the provisions hereof.

         The Track hereby grants to ACSI the exclusive right of refusal with 
reference to a simulcasting services agreement for the period commencing 
January 1, 2000 and ending December 31, 2002 (the "Extended Term").  The 
term "right of refusal" as used herein shall mean ACSI's right to accept the 
same material terms and conditions that the Track has been able to negotiate 
with one or more third parties for the services and facilities to be provided
during the Extended Term.  ACSI shall have a period of five (5) business days
commencing on the first business day after ACSI receives written notice from 
the Track of the details of such material terms and conditions together with 
the Track's acknowledgment that they are willing to accept such proposed 
terms and conditions in which to exercise its right of refusal.  If ACSI 
elects not to, or fails to, exercise its right of refusal as provided herein,
the Track shall be free to enter into an agreement with such third party on 
such material terms and conditions, provided, however, that if the Track 
fails or refuses for any reason whatsoever to enter into an agreement with 
said third party or parties on terms and conditions consistent in all 
material respects with those set forth in the notice to ACSI, ASCI's right 
of refusal shall continue and shall apply to any arrangements negotiated or 
agreed upon with such third party or other third parties for the provision of
facilities and services during the Extended Term.    

7.  INDEMNIFICATION

         a.  SHRP, its successors and assigns shall jointly and severally 
indemnify, defend and hold harmless ACSI, its directors, officers, 
shareholders, representatives, employees, successors and assigns from and
against all liabilities, obligations, costs and expenses (including, without
limitation, reasonable legal fees and expenses) suffered or paid as a result
of any claims, demands, actions, causes of action, or suits, of whatever 
nature, arising under or in connection with: (i) the Track's breach or 
alleged breach of any representation, warranty, undertaking or agreement 
hereunder; (ii) the Track's performance or nonperformance of its obligations 
hereunder or its distribution of the Simulcast or use of the transponder time
other than in accordance with the terms of this agreement; (iii) the failure 
of the Track to comply with all laws, rules or regulations promulgated by any
governmental body having jurisdiction over the Track or the Simulcasts; or
(iv) any other negligent acts or omissions of, or attributable to, the Track 
in connection herewith.

         b.  ACSI, its successors and assigns, shall indemnify, defend and hold 
harmless SHRP, its directors, officers, shareholders, representatives, 
employees, successors and assigns from and against all liabilities, 
obligations, costs and expenses (including, without limitation, reasonable 
legal fees ands expenses) suffered or paid as a result of any claims, 
demands, actions, causes of action, or suits, of whatever nature, arising
under or in connection with (i) ACSI's breach or alleged breach of any 
representation, warranty, undertaking or agreement hereunder;  (ii) ACSI's 
performance or nonperformance of its obligations hereunder; (iii) the failure
of ACSI to comply with all laws, rules or regulations promulgated by any 
governmental body having jurisdiction over ACSI or the Simulcasts; or (iv) 
any other acts or omissions, or attributable to, ACSI in connection herewith.

         Notwithstanding any other provision of this Agreement, ACSI shall not 
be liable to SHRP for any direct, incidental or consequential damages due to, 
caused by or resulting from the temporary or permanent pre-emption, failure 
or interruption (in whole or in part) of Simulcast services, the quality of 
the transponder service provided or ACSI's inability to provide the 
transponder time reserved pursuant to this Agreement due to a Force Majeure 
Event,   In the event of a satellite transponder preemption, ACSI shall make
reasonable efforts to secure satellite time on another transponder.  

         c.  The respective indemnities set forth above shall survive the 
expiration, termination or suspension of this Agreement.

8.  REPRESENTATIONS AND WARRANTIES OF SAM HOUSTON RACE PARK 

         The Track hereby represents and warrants that:

         a.  SHRP is a limited partnership, duly organized, validly existing and
in good standing under the laws of the State of Texas.

         b.  The Track has full power and authority to execute this Agreement 
and the execution and performance of this Agreement by the Track does not and 
will not violate any provision of its charter, by laws or any contract to 
which it is a party or by which it may be bound;

         c. The Track has been granted all the necessary authority, license, 
permits and releases required to transmit and distribute the Simulcast 
signals as contemplated herein, and has received or will receive prior to the
effective date of this Agreement, the permission of the State of Texas Racing
Commission and/or any other government authorities which have jurisdiction 
over the transmission and reception of the Simulcast signals within their 
respective jurisdictions.

