PARTNERSHIP INTEREST PURCHASE AGREEMENT



                                  By and Among


                              Anderson Park, Inc.,
                             an Indiana corporation,

                       Churchill Downs Management Company,
                             a Kentucky corporation,

                                       and

                              Centaur Racing, LLC,
                      an Indiana limited liability company



                    Dated as of the 16th day of October, 2001


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 .                                TABLE OF CONTENTS

ARTICLE I            PURCHASE OF PARTNERSHIP INTEREST                          1
    1.1       Acquisition of Transferred Partnership Interest                  1
    1.2       Participation Agreement                                          2
    1.3       Consulting Fee                                                   2
    1.4       First Option                                                     2
    1.5       Second Option                                                    2
    1.6       Terms of Option Sales                                            3
    1.7       Adjustments                                                      3
ARTICLE II           PURCHASE PRICE                                            4
    2.1       Purchase Price                                                   4
    2.2       Payment of Purchase Price                                        4
    2.3       Taxes and Costs                                                  4
    2.4       Allocation                                                       4
ARTICLE III          CLOSING; CLOSING DELIVERIES                               4
    3.1       Closing                                                          4
    3.2       Closing Deliveries of the Selling Parties                        4
    3.3       Buyer's Closing Deliveries                                       6
ARTICLE IV           REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES         7
    4.1       Representations and Warranties Concerning the Selling Parties    7
              (a)    Organization of Seller                                    7
              (b)    Organization of CDMC                                      7
              (c)    Authorization                                             7
              (d)    Validity; Binding Effect                                  7
              (e)    Noncontravention                                          7
              (f)    Title to Acquired Assets                                  8
              (g)    Legal Compliance                                          8
    4.2       Representations and Warranties Concerning Hoosier Park           8
              (a)    Organization of Hoosier Park                              8
              (b)    Ownership Interest                                        8
              (c)    Financial Statements                                      8
              (d)    Subsequent Events                                         9
              (e)    Undisclosed Liabilities                                   9
              (f)    Notes and Accounts Receivable                             9
              (g)    Legal Compliance                                          9
              (h)    Tax Matters                                               9
              (i)    ERISA; Benefit Plans                                     10
              (j)    Employees                                                10
              (k)    Litigation                                               10
              (l)    Environmental, Health and Safety Matters                 10
              (m)    Title to Property                                        11
              (n)    Contracts, Agreements, and Commitments                   11


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    4.3       Disclosure                                                      11
    4.4       No Breach                                                       11
ARTICLE V            REPRESENTATIONS AND WARRANTIES OF BUYER                  12
    5.1       Organization of Buyer                                           12
    5.2       Authorization                                                   12
    5.3       Validity; Binding Effect                                        12
    5.4       Noncontravention                                                12
    5.5       Securities Matters                                              12
    5.6       Disclosure                                                      13
ARTICLE VI           COVENANTS PENDING CLOSING                                13
    6.1       Reasonable Efforts                                              13
    6.2       Notices and Consents                                            13
    6.3       Full Access                                                     14
    6.4       Operation of Business                                           14
    6.5       Notices                                                         14
    6.6       Preservation of Business                                        14
    6.7       Exclusivity                                                     15
ARTICLE VII          THE SELLING PARTIES' CONDITIONS PRECEDENT                15
    7.1       Performance by Buyer                                            15
    7.2       Accuracy of Representations and Warranties                      15
    7.3       No Injunction                                                   15
    7.4       Closing Deliveries                                              15
    7.5       Receipt of Regulatory Approvals                                 15
    7.6       Receipt of Additional Approvals                                 15
    7.7       Acquisition of the Conseco Interest                             16
    7.8       New Management Agreement                                        16
ARTICLE VIII         BUYER'S CONDITIONS PRECEDENT                             16
    8.1       Performance by CDMC and Seller                                  16
    8.2       Accuracy of Representations and Warranties                      16
    8.3       No Injunction                                                   16
    8.4       Closing Deliveries                                              16
    8.5       Receipt of Consents/Regulatory Approvals                        16
    8.6       No Material Change                                              17
    8.7       Acquisition of the Conseco Interest                             17
    8.8       New Management Agreement                                        17
ARTICLE IX           FURTHER COVENANTS                                        17
    9.1       Indemnification                                                 17
    9.2       Survival Period                                                 18
    9.3       No Investment                                                   18
    9.4       Non-Solicitation and Retention                                  18
    9.5       Put Right                                                       18
    9.6       Shootout                                                        20
    9.7       Additional Interests Acquired                                   21
    9.8       Acquisition of the Consenco Interest                            21

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    9.9       Financial Advisory Agreement                                    21
    9.10      Additional Consents                                             22
    9.11      Simulcasting Rights                                             22
    9.12      Disclosures                                                     22
    9.13      Board Participation; General Partner                            23
    9.14      Due Diligence                                                   23
    9.15      New Management Agreement                                        23
    9.16      Issuance Transaction                                            24
    9.17      Sale Transaction                                                24
    9.18      Existing Management Agreement                                   24
    9.19      Additional Partnership Provisions                               24
ARTICLE X            MISCELLANEOUS                                            25
    10.1      Confidentiality; Press Release                                  25
    10.2      Notices                                                         26
    10.3      Expenses                                                        27
    10.4      Governing Law                                                   27
    10.5      Partial Invalidity                                              27
    10.6      Assignment                                                      27
    10.7      Successors and Assigns                                          28
    10.8      Execution in Counterparts                                       28
    10.9      Titles and Headings; Rules of Construction                      28
    10.10            Entire Agreement; Amendments and Waivers                 28
    10.11            Termination                                              29
    10.12            No Third Party Beneficiaries                             29
    10.13            Definitions                                              29

EXHIBITS

    Exhibit A               Form of Participation Agreement
    Exhibit B               Form of Consulting Agreement
    Exhibit C               Hoosier Park Year-End Financial Statements
    Exhibit D               Hoosier Park Interim Financial Statement


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<PAGE>

                     PARTNERSHIP INTEREST PURCHASE AGREEMENT


         THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made
and entered into as of the 16th day of October, 2001, by and among Anderson
Park, Inc., an Indiana corporation ("Seller"), Churchill Downs Management
Company, a Kentucky corporation and the parent corporation of Seller ("CDMC")
(Seller and CDMC, collectively, the "Selling Parties") and Centaur Racing, LLC,
an Indiana limited liability company ("Buyer").

                                    RECITALS:

    A         Seller is the general partner of Hoosier Park, L.P., an
Indiana limited partnership ("Hoosier Park"), and owns a seventy-seven percent
(77%) partnership interest therein.

    B         Hoosier Park operates a horse race track and related
pari-mutuel horse wagering facility in Anderson, Indiana, as well as various
satellite pari-mutuel horse wagering facilities in the State of Indiana
(collectively, the "Gaming Facility").

    C         Seller's  principal asset is its  seventy-seven  percent (77%)
general  partnership  interest in Hoosier Park.

    D         Buyer desires to acquire from the Selling Parties, and the
Selling Parties desire to sell to Buyer, certain rights of the Selling Parties
with respect to Hoosier Park, all on the terms and subject to the conditions set
forth in this Agreement.

                                   AGREEMENT:

    NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


                                    ARTICLE I
                        PURCHASE OF PARTNERSHIP INTEREST

    1.1       Acquisition of Transferred Partnership Interest. Upon the
terms and subject to the conditions contained herein, Seller shall (and CDMC
shall cause Seller to) sell and transfer to Buyer, and Buyer shall purchase and
acquire from Seller, at the Closing (as hereinafter defined), all of Seller's
right, title and interest in, to and under a portion of Seller's interest as a
partner in the Partnership equal to fifteen percent (15%) of all the partnership
interests therein as of the date hereof (the "Transferred Partnership
Interest"), free and clear of all security interests, liens, restrictions,
claims, encumbrances or charges of any kind, other than those set forth in the
Partnership Agreement (as hereinafter defined) or restrictions under any federal
or state securities laws (collectively, "Encumbrances").


