AGREEMENT BETWEEN
                    TEXAS HORSEMEN S PARTNERSHIP, L.L.P.
                                    AND
                        SAM HOUSTON RACE PARK, LTD.

     Whereas the Texas Racing Commission has formally recognized Texas
Horsemen s Partnership, L.L.P. (herein Partnership) as the officially
recognized horsemen s organization to represent owners and trainers racing
horses in Texas; and

     Whereas the Partnership is the assignee and successor to Texas HBPA,
Inc. of the rights and obligations of the contract, as amended, between
Texas HBPA, Inc. And Sam Houston Race Park, Ltd. (herein Association) dated
April 29, 1994; and

     Whereas the Association recognizes the desirability of having one
horsemen s organization representing owners and trainers racing at the
Association; now therefore

     Partnership and Association do hereby agree to provide funding of the
Partnership as follows:

     1. Funding of the Partnership shall be provided as an expense of total
interstate simulcast handle on incoming signals by deducting from such
revenues and paying to the Partnership an amount equivalent to .15 percent
(.0015), beginning July 1, 1996 and continuing until such time as a
different percentage may be agreed upon by both parties to this agreement
in order to provide sufficient income to sustain operations of the
Partnership and to provide adequate benevolence and assistance.

     2. This funding mechanism supersedes and supplants all previous and
existing contractual provisions for funding of the officially recognized
horsemen s organization at the Association.

     EXECUTED in multiple copies on the dates indicated.

     TEXAS HORSEMEN S PARTNERSHIP, L.L.P.


     BY:       /S/ STANLEY BEARD        
          Stanley Beard, Chairman, Management Committee
     Date: June, 1996


     SAM HOUSTON RACE PARK


     BY:       /S/ ROBERT L. BORK       
          Robert L. Bork, Senior Vice President 
            and General Manager
     Date: June, 1996