9.  REPRESENTATIONS AND WARRANTIES OF ACSI

         ACSI hereby represents and warrants that:

         a.  ACSI is a corporation, duly organized, validly existing and in good
standing under the laws of the State of Delaware.

         b.  ACSI has full power and authority to execute this Agreement, and 
the execution and performance of this Agreement by ACSI does not and will not 
violate any provision of its charter, by laws or any contract to which it is 
party or by which it may be bound;

         c.  ACSI has obtained or will obtain all necessary licenses, permits 
and authorization required by any governmental body having jurisdiction over 
ACSI and its activities in connection with its transmission of the Simulcast.

10.  EVENTS OF DEFAULT;  REMEDIES; TERMINATION

         a.  ACSI shall be in default hereunder and the Track shall have the 
right to terminate this agreement upon notice to ACSI if (i) ACSI shall be 
in breach of any representation or warranty set forth in Section 9 hereof; 
of (ii) ACSI shall be in breach of any other covenant set forth herein, 
which breach continues without ACSI commencing in good faith to remedy such 
breach for 5 days following delivery by the Track to ACSI of notice thereof.

         b.  The Track shall be in default hereunder and ACSI shall have the
right to terminate this Agreement upon notice to the Track if (i) the Track 
shall fail to pay to ACSI any Fees or other charges imposed by ACSI
on the Track when and as due and the expiration of any applicable cure 
periods; (ii) the Track shall breach any representation or warranty set 
forth in Section 8 hereof; or (iii) the Track shall breach any other
provision of this Agreement, which breach continues without the Track 
commencing in good faith to remedy such breach for 15 days following the 
delivery of ACSI to the Track of written notice thereof, provided if the
Track is diligently prosecuting said cure or remedy, it shall have 
commercially reasonable time beyond said 15 days.

         c.  If any governmental agency or body or any other entity with 
jurisdiction over the Track, ACSI, the Simulcasts or the activities of 
either party in connection therewith, direct the Track or ACSI to terminate 
the Simulcasts, for whatever reason, this Agreement shall terminate and 
neither party shall have any further obligation hereunder except for the 
Track's obligation to pay any fees or other charges for services performed 
or facilities and/or equipment furnished prior to the date of such 
termination and the obligation for the Track to return all equipment 
furnished by ACSI in good condition and except for the obligation of the 
Track and ACSI to indemnify each other in accordance with Section 7 of this 
Agreement.

11.  INSURANCE

        a.  ACSI shall secure and maintain with one or more insurance companies,
satisfactory to SHRP, the following insurance:

         1.  Worker's Compensation covering all employees of ACSI in accordance 
with the laws of the State of Texas, including employer's liability, in an 
amount not less than $1,000,000, including  coverage for occupational diseases.

         2.  Comprehensive General Liability with limits of not less than 
$1,000,000 combined single limit including liability a contractual liability 
endorsement covering the indemnifications by ACSI to SHRP under this 
Agreement. 
         
         b.  A certificate for all insurance to be obtained by ACSI shall be 
delivered by ACSI to SHRP and shall include an endorsement that SHRP will be 
given at least 30 days prior written notice of cancellation or any material 
change in coverage and name SHRP as an "Additional Insured" with respect to 
the Comprehensive General Liability.

         c.  Neither SHRP or ACSI shall be liable (by way of subrogation or 
otherwise) to and hereby waives its rights against the other parties (or to 
any insurance company insuring the other parties) for any loss or damage 
covered by insurance to the extent of that coverage only required to be 
carried by that party as provided in this Agreement.        
                                                                          
12.  GENERAL

         a.  SHRP shall not have the right to sell, lease, license, assign, 
barter, give, transfer or otherwise dispose of all or any portion of its 
right to use the transponder time or any other Simulcast facilities or 
services reserved, except as herein provided and under identical fee 
structures, terms and conditions of this contract, nor to change the 
location of any IRD provided hereunder without, in each case, the prior 
written consent of ACSI.

         b.  This Agreement may not be modified except by written Amendment 
signed by all parties.

         c.  This Agreement shall be governed by and construed and enforced in 
accordance with the laws of the State of Texas applicable to contracts made 
and to be entirely performed therein without reference to its conflict of 
laws principles.

         d.  This Agreement contains the entire agreement and understanding of 
the parties hereto with respect to the subject matter hereof and supersedes all
prior or contemporaneous agreements with respect to such subject matter.

         e.  This Agreement shall be binding upon and inure to the benefit of 
the parties hereto and their respective successors and permitted assigns.

         f.  Delivery of all notices, invoices or communications provided for 
herein shall be sufficient ifmade in person or after three days if mailed by 
first class registered or certified mail, return receipt requested and 
postage paid to the parties at their addresses set forth below or at such 
other addresses as they may designate by notice in accordance with this 
paragraph.