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<PAGE>



    1.2       Participation Agreement. At the Closing, CDMC shall grant to
Buyer, by delivery of the Participation Agreement substantially in the form
attached hereto as Exhibit A (the "Participation Agreement") a fifteen percent
(15%) interest in that certain loan (including all accrued and unpaid interest
thereon) owed to CDMC by Hoosier Park in the original principal amount of
$28,700,000, evidenced by that certain Second Amended Secured Promissory Note
dated November 1, 1994 and executed by Hoosier Park in favor of CDMC (such loan,
the "Loan" and such interest therein, the "Transferred Loan Interest").

   1.3        Consulting Fee. At the Closing and in consideration for
certain advisory services to be performed by Buyer in favor of CDMC (as
described in the Consulting Agreement defined below), CDMC shall pay to Buyer an
amount equal to twelve percent (12%) of all the management fees (the "Consulting
Fee") payable to CDMC (in excess of $400,000 annually and other than any
management fees accrued and unpaid at the Closing) under the Amended and
Restated Management Agreement dated May 31, 1996, between CDMC and Hoosier Park
(the "Existing Management Agreement"), by delivery of the Consulting Agreement
substantially in the form attached hereto as Exhibit B (the "Consulting
Agreement").

    1.4       First Option. The Selling Parties, as applicable, hereby grant
Buyer an option (the "First Option") to purchase (a) an additional portion of
Seller's interest as a partner in the Partnership equal to eleven percent (11%)
of all the partnership interests therein as of the date hereof and (b) an
additional 11% interest in the Loan (in the same manner as described in Section
1.2 above). Upon closing of the First Option, the Consulting Fees payable to
Buyer under the Consulting Agreement shall be increased from twelve percent
(12%) to twenty percent (20%) of all the management fees payable to CDMC (in
excess of $400,000 annually and other than any management fees accrued and
unpaid at closing of the First Option) under the Existing Management Agreement,
such increase to be exclusive of any amounts received pursuant to Buyer's
acquisition of the Conseco Interest (as hereinafter defined). The purchase price
shall be Eight Hundred Eighty Thousand Dollars ($880,000) plus eleven percent
(11%) of the outstanding principal balance of the Loan, plus all accrued and
unpaid interest thereon, on the date of closing of the First Option, plus eleven
percent (11%) of any equity contributed by the partners of Hoosier Park to
Hoosier Park between the date hereof and the date of closing of the First
Option, and shall be paid in immediately available funds at the closing of the
First Option. Buyer may exercise the First Option by delivering written notice
to the Selling Parties of its intention to do so on or before August 31, 2003;
provided, however, that Buyer may extend such period until June 30, 2004 by
delivering written notice to the Selling Parties on or before August 31, 2003
("First Option Period") along with a non-refundable payment in the amount of
$250,000 in immediately available funds. Closing of the First Option shall occur
within thirty days of the date the last required Regulatory Approval (as
hereinafter defined)(necessary for the consummation of the First Option) is
obtained.

    1.5       Second Option. The Selling Parties, as applicable, hereby
grant Buyer an option (the "Second Option"), if and only if Buyer exercises the
First Option, to purchase (a) an additional portion of Seller's interest as a
partner in the Partnership equal to thirty-one percent (31%) of all the


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partnership interests therein as of the date hereof, and (b) an additional 31%
interest in the Loan (in the same manner as described in Section 1.2 above). The
purchase price shall be equal to Twenty-seven Million Five Hundred Ninety
Thousand Dollars ($27,590,000) plus thirty-one percent (31%) of the outstanding
principal balance of the Loan, plus all accrued and unpaid interest thereon, on
the date of closing of the Second Option, plus thirty-one percent (31%) of any
equity contributed by the partners of Hoosier Park to Hoosier Park between the
date hereof and the date of closing of the Second Option, and shall be paid in
immediately available funds at closing of the Second Option. At closing of the
Second Option, Buyer shall receive a $2,500,000 credit against the purchase
price of the Second Option (thereby reducing the amount payable at closing of
the Second Option by such amount). Buyer may exercise the Second Option by
delivering written notice to the Selling Parties of its intention to do so
between December 1, 2004 and March 1, 2005 ("Second Option Period"). The closing
of the Second Option shall occur within thirty days of the date the last
required Regulatory Approval (necessary for the consummation of the Second
Option) is obtained.

    1.6       Terms of Option Sales. The sales of the interests to be
conveyed by the First Option and the Second Option shall be made on the terms
and conditions set forth in this Agreement with respect to the sale of the
Transferred Partnership Interest and the Transferred Loan Interest, except that
(a) the purchase price shall be as set forth in this Agreement, (b) the
representations and warranties of Buyer and the Selling Parties set forth in
this Agreement shall be reaffirmed on the date of closing (it being understood,
however, that (i) the representations and warranties made in Sections 4.2(b)
through (f) and (j) of this Agreement (the "Updated Representations") shall be
updated within thirty (30) days of the date of the option is exercised to
reflect events occurring after the Closing Date ("Intervening Events"), and (ii)
changes in the Updated Representations and immaterial changes in the other
representations and warranties caused by Intervening Events shall not be deemed
a breach thereof by the Selling Parties and/or Buyer), (c) the parties'
indemnity obligations relating to such transactions shall be extended beyond the
date of the consummation of such transactions for the period described in
Section 9.2 below (i.e., one year after closing of the First Option and closing
of the Second Option, as appropriate), and (d) the Indemnity Limit (as
hereinafter defined) shall be One Million Dollars ($1,000,000) and Three Million
Five Hundred Thousand Dollars ($3,500,000), after closing of, and with respect
to, the First Option and the Second Option, respectively.

    1.7       Adjustments. If after the date of this Agreement, one or more
new partners are admitted to Hoosier Park, the percentage equity interests to be
bought and sold in Sections 1.1, 1.4 and 1.5 shall be ratably reduced to reflect
the admission of such partner or partners; and, if such partner or partners,
incident to its or their admission as a partner of Hoosier Park, acquires a
participation interest in the Loan or the management fees under the Existing
Management Agreement, the percentage participation interest in the Loan and in
the management fees described in such sections (along with the purchase price
attributable thereto) shall be similarly reduced.

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                                   ARTICLE II
                                 PURCHASE PRICE

    2.1       Purchase Price. In consideration for the Transferred
Partnership Interest to be sold and transferred to Buyer, and for the
Transferred Loan Interest, and upon the terms and conditions contained herein,
Buyer shall pay or cause to be paid to or for the account of Seller (as set
forth in Section 2.2 below), Four Million Five Hundred Thousand Dollars
($4,500,000) (the "Purchase Price").

    2.2       Payment of Purchase Price. Buyer shall pay the Purchase Price
to the Selling Parties in immediately available funds at the Closing by wire
transfer to an account or accounts designated by Seller at least forty-eight
(48) hours prior to the Closing.

    2.3       Taxes and Costs. All taxes, stamp duties, notarial,
registration and recording fees resulting from or relating to the sale and
transfer of the Transferred Partnership Interest as contemplated hereby shall be
paid by Seller.

    2.4       Allocation. The parties shall agree at the Closing to the
allocation of the Purchase Price among the Transferred Partnership Interest and
the Transferred Loan Interest for financial accounting and tax purposes so that
the portion of the Purchase Price attributable to the Transferred Loan Interest
shall be equal to fifteen percent (15%) of the then principal balance of the
Loan and all accrued interest thereon, with all remaining Purchase Price
allocated to the Transferred Partnership Interest and the other rights acquired
pursuant to this Agreement.


