HORSEMEN'S AGREEMENT
BETWEEN TEXAS THOROUGHBRED HBPA, INC.
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 Thoroughbred HBPA, Inc. (hereinafter
"TTHBPA").

         SHRP and the TTHBPA agree that they are each interested in: (1) the
advancement, maintenance, promotion and improvement of thoroughbred 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 and except that
this agreement shall be extended and hereby is extended through December 31,
2000, solely for the purposes set forth in Section 11.

         B.      A live thoroughbred 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.      TTHBPA 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 TTHBPA, Inc. is the
representative group for owners and trainers ("Horsemen") running
thoroughbreds in the State of Texas.  SHRP agrees to recognize the TTHBPA as
the exclusive and sole representative of the owners and trainers starting
thoroughbreds in races at SHRP during the term of this agreement, and
further agrees that with respect to all matters pertaining to thoroughbred
racing at SHRP, as the same shall affect owners and trainers, TTHBPA shall be
deemed by SHRP to be the appropriate party in interest to represent the
interests of thoroughbred horsemen.  TTHBPA acknowledges that SHRP grants
said exclusive and sole representation based on TTHBPA'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 TTHBPA
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.      TTHBPA agrees that during the term of this agreement TTHBPA
will not utilize nor counsel or encourage its members to strike, embargo,
boycott or employ similar tactics in dealing with SHRP on matters concerning
or affecting Horsemen and their relationship to SHRP.

         D.      SHRP agrees to provide the TTHBPA with adequate office space
near the racing office accessible to the Horsemen.  (All TTHBPA furniture,
telephone and other office expenses shall be the sole responsibility of
TTHBPA.)  TTHBPA 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.      TTHBPA 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.      TTHBPA 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.      TTHBPA 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.      TTHBPA 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 TTHBPA 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 TTHBPA for purse funds, and the books of
account for purse funds shall be open to inspection by TTHBPA 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.  TTHBPA shall have the right to audit such books
and records upon reasonable notice at the expense of the TTHBPA.
         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 TTHBPA 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 to the 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 TTHBPA.  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 TTHBPA
to be reliable.  Such information shall be provided to the TTHBPA and SHRP
agrees to consult with TTHBPA 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 TTHBPA 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 TTHBPA shall be in receipt of a proof
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 TTHBPA.
         SHRP shall provide to TTHBPA 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 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 TTHBPA.

         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 TTHBPA 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 TTHBPA
regarding daily pari-mutuel handle, average daily handle to date, stakes
percentages, purse percentages, etc. (Complete daily payout sheet), as
requested by the TTHBPA.


4.       TTHBPA 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.

         B.      Further, through this contractual arrangement, and within 10
days following the end of each month, TTHBPA shall receive two percent (2%)
of monthly earnings credited for the preceding month to member owner's
accounts for expenses and benevolence.
         TTHBPA further agrees to indemnify SHRP from any claim of liability
made by any such owner who shall have opted out of membership in TTHBPA as
set forth above and shall have won a purse.

5.       HORSEMEN'S PURSE ACCOUNT

         As designated by the TTHBPA, 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 TTHBPA 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 TTHBPA.


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 entered in 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
TTHBPA 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 TTHBPA 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 TTHBPA 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 TTHBPA.

11.      THOROUGHBRED PURSE OVERPAYMENT

         Notwithstanding any prior understandings to this contract, it is hereby
agreed that SHRP shall be and is hereby entitled to recover from the
thoroughbred horsemen's purse funds, previous overpayment amounts according
to the following schedule:
         December 31, 1999     $660,000.00
         December 31, 2000     $631,000.00
           Balance due       $1,291,000.00
         Recovered to date     $309,000.00
         Total Recoupment    $1,600,000.00

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 TTHBPA 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 TTHBPA.

16.      ADDRESSING OF PROBLEMS

         The TTHBPA and 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 as 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 TTHBPA, 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 TTHBPA and
SHRP.  Should TTHBPA 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 the appropriate 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 TTHBPA 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 TTHBPA 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 THOROUGHBRED HBPA, INC.

 Dated: 11/26/96
/S/ L. WILLIAM HEILIGBRODT

L. William Heiligbrodt
President



 Dated: 11/26/96
/S/ ROBERT YOUNG
Robert Young
Horsemen's Committee Chairman


SAM HOUSTON RACE PARK, LTD.
by SHRP, General Partner, Inc.
Dated:11/26/96
/S/ JAMES D. NOTEWARE
James D. Noteware
President


This action was approved by the Management Committee of the Texas Horsemen's
Partnership, L.L.P. on          , 1996.

 Dated:11/26/96
 /S/ MARSHA ROUNTREE
 Marsha Rountree, Secretary/Treasurer