            TO ACSI:                  Autotote Communications Services, Inc.
                                      100 Bellevue Rd.
                                      Newark, Delaware  19714
                                      Attn:  Mark Sillcox, President


           TO SHRP:                  Sam Houston Race Park, Ltd.
                                     One Sam Houston Place
                                     Houston, Texas  77252-2323
                                Attn:  Robert L. Bork, Senior Vice President

                 With a copy to:           MAXXAM, Inc,
                                           5847 San Felipe
                                           Suite 2600
                                           Houston, Texas  77057
                                           Attn:  Byron L. Wade              

         g.  The section and paragraph headings contained in this Agreement are 
for reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.

         h.  No course of dealing between the parties or any delay on the part 
of any party in exercising any rights hereunder shall operate as a waiver of 
any rights of such party, except to the extent expressly waived in writing by
such party.

         i.  ACSI has the right to refuse to perform any of its obligations 
under this Agreement if, in its opinion, such performance violates or aids 
in the violation of any law, regulation, or satellite license agreement 
governing ACSI, SHRP, an End User or the Simulcast.

        j.  This Agreement may be executed in one or more counterparts, each of 
which shall, for all purposes,  deemed an original, but all of such 
counterparts shall constitute one and the same instrument.

         k.  Except as expressly provided in this Agreement (including Section 
4a.), neither ACSI nor the Track shall be responsible for or deemed to be in 
default under this Agreement on account of delays in performance or failure 
to perform due to causes beyond it control and not occasioned by its fault or
negligence, including, but not limited to, civil war, insurrections, strikes 
or other labor disputes, disputes with the Texas Horse Breeder's Association 
or similar associations, riots, fires, floods, hurricanes, interplanetary or 
atmospheric conditions, satellite pre-emption, explosions, earthquakes,
accidents, any act, demand, requirement priority or war activities of 
government including the Texas Racing Commission, allocation regulations or 
orders of government affecting materials; acts of God or the public
enemy, delay in transportation, shortage of fuel or other materials, 
epidemics, quarantine restrictions,<PAGE>
embargo (collectively "Force Majeure").

         l.  In the event the Track shall forfeit or for any reason no longer
 owns the rights to the Class I horse racing license issued by the Texas 
Racing Commission (the "Commission") or sells a controlling interest in the 
Track, SHRP shall have the right to terminate this Agreement by giving not 
less than 30 days notice of termination to ACSI, in which case SHRP shall be 
automatically released from all further liability under this Agreement, after
the expiration of the 30 day period.

         m.  If any of the provisions of this Agreement is or becomes invalid, 
illegal or unenforceable, the validity, legality or unenforceability of the 
remaining provisions shall not in any way be affected or impaired.  
Notwithstanding the foregoing, the parties shall thereupon negotiate in good 
faith in order to agree to the terms of a mutually satisfactory provision, 
achieving as nearly as possible the same commercial effect to be substituted 
for the provision(s) so found to be void or unenforceable.

         n.  SHRP's obligations under this Agreement are subject to and 
conditioned upon approval by the Texas Racing Commission in accordance with 
the provisions of the Texas Rules of Racing (the "Rules") included in
the Laws and Rules Governing Pari-Mutuel Racing and any other applicable 
sections and ACSI agrees to provide any information reasonably requested by 
the commission so as to facilitate the approval of this Agreement. 
ACSI recognizes that this Agreement is subject to approval by the Commission 
and that this Agreement shall be deemed void ab initio if it is not approved 
by the Commission.
  

IN WITNESS WHEREOF, the parties have hereunto set forth their respective hands 
and seals as of the date first written above,




Autotote Communication Services, Inc.              Sam Houston Race Park, Ltd.





By:/s/Mark Silcox                                  By:Robert Bork

         
















SCHEDULE A

SHRP Transmission Schedule




Racing Simulcast Dates






Transmission Times


Matinees


Evenings


Special











SCHEDULE B

SHRP IRD Sites



Site Name        Address                   Telephone            Contact Person