                                   ARTICLE III
                           CLOSING; CLOSING DELIVERIES

    3.1       Closing. The "Closing" means the time at which the Selling
Parties consummate the transactions contemplated by Sections 1.1, 1.2 and 1.3
hereby after the satisfaction (or receipt of a duly executed waiver) of each of
the conditions precedent to Closing as hereinafter described. The Closing shall
take place at the offices of Buyer's counsel, Sommer & Barnard, PC, 4000 Bank
One Tower, 111 Monument Circle, Indianapolis, Indiana. Subject to Section 10.11
below, the Closing shall occur at 10:00 a.m., Eastern Standard Time, on the
earlier of December 27, 2001, or five days from the satisfaction or waiver of
all conditions precedent to Closing set forth below. The date on which the
Closing occurs is herein referred to as the "Closing Date". For purposes of this
Agreement, Closing and Closing Date when used in reference to the First Option
and the Second Option shall mean the respective time and date for the closing of
each option as set forth in Section 1.4 and 1.5, as appropriate.

    3.2       Closing Deliveries of the Selling Parties. At the Closing, in
addition to any other documents specifically required to be delivered pursuant


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to this Agreement, the Selling Parties shall, in form and substance reasonably
satisfactory to Buyer and its counsel, deliver to Buyer the following:

              (a) A Bill of Sale and Assignment, duly executed by Seller,
conveying all of Seller's right, title and interest in, to and under the
Transferred Partnership Interest to Buyer;

              (b)    A counterpart to the Participation Agreement, duly executed
by CDMC;

              (c)    A counterpart to the Consulting Agreement, duly executed by
 CDMC;

              (d)    A certificate, duly executed by each of the Selling
Parties, certifying that each of the Selling Parties has performed and complied
with, in all material respects, all of the terms, provisions and conditions of
this Agreement to be performed and complied with by each of them at or prior to
Closing and that their respective representations and warranties are true in all
material respects as of the date of this Agreement and as of the Closing (except
as expressly contemplated or permitted by this Agreement);

              (e)    A certificate of the Secretary or Assistant Secretary of
Seller, dated the Closing Date, certifying (i) the resolutions duly adopted by
CDMC, as sole shareholder of Seller (if required by Law, as hereinafter
defined), and the Board of Directors of Seller authorizing and approving the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby, and (ii) that such resolutions have not been rescinded or
modified and remain in full force and effect as of the Closing Date;

              (f)    A certificate of the Secretary or Assistant Secretary of
CDMC, dated the Closing Date, certifying (i) the resolutions duly adopted the
Board of Directors of CDMC authorizing and approving the execution, delivery and
performance of this Agreement and the transactions contemplated hereby, and (ii)
that such resolutions have not been rescinded or modified and remain in full
force and effect as of the Closing Date;

              g)     A  Certificate  of Existence of Seller, dated no more than
ten days prior to the Closing Date, issued by the Secretary of State of Indiana;

              (h)    A Certificate of Existence of CDMC, dated no more than ten
days prior to the Closing Date, issued by the Secretary of State of Kentucky;

              i)     An opinion of Wyatt, Tarrant & Combs, LLP, counsel for the
Selling Parties, dated the Closing Date and addressed to Buyer, containing
customary opinions;

              (j)    Such other instruments of sale, transfer, conveyance and
assignment as Buyer and its counsel may reasonably request to effect the
transactions contemplated hereby, including, without limitation, such documents
as are required by the Amended and Restated Hoosier Park, L.P. Agreement of
Limited Partnership dated as of May 31, 1996, among the partners of Hoosier Park


<page>
                                     33
(the "Partnership Agreement") to cause the sale and transfer of the Transferred
Partnership Interest as herein contemplated to be effective and to cause the
conveyance of the Transferred Partnership Interest to Buyer to be recognized by
Hoosier Park and accurately reflected in Schedule 1 to the Partnership Agreement
and in such other of its records as relate to the identity of its partners and
the extent of their partnership interests or as otherwise required by applicable
agreements; and

              (k)    All other previously undelivered items required to be
delivered by any of the Selling Parties at or prior to Closing pursuant to this
Agreement or otherwise required in connection herewith unless waived in writing
by Buyer.

    3.3       Buyer's Closing Deliveries. At the Closing, in addition to any
other documents specifically required to be delivered pursuant to this
Agreement, Buyer shall, in form and substance reasonably satisfactory to the
Selling Parties and their counsel, deliver to the Selling Parties the following:

              (a)    The Purchase Price;

              (b)    A counterpart to the Participation Agreement, duly executed
by Buyer;

              (c)    A counterpart to the Consulting Agreement, duly executed by
Buyer;

              (d)    A certificate, duly executed by Buyer, certifying that
Buyer has performed and complied with, in all material respects, all of the
terms, provisions and conditions of this Agreement to be performed and complied
with by it at or prior to Closing and that its representations and warranties
are true in all material respects as of the date of this Agreement and as of the
Closing (except as expressly contemplated or permitted by this Agreement);

              (e)    A certificate of the sole member of Buyer, dated the
Closing Date, certifying (i) the resolutions duly adopted by the sole member of
Buyer authorizing and approving the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, and (ii) that such
resolutions have not been rescinded or modified and remain in full force and
effect as of the Closing Date;

              (f)    A Certificate of Existence of Buyer, dated no more than ten
days prior to the Closing  Date, issued by the Secretary of State of Indiana;

              (g)    An opinion of Sommer & Barnard,  P.C., counsel for Buyer,
dated the Closing Date,  addressed to the Selling Parties, containing customary
opinions; and

              (h) All other previously undelivered items required to be
delivered by Buyer at or prior to Closing pursuant to this Agreement or
otherwise required in connection herewith unless waived in writing by each of
the Selling Parties.


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<page>
                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES

    As an inducement to Buyer to enter into this Agreement and to
consummate the transactions contemplated hereby, the Selling Parties, jointly
and severally, represent and warrant to Buyer, and Buyer in agreeing to pay the
Purchase Price and to otherwise consummate the transactions contemplated by this
Agreement has relied upon such representations and warranties, except as set
forth in that certain Disclosure Letter which is referred to herein and which
has previously been delivered by the Selling Parties to Buyer, as follows:

    4.1       Representations and Warranties Concerning the Selling Parties.

              (a)    Organization of Seller. Seller is a corporation duly
organized and validly existing under the laws of the state of its organization
and is qualified to do business as a foreign corporation in good standing in
each other state wherein the nature of its business or activities requires such
qualification.

              (b)    Organization of CDMC. CDMC is a corporation duly organized
and validly existing under the laws of the state of its organization and is
qualified to do business as a foreign corporation in good standing in each other
state wherein the nature of its respective business or activities requires such
qualification.

              (c)    Authorization. Each of the Selling Parties has full
corporate power and authority to (i) execute and deliver this Agreement and to
perform its respective obligations hereunder, and (ii) own and operate its
respective assets, properties and business and carry on its respective business
as presently conducted. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action on the
part of each of the Selling Parties, including director and shareholder (where
required) authorization.

              (d)    Validity; Binding Effect. This Agreement has been duly and
validly executed and delivered by each of the Selling Parties and constitutes a
valid and legally binding obligation of each of the Selling Parties, enforceable
against each of the Selling Parties in accordance with its terms.

              (e)    Noncontravention. The execution, delivery and performance
of this Agreement by each of the Selling Parties, the consummation of the
transactions contemplated hereby and the compliance with or fulfillment of the
terms and provisions hereof or of any other agreement or instrument contemplated
hereby, do not and will not (i) conflict with or result in a breach of any of
the provisions of the Articles of Incorporation or Bylaws of any of the Selling
Parties, (ii) contravene any Law which affects or binds any of the Selling
Parties or any of their respective properties, (iii) except as set forth in the
Disclosure Letter, conflict with, result in a breach of, constitute a default
under, or give rise to a right of termination or acceleration under any material


                                       35

<page>
contract, agreement, note, deed of trust, mortgage, trust, lease, Governmental
(as hereinafter defined) or other license, permit or other authorization, or any
other material instrument or restriction to which any of the Selling Parties is
a party or by which any of their respective properties may be affected or bound,
or (iv) except for the Regulatory Approvals, the consent of Conseco and the
consents required by Section 7.6 below, require any of the Selling Parties to
obtain the approval, consent or authorization of, or to make any declaration,
filing or registration with, any third party or any Governmental authority which
has not been obtained in writing prior to the date of this Agreement.

              (f)    Title to Acquired  Assets.  Seller has, or will have at
Closing, good and marketable  title tothe Transferred Partnership Interest, free
and clear of any and all Encumbrances.

              (g)    Legal Compliance. Seller has complied in all material
respects with all applicable Laws (including rules, regulation, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
federal, state, local and foreign governments (and all agencies thereof) and no
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against Seller alleging any
failure so to comply.

    4.2       Representations and Warranties Concerning Hoosier Park.

              (a)    Organization of Hoosier Park. Hoosier Park is a limited
partnership duly organized and validly existing under the laws of the State of
Indiana and is qualified to do business as a foreign limited partnership in good
standing in each other state wherein the nature of its business or activities
requires such qualification.

              (b)    Ownership Interest. Hoosier Park is owned seventy-seven
percent (77%) by Seller and to Seller's knowledge ten percent (10%) by Conseco
HPLP, L.L.C., an Indiana limited liability company ("Conseco"). To Seller's
knowledge, other than the interest of Buyer and options issued by Buyer to
Kenneth Cragen and Michael Phillips, there are no other holders of any ownership
interest in Hoosier Park. There are no outstanding subscriptions, options,
warrants, contracts, commitments, convertible securities or other agreements or
arrangements of any character or nature whatsoever under which Hoosier Park or
Seller is or may become obligated to issue, assign or transfer any ownership
interest in Hoosier Park, except as provided in the Partnership Agreement.

              (c)    Financial Statements. The (i) audited balance sheets and
statements of income, changes in partner's equity and cash flow as of and for
the three fiscal years ending prior to the Closing Date for Hoosier Park,
attached hereto as Exhibit C, and (ii) interim unaudited balance sheets and
statements of income, statement of partner's capital and cash flow as of and for
the month ending September 30, 2001 (the "Hoosier Park Interim Financial
Statements"), for Hoosier Park attached hereto as Exhibit D have been prepared
in accordance with generally accepted accounting principles consistently applied
throughout the periods covered thereby and present fairly the financial
condition of Hoosier Park as of such dates and the results of operations of


                                       36

<page>
Hoosier Park for such periods; provided, however, that the Hoosier Park Interim
Financial Statements are subject to normal year-end adjustments and lack
footnotes and other presentation items required under generally accepted
accounting principles.

              (d)    Subsequent Events. Since the date of the Hoosier Park
Interim Financial Statements, to the Selling Parties' knowledge there has not
been any material adverse change in the business, financial condition,
operations or result of operations of Hoosier Park.

              (e)    Undisclosed Liabilities. To the Selling Parties'
knowledge, Hoosier Park has no liability (and there is no basis for any present
or future action, suit, proceeding, hearing, investigation, charge, complaint,
claim or demand against it giving rise to any liability), except for (i)
liabilities (whether known or unknown, foreseen or unforeseen, contingent or
otherwise ("Liabilities")) disclosed in the Hoosier Park Interim Financial
Statements, and (ii) Liabilities not required to be so disclosed or which have
arisen thereafter in the ordinary course of business.

              (f)    Notes and Accounts Receivable. Except as set forth in the
Disclosure Letter, all notes and accounts receivable of Hoosier Park are
reflected properly on its books and records, and to the knowledge of the Selling
Parties, all material notes and accounts receivable of Hoosier Park are valid
receivables subject to no setoffs or counterclaims, are current and are
collectible in accordance with their terms at their recorded amounts, subject
only to the reserve for bad debts set forth on the face of the balance sheet
contained in the Hoosier Park Interim Financial Statements (rather than in any
notes thereto) as adjusted for the passage of time through the Closing Date in
accordance with the past custom and practice of Hoosier Park. At the Closing,
Hoosier Park will have no obligations for borrowed money or the deferred
purchase price of any asset, other than the Loan and capitalized leases incurred
in the ordinary course of business.

              (g)    Legal Compliance. Hoosier Park has complied in all
material respects with all applicable Laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder)
of federal, state, local and foreign Governments (and all agencies thereof) and
no action, suit, proceeding, hearing, investigation, charge, complaint, demand,
or notice has been filed or commenced against Hoosier Park alleging any failure
so to comply.

              (h)    Tax Matters.

              (i)    Hoosier Park has filed all tax returns that it was required
to file.  All such tax returns were prepared in substantial compliance with
applicable rules and instructions. Seller has delivered true and complete copies
of all the tax returns of Hoosier Park for the last three (3) years to Buyer.
All taxes, penalties, and interest (collectively, "Taxes") owed by Hoosier Park
(whether or not shown on any tax return) have been paid, except as being
contested in good faith, including the matters set forth in the Disclosure

                                       37

<page>
Letter. Hoosier Park is not currently the beneficiary of any extension of time
within which to file any tax return. No claim has ever been made by an authority
in a jurisdiction where Hoosier Park does not file tax returns that it is or may
be subject to taxation by that jurisdiction.

                     (ii)   Hoosier  Park  has  withheld and  paid  all  Taxes
required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor, creditor, stockholder, or other
third party.

                     (iii)  Hoosier  Park  has  not  waived  any  statute of
limitations  in respect of Taxes or agreed to any extension of time with respect
to a Tax assessment or deficiency.

              (i)    ERISA; Benefit Plans. The Disclosure Letter describes each
employee benefit plan (as such term is defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) and each other
material employee benefit plan, program or arrangement maintained, contributed
to or required to be contributed to, by Hoosier Park as of the date hereof on
account of current or former employees of Hoosier Park (each, a "Benefit Plan").

                     (i)    Each Benefit Plan that is intended  to be  qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code") has received a determination from the Internal Revenue Service that such
Benefit Plan is so qualified and nothing has occurred since the date of such
determination that would adversely affect the qualified status of such Benefit
Plan.

                     (ii)   Each Benefit Plan has been  maintained,  funded, and
administered in compliance with its terms, the terms of any applicable
collective bargaining agreements, and all applicable laws including, but not
limited to, ERISA and the Code.

              (j)    Employees. To the knowledge of each of the Selling
Parties, no executive, key employee, or group of employees has any plans to
terminate employment with Hoosier Park. Except as set forth in the Disclosure
Letter, Hoosier Park is not a party to or bound by any collective bargaining
agreement, nor has Hoosier Park experienced any material strikes, grievances,
claims of unfair labor practices, or other collective bargaining disputes. To
the knowledge of the Selling Parties, Hoosier Park has not committed any unfair
labor practice. None of the Selling Parties has any knowledge of any
organizational effort presently being made or threatened by or on behalf of any
labor union with respect to employees of Hoosier Park.

              (k)    Litigation. Hoosier Park (i) is not subject to any
material outstanding injunction, judgment, order, decree, ruling or charge, and
(ii) is not a party to (or to the best of the knowledge of each of the Selling
Parties, threatened to be made a party to) any action, suit, proceeding, hearing
or investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local or foreign jurisdiction.

              (l)    Environmental, Health and Safety Matters.

                     (i)    To the  knowledge  of the Selling  Parties,  Hoosier
Park is in  compliance  with all federal, state, local and foreign statutes,
regulations and ordinances concerning public health and safety, worker  health
and safety and pollution or protection of the environment, including, without

                                       38

<PAGE>
limitation, all those relating to the presence, use, production, generation,
handling, transportation, treatment, storage, disposal, distribution, labeling,
testing, processing, discharge, release, threatened release, control or cleanup
of any hazardous materials, substances or wastes (collectively, "Environmental,
Health and Safety Requirements").

                     (ii)   Hoosier  Park has not received any  written  notice,
report  or  other  information regarding any active or alleged violation of any
Environmental, Health and Safety Requirements.

              (m)    Title to Property. Hoosier Park has good and marketable
title to or, as applicable, a valid leasehold interest in all of its assets and
properties (or interests therein), real or personal, tangible or intangible,
which it owns or leases, free and clear of all Encumbrances except for those (i)
Encumbrances set forth in the Disclosure Letter, (ii) liens for real and
personal property taxes not yet due and payable, (iii) statutory landlord's
liens, or (iv) any liens incurred in the ordinary course of business since
December 31, 2000 and which will not have an adverse effect on the operation or
use of its property.

              (n)    Contracts, Agreements, and Commitments. Except for the
contracts, agreements and commitments set forth in the Disclosure Letter (true
and complete copies of which have been provided to or made available to Buyer),
Hoosier Park is not a party to, or bound by any written or oral contract,
agreement or commitment which involves the payment or potential payment per
annum by or to Hoosier Park of more than Fifty Thousand Dollars ($50,000)
individually or One Hundred Thousand Dollars ($100,000) in the aggregate (with
respect to contracts relating to the same general subject matter) or that are
otherwise material to the business, operations, assets or property of Hoosier
Park (including, without limitation, oral or written employment agreements,
consulting or deferred compensation agreements). Each contract disclosed or
required to be disclosed in the Disclosure Letter is in full force and effect
and constitutes a valid and binding obligation of Hoosier Park in accordance
with its terms and, to the Selling Parties' knowledge, no party to such
contract, has violated, breached or defaulted under such contract, unless such
violation, breach or default has been cured or waived, or, with or without
notice or lapse of time or both, would be in violation or breach of or default
under any such contract.

    4.3       Disclosure. None of the representations or warranties of any
of the Selling Parties contained in this Article IV, and none of the information
contained in the Disclosure Letter referred to in this Article IV, is false or
misleading in any material respect or omits to state a fact herein or therein
necessary to make the statements made herein or therein not misleading in any
material respect.

    4.4       No Breach. Notwithstanding anything to the contrary herein
contained, no inaccuracy of any of the representations or warranties set forth
in Sections 4.2(h), (i), (j) or (l) of this Agreement shall constitute a breach
of this Agreement on which a right of action could be maintained against the
Selling Parties.

                                       39

<PAGE>
                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF BUYER

    As an inducement to the Selling Parties to enter into this Agreement
and to consummate the transactions contemplated hereby, Buyer represents and
warrants to each of the Selling Parties, and each of the Selling parties in
agreeing to consummate the transactions contemplated by this Agreement has
relied upon such representations and warranties, as follows:

    5.1       Organization of Buyer. Buyer is a limited liability company
duly organized and validly existing under the laws of the State of Indiana and
is qualified to do business as a foreign limited liability company in good
standing in each other state wherein the nature of its business or activities
requires such qualification.

    5.2       Authorization. Buyer has full limited liability company power
and authority to (a) execute and deliver this Agreement and to perform its
obligations hereunder, and (b) own and operate its assets, properties and
business and carry on its business as presently conducted. The execution,
delivery and performance of this Agreement have been duly authorized by all
necessary corporate action on the part of Buyer, including member authorization.

    5.3       Validity; Binding Effect. This Agreement has been duly and
validly executed and delivered by Buyer and constitutes a valid and legally
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms.

    5.4       Noncontravention. The execution, delivery and performance of
this Agreement by Buyer, the consummation of the transactions contemplated
hereby and the compliance with or fulfillment of the terms and provisions hereof
or of any other agreement or instrument contemplated hereby, do not and will not
(a) conflict with or result in a breach of any of the provisions of the Articles
of Organization or Operating Agreement of Buyer, (b) contravene any Law which
affects or binds Buyer or any of its properties, (c) other than the existing
order of the Indiana Horse Racing Commission ("IHRC") limiting Buyer from
increasing its ownership interest in Indiana horse racing, conflict with, result
in a breach of, constitute a default under, or give rise to a right of
termination or acceleration under any material contract, agreement, note, deed
of trust, mortgage, trust, lease, Governmental or other license, permit or other
authorization, or any other material instrument or restriction to which Buyer is
a party or by which any of its properties may be affected or bound, or (d)
except for the Regulatory Approvals and the consent of Conseco, require Buyer to
obtain the approval, consent or authorization of, or to make any declaration,
filing or registration with, any third party or any Governmental authority which
has not been obtained in writing prior to the date of this Agreement.

    5.5       Securities Matters

              (a) Buyer understands and agrees that the Transferred
Partnership Interest has not been registered under the Securities Act of 1933,

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<PAGE>


as amended (the "Act"), or any state securities act and, therefore, may not be
resold unless registered under such acts or unless an exemption from
registration is available. Buyer further understands that the certificate
evidencing the Transferred Partnership Interest will contain a legend setting
forth the restrictions on transferability of such interest.

              (b)    Buyer is purchasing the Transferred Partnership Interest
for investment only for its own account and not with a view to the distribution
or resale thereof.

              (c)    Buyer acknowledges that the Transferred Partnership
Interest is a speculative investment which involves a risk of loss by it of its
entire investment.

              (d)    Buyer is an "accredited investor" as defined in Rule
501(a) promulgated under the Act and has sufficient knowledge and experience in
business and financial matters to evaluate the merits and risks of an investment
in the Transferred Partnership Interest.

              (e)    Buyer has been afforded access to all material books,
records and contracts of Hoosier Park, has had an opportunity to ask questions
of and receive answers from Hoosier Park, or a person or persons acting on
behalf of Hoosier Park concerning the business and affairs of Hoosier Park and
concerning the terms and conditions of an investment in the Transferred
Partnership Interest; and all such questions have been answered to its full
satisfaction.

    5.6       Disclosure. None of the representations or warranties of Buyer
contained in this Article V is false or misleading in any material respect or
omits to state a fact herein or therein necessary to make the statements made
herein or therein not misleading in any material respect.


                                   ARTICLE VI
                            COVENANTS PENDING CLOSING

    The parties agree as follows with respect to the period between the
date of the execution of this Agreement and the Closing:



<PAGE>


    6.1       Reasonable Efforts. Each of the parties hereto shall take all
action and do all things reasonably necessary, proper or advisable in order to
consummate the transactions contemplated by this Agreement, including, without
limitation, (a) obtaining the Regulatory Approvals and resolving any licensing
issues before the IHRC, and (b) satisfaction, but not waiver, of the conditions
to Closing set forth below.

    6.2       Notices and Consents. Each of the parties hereto shall use
reasonable efforts to obtain any and all consents of third parties and
Governmental authorities (including, without limitation, the Regulatory
Approvals and the release or modification of the IHRC order referenced in
Section 5.4) as are necessary to consummate the transactions contemplated
hereby.

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<page>
    6.3       Full Access. Seller shall, and Seller shall cause Hoosier Park
to, permit the representatives of Buyer to have full access at all reasonable
times, and in a manner so as not to interfere with the normal business
operations of Hoosier Park, to all premises, properties, personnel, books,
records (including tax records), contracts and documents of or pertaining to
Hoosier Park, the Transferred Partnership Interest, the Transferred Loan
Interest and the Consulting Fee. Buyer shall have similar rights, with respect
to the assets and interests it is acquiring pursuant to the First Option and the
Second Option, one time during each of the First Option Period and Second Option
Period, respectively; provided, however, that Seller is only obligated to
provide full access to Buyer for ninety (90) days from the date Buyer notifies
Seller of its intention to perform a due diligence investigation.

    6.4       Operation of Business. From and after the date hereof until
the Closing, Hoosier Park and Seller will (and CDMC shall cause Seller, and
Seller shall cause Hoosier Park, to): (a) operate their respective businesses in
the ordinary course, consistent with past practice; (b) use their best efforts
to preserve their operations so that Buyer will obtain the benefits intended to
be afforded by this Agreement; (c) not take or permit any action which would
result in any representation or warranty of any of the Selling Parties becoming
incorrect or untrue in any material respect or result in the failure of any of
the Selling Parties to comply with its covenants and agreements herein in any
material respect; and (d) notify Buyer in writing promptly after any of the
Selling parties becomes aware of the occurrence of any event (other than matters
of general knowledge or otherwise known to Buyer) that might have a material
adverse effect on the business, operations or financial condition of Hoosier
Park. By way of describing the limitations described in Section 6.4(a) above,
but without limiting the scope of such provision, Seller will not (nor will CDMC
permit Seller nor will Seller permit Hoosier Park to): (x) make any
non-customary or extraordinary distributions or payments to any party
(including, without limitation, CDMC or Seller) for any purpose whatsoever (the
parties acknowledging that payments under the Existing Management Agreement and
the Loan are customary and not extraordinary), (y) enter into any material
agreement (oral or written) that is likely to continue beyond the Closing Date
(without the written consent of Buyer, which consent shall not be unreasonably
withheld), except that Hoosier Park may enter into concession agreements in the
ordinary course of business and on commercially reasonable terms, or (z) sell,
transfer or encumber (or enter into any agreement to sell transfer or encumber)
any of the Transferred Partnership Interest, the Transferred Loan Interest or
the Consulting Fee (except as contemplated by this Agreement).

    6.5       Notices. The parties hereto will promptly notify each other in
writing if any of them receives any notice, or otherwise becomes aware, of any
action or proceeding instituted or threatened before any court or governmental
agency or by any third party to restrain or prohibit, or obtain substantial
damages in respect of this Agreement or the consummation of the transactions
contemplated hereby.

    6.6       Preservation of Business. Hoosier Park will use its best
efforts to keep (and Seller will cause Hoosier Park to keep) its business and
properties substantially intact, including, its present operations, physical
facilities, working conditions, and relationships with lessors, licensors,
suppliers, customers, and employees.

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<page>

    6.7       Exclusivity. Seller will not (and CDMC will not cause or
permit Seller to) (a) solicit, initiate, or encourage the submission of any
proposal or offer from any third party relating to the acquisition of any
interest in Hoosier Park, or any capital stock or other voting securities, or
any substantial portion of the assets, of Seller (including any acquisition
structured as a merger, consolidation, or share exchange or any acquisition of
any interest in Seller's partnership interest in Hoosier Park) or (b)
participate in any discussions or negotiations regarding, furnish any
information with respect to, assist or participate in, or facilitate in any
other manner any effort or attempt by any third party to do or seek any of the
foregoing. Seller will notify Buyer immediately if any third party makes any
proposal, offer, inquiry, or contact with respect to any of the foregoing.


                                   ARTICLE VII
                    THE SELLING PARTIES' CONDITIONS PRECEDENT

         The obligation of the Selling Parties to effect the transactions
contemplated by this Agreement is subject to the fulfillment at or prior to the
Closing of each of the following conditions, except to the extent any such
condition is waived in writing by all of the Selling Parties:

    7.1       Performance by Buyer. Buyer shall have performed and complied
in all material respects with all of the terms, provisions and conditions of
this Agreement to be performed and complied with by Buyer at or prior to the
Closing.

    7.2       Accuracy of Representations and Warranties. All of the
representations and warranties made by Buyer in this Agreement shall be true in
all material respects as of the date of this Agreement and as of the Closing
(except as expressly contemplated or permitted by this Agreement).

    7.3       No Injunction. No injunction, restraining order, judgment or
decree of any court or Governmental authority shall be existing against any of
the parties to this Agreement or any of their officers, directors or
representatives, which restrains, prevents or materially alters the transactions
contemplated hereby.

    7.4       Closing Deliveries. Buyer shall have delivered to the Selling
Parties each of the documents required of Buyer under Section 3.3 of this
Agreement.

    7.5       Receipt of Regulatory Approvals. Seller shall have received
the approval of the IHRC and the City of Anderson, Indiana, Parks and
Recreations Board (to the extent their approval is required by applicable Law or
agreement) (collectively, the "Regulatory Approvals").

    7.6       Receipt of Additional Approvals. The Selling Parties shall
have received approvals from PNC Bank, National Association and from the boards
of directors of Churchill Downs Incorporated and CDMC for the transactions
contemplated herein. The Selling Parties shall notify Buyer that they are

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<page>

invoking this condition concerning approvals from the boards of directors of
Churchill Downs Incorporated and/or CDMC on or before November 30, 2001. If the
Selling Parties fail to so notify Buyer, or notify Buyer that such approvals
have been obtained, this condition, with respect to the board approvals, shall
automatically be deemed waived by Seller.

    7.7       Acquisition of the Conseco Interest. Buyer shall have acquired
Conseco's rights in Hoosier Park, including, but not limited to, its partnership
interest in Hoosier Park, rights under the Participation Agreement between CDMC
and Conseco dated May 31, 1996 (the "Conseco Participation Agreement") and
rights under the Financial Advisory Agreement between CDMC and Conseco dated May
31, 1996 (the "Financial Advisory Agreement")(collectively, the "Conseco
Interest") on terms and conditions acceptable to Buyer in its sole and absolute
discretion.

    7.8       New  Management  Agreement.  The parties shall have agreed on the
form of the New  Management  Agreement  (as hereinafter defined).


                                  ARTICLE VIII
                          BUYER'S CONDITIONS PRECEDENT

    The obligation of Buyer to effect the transactions contemplated by this
Agreement is subject to the fulfillment at or prior to the Closing of each of
the following conditions, except to the extent any such condition is waived in
writing by Buyer:

    8.1       Performance by CDMC and Seller. Each of the Selling Parties
shall have performed and complied in all material respects with all of the
terms, provisions and conditions of this Agreement to be performed and complied
with by it at or prior to the Closing.

    8.2       Accuracy of Representations and Warranties. All of the
representations and warranties made by the Selling Parties in this Agreement
shall be true in all material respects as of the date of this Agreement and as
of the Closing (except as expressly contemplated or permitted by this
Agreement).

    8.3       No Injunction. No injunction, restraining order, judgment or
decree of any court or Governmental authority shall be existing against any of
the parties to this Agreement or any of their officers, directors or
representatives, which restrains, prevents or materially alters the transactions
contemplated hereby.

    8.4       Closing Deliveries. The Selling Parties shall have delivered
to Buyer each of the documents required of them under Section 3.2 of this
Agreement.

    8.5       Receipt of Consents/Regulatory Approvals.  Buyer shall have
received all of the Regulatory Approvals.


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<page>
     8.6      No Material Change. There will not have occurred (a) any
suspension or revocation of the IHRC license for Hoosier Park or (b) any
destruction or disposition (voluntary or involuntary, except as contemplated by
this Agreement) of a material part of the assets of Hoosier Park.

    8.7       Acquisition of the Conseco Interest. Buyer shall have acquired
the Conseco Interest on terms and conditions acceptable to Buyer in its sole and
absolute discretion.

    8.8       New Management Agreement.  The parties shall have agreed on the
 form of the New Management Agreement.




<PAGE>



                                   ARTICLE IX
                                FURTHER COVENANTS

    9.1       Indemnification.

              (a)    The Selling Parties shall, jointly and severally,
indemnify and hold Buyer harmless from and against any and all damages, claims,
causes of action, losses and expenses, including reasonable attorneys' fees and
expenses (collectively, "Indemnifiable Losses"), incurred in connection with or
arising from (i) any nonfulfillment or breach by any of the Selling Parties of
any of their agreements or covenants contained in this Agreement, (ii) any
breach of any warranty or the inaccuracy of any representation or warranty of
any of the Selling Parties contained in this Agreement or in the Disclosure
Letter (other than the representations and warranties set forth in Sections
4.2(h), 4.2(i), 4.2 (j) or 4.2(l) of this Agreement), (iii) any Liabilities of
any of the Selling Parties, and (iv) ownership of the Transferred Partnership
Interest prior to the Closing; provided, however, that Buyer shall not be
entitled to make a claim for indemnification (A) under Section 9.1(a) (ii) until
Buyer's Indemnifiable Losses in the aggregate equal or exceed One Hundred
Thousand Dollars ($100,000) (the "Threshold Level"), provided, however, that
once a claim for indemnification exceeds the Threshold Level, such
indemnification shall be made from the first dollar of Indemnifiable Losses; (B)
for Indemnifiable Losses that exceed One Million Dollars ($1,000,000) (the
"Indemnity Limit"); and (C) under Section 9.1(a)(iii), if Buyer's Indemnifiable
Losses arise solely as a result of Buyer's status as the general partner of
Hoosier Park.

              (b)    Buyer shall indemnify and hold each of the Selling Parties
harmless from and against any and all Indemnifiable Losses incurred in
connection with or arising from (i) any nonfulfillment or breach by Buyer of any
of its agreements or covenants contained in this Agreement, (ii) any breach of
any warranty or the inaccuracy of any representation or warranty of Buyer
contained in this Agreement, and (iii) ownership of the Transferred Partnership
Interest after the Closing; provided, however, that Seller shall not be entitled
to make a claim for indemnification under Section 9.1(b)(ii) until Seller's
Indemnifiable Losses in the aggregate equal or exceed the Threshold Level;
provided, further, that once a claim for such indemnification exceeds the

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<page>
Threshold Level, such indemnification shall be made from the first dollar of
Indemnifiable Losses and no indemnity shall be provided for such Indemnifiable
Losses in excess of the Indemnity Limit.

    9.2       Survival Period. Except as otherwise specifically provided herein,
the representations and warranties contained in this Agreement or in the
Disclosure Letter delivered pursuant to this Agreement (or in any other
information delivered to any other party incident to the transactions
contemplated hereby) shall survive the Closing and shall remain in full force
and effect, regardless of any investigation made by or on behalf of any party
hereto, and shall continue for a period of one (1) year after the Closing Date,
at which time all of such representations and warranties shall terminate.
Notwithstanding anything contained in this Section 9.2 to the contrary, any
claim for indemnification made by any party hereto in writing to another party
hereto prior to the expiration of the survival period set forth above shall
survive until such claim has been resolved.

    9.3       No Investment. From the date of this Agreement and for a period of
five years thereafter, Buyer and its Affiliates (as hereinafter defined) will
not acquire equity securities representing more than five percent (5%) of the
issued and outstanding equity securities of Churchill Downs Incorporated, a
Kentucky corporation.

    9.4       Non-Solicitation and Retention.

              (a)    From the date of closing for the First Option and for one
(1) year thereafter, none of the Selling Parties will (nor will they permit any
of their respective Affiliates to), without Buyer's prior written consent,
directly or indirectly, recruit, solicit or otherwise induce or influence any
employee or sales agent of Hoosier Park (other than Richard B. Moore) to
discontinue such employment, agency or other relationship with Hoosier Park.

              (b)    For a period of one (1) year after the closing of the
Second Option, Buyer agrees that it will offer or cause Hoosier Park to continue
to offer employment to all of Hoosier Park's employees effective on the closing
of the Second Option (other than such non-union employees Buyer has identified
by written notice to the Selling Parties within thirty (30) days of the notice
pursuant to which it exercises the Second Option), it being understood that
Hoosier Park thereafter will be free to terminate such employees and that
Hoosier Park may terminate any employees at any time For Cause (as hereinafter
defined).

              (c)    "For Cause" shall mean (i) any act or omission on the part
of an employee that constitutes (A) common law fraud, (B) a felony, or (C)
dishonesty, or (ii) any act or omission on the part of an employee that
jeopardizes Hoosier Park's continuing ability to conduct its business or is
otherwise injurious to Hoosier Park, or (iii) any neglect by an employee in
connection with his or her duties.

    9.5       Put Right.  Subject to Regulatory  Approval,  but notwithstanding
anything to the contrary contained in the Partnership Agreement, and in addition
to the rights provided therein:

                                       46

<PAGE>


              (a)    If Buyer closes on the First Option and the Second Option,
beginning three years from the date the Second Option is closed, and for one
hundred eighty days thereafter, the Selling Parties shall have the right (the
"Put Right") to sell all, but not less than all, of their respective interests
in Hoosier Park (including, without limitation, Seller's then remaining
partnership interest, CDMC's interest under the Loan, and CDMC's rights under
the Existing Management Agreement and the New Management Agreement, if any, to
Buyer for an amount equal to (i) the difference between (A) the product of
Hoosier Park's trailing twelve month EBITDA (determined according to generally
accepted accounting principles, consistently applied) multiplied by six; less
(B) the amount of Hoosier Park's debt (other than accounts payable incurred in
the ordinary course of business); multiplied by Seller's then percentage
partnership interest in Hoosier Park (e.g. (((EBITDA x 6) - Debt) x %
interest)). The Selling Parties may only exercise the Put Right by delivering
written notice of their intention to do so to Buyer within such one hundred
eighty day period. The consummation of such sale shall be conditioned upon
receipt of all necessary regulatory approvals and consents, including, without
limitation, the approval and consent of the IHRC.

              (b)    The parties shall use commercially reasonable efforts to
agree on the purchase price for Put Right, based on the above formula, within
thirty days of the date on which the Selling Parties exercise the Put Right. If
they are unable to do so each of the Selling Parties on the one hand, and Buyer
on the other hand, shall (within thirty days from the date such initial thirty
day period expires) each engage an independent accounting firm of national
recognition to calculate the purchase price based on the above formula, which
calculation shall be completed within fifteen days of the date on which such
accounting firm is engaged. In the event that the lower calculation is not less
than ninety percent (90%) of the higher calculation, the average of the two
calculations shall be the purchase price. If the lower calculation is less than
ninety percent (90%) of the higher calculation, the two accounting firms shall
jointly (and within thirty days of the date on which the last calculation is
made) engage a third independent accounting firm who shall be similarly
qualified and who shall calculate the purchase price based on the above formula
within fifteen days of the date it is engaged. In the event a third accounting
firm is obtained, the purchase price shall be the average of the two closest
calculations. All parties shall forthwith deliver to each of accounting firms
all documents and information requested and, even if not requested, necessary or
helpful in making a calculation of the purchase price. The Selling Parties shall
pay the cost of the accounting firm engaged by them and one-half of the cost of
the third accounting firm (if engaged) and Buyer shall pay the cost of the
accounting firm engaged by it and one-half of the cost of the third accounting
firm (if engaged).

              (c)    If Buyer fails or refuses to consummate the transactions
contemplated by the Put Right after the Selling Parties properly and timely
exercise the Put Right, the parties agree that Hoosier Park shall be sold (by
asset sale, merger, sale of equity interests, or otherwise) to the highest and
best bidder; provided, however, that such sale shall be subject to Hoosier Park
obtaining an opinion from a financial institution of national reputation
("Financial Institution") that the consideration to be received and terms of
such transaction are fair to the selling parties. Within ten days of the date
Buyer notifies the Selling Parties of its intention not to consummate the Put
Right (the "Trigger Date"), the partner controlling the sale (as determined

                                       47

<page>
below) shall take all necessary steps to solicit independent purchasers of
Hoosier Park, or all of its assets, which may include engaging brokers, finders
and/or investment bankers to market Hoosier Park, and to cause Hoosier Park to
be sold to the highest and best bidder in one or more transactions to be
consummated within twelve months of the Trigger Date. All costs associated with
the sale of Hoosier Park shall be borne by Hoosier Park. For purposes of this
Section 9.5(c), the "highest and best bidder" shall be deemed to be the bidder
that presents a bona fide written offer to acquire Hoosier Park, pursuant to a
tender or exchange offer, a merger, consolidation or other business combination
or a sale of all or substantially all of assets of Hoosier Park on terms which
the partner controlling the sale determines in its good faith reasonable
judgment (based on the advice of independent financial advisors) to be more
favorable than the offer or offers provided by any other person or entity,
provided that in making such determination the partner controlling the sale
considers the likelihood that such bidder is able to consummate such proposed
transaction. In the event that such sale is not consummated because Hoosier Park
is unable to obtain a fairness opinion from a Financial Institution, then the
parties have no further rights or obligations under this Section 9.5(c) and
Hoosier Park shall not be sold. If Hoosier Park is not so sold, the parties
shall immediately have the rights described in Section 9.6 below. Each party
shall execute such agreements and assignments and provide such customary
representations, warranties, indemnities and covenants as the highest and best
bidder may reasonably request to document and effect a sale and purchase of
Hoosier Park as contemplated by this Section 9.5(c). It is expressly agreed that
any partner of Hoosier Park may make one or more bids to purchase Hoosier Park,
or its assets; provided, however, that such partner must (if it desires to be a
bidder) notify the remaining partners of its intention to be a bidder before
bids are solicited from third parties and if a partner so notifies the other
partner, the other partner shall from and after the date of such notice (a)
control the process to cause Hoosier Park, or its assets, to be sold, and (b)
determine (based upon the criteria described above) the identity of the highest
and best bidder. In the absence of such notice, no partner may bid and the
general partner shall control the sale.

    9.6       Shootout.  Subject to Regulatory  Approval,  but  notwithstanding
anything to the contrary contained in the Partnership Agreement, and in addition
to the rights provided therein:

              (a)    If Buyer closes on the First Option but fails to close on
the Second Option or if Hoosier Park is not sold for the reason set forth in
Section 9.5(c), either Seller or Buyer shall have the right to offer to either
(i) sell the entire interest it then owns as a partner in Hoosier Park,
including its rights, if any, under the Participation Agreement, Existing
Management Agreement, the New Management Agreement, and any related or similar
agreements, to the other for an amount equal to the result of (A) the total
value of Hoosier Park as a going concern (which shall include the value of all
equity, the value of the Loan and the value of any other agreements, including
the management agreements), as determined by the offering party (the "Total
Enterprise Value") multiplied by (B) the percentage interest the offering party
then owns as a partner in Hoosier Park (the "Offered Sales Price"), or (ii)
purchase the entire interest the other party then owns as a partner in Hoosier
Park for an amount equal to the result of (A) the Total Enterprise Value
multiplied by (B) the percentage interest the other party then owns as a partner
in Hoosier Park (the "Offered Purchase Price") (such right to either purchase or
sell, the "Shootout Right"). If the offering party so desires to exercise its
Shootout Right, it shall do so by written notice (the "Shootout Notice"). A
Shootout Notice may only be delivered between June 1 and August 31 during any

                                       48

<page>
calendar year. The non-offering party shall then be obligated to either sell its
partnership interest for the Offered Purchase Price, or purchase the offering
party's partnership interest for the Offered Sales Price. The non-offering party
shall have sixty (60) days from delivery of the Shootout Notice (the "Shootout
Period") to notify the offering party as to whether it will sell its partnership
interest or purchase the offering party's partnership interest. If the
non-offering party fails to respond to the Shootout Notice during the Shootout
Period, the non-offering party shall be deemed to have elected to sell its
partnership interest as set forth above. The closing date for a purchase
pursuant to this Section 9.6 shall be within thirty days of the date the last
required Regulatory Approval necessary for the consummation of the purchase is
obtained.

              (b)    Upon expiration of the Shootout Period, the parties shall
be obligated to sell or purchase their respective interests as hereinabove
provided in Section 9.6(a), on the terms and conditions set forth herein
relating to the sale of the Transferred Partnership Interest, subject to the
provisions of Section 1.6 above.

    9.7       Additional Interests Acquired. Any sale of the partnership
interestin Hoosier Park of Seller or Buyer pursuant to exercise of the First
Option or econd Option or pursuant to Section 9.5 or Section 9.6 shall include
the sale of such party's (and its Affiliates') rights under the Loan, the
Existing Management Agreement, and the New Management Agreement, if any. The
allocation of the price shall be allocated as set forth in Section 2.4 above
such that the price shall first be allocated to the principal amount of the
Loan, if any, being acquired, plus accrued and unpaid interest, and second shall
be allocated to the partnership interest and other rights acquired by Buyer.

    9.8       Acquisition of the Conseco Interest. The Selling Parties
acknowledge that on or before the Closing, Buyer may acquire (by purchase, stock
purchase, merger, consolidation, share exchange, or otherwise) the Conseco
Interest. Seller hereby waives any and all rights of first refusal it may have
under the Partnership Agreement if Buyer seeks to so acquire such interest of
Conseco, and CDMC gives any and all consents required under the Financial
Advisory Agreement, the Conseco Participation Agreement, and the Conseco Pledge
Agreement between CDMC and Conseco dated May 31, 1996 (the "Conseco Pledge
Agreement") necessary to cause the Financial Advisory Agreement and Conseco
Participation Agreement to be assigned to Buyer and to otherwise permit transfer
of the Conseco Interest to Buyer. At the closing of the acquisition of the
Conseco Interest by Buyer, (a) the Conseco Pledge Agreement shall be terminated
and the Pegasus Pledge Agreement between Buyer's predecessor in interest,
Pegasus Group, Inc., and CDMC dated August 30,1994, as amended ("the "Pegasus
Pledge Agreement"), shall be amended and restated to reflect a pledge by Buyer
with respect to all of its then existing partnership interests in Hoosier Park,
and (b) the Selling Parties shall fully and completely release and discharge
Conseco from any further obligations under the Partnership Agreement, the
Financial Advisory Agreement, and the Conseco Participation Agreement. After the
assignment of the Financial Advisory Agreement and the Conseco Participation
Agreement to Buyer, such agreements shall be construed so as to substitute Buyer
for Conseco in each reference to Conseco therein.

    9.9       Financial Advisory Agreement. If Buyer acquires Conseco's rights
under the Financial Advisory Agreement, from and after the Closing of the

                                       49

<page>
transaction described in Section 1.1, Buyer shall be entitled to the payment of
fees otherwise payable to Conseco under the Financial Advisory Agreement during
the entire term of the Existing Management Agreement, notwithstanding Section 4
of the Financial Advisory Agreement terminating the Financial Advisory Agreement
in the event the Loan is repaid. Further, notwithstanding the last paragraph of
Section 2(a) of the Financial Advisory Agreement, Buyer's right to determine the
location of the fourth satellite wagering facility in Indiana shall be subject
to approval by Seller.

    9.10      Additional Consents. If the options previously granted to Kenneth
Cragen and Michael Phillips for the purchase of a portion of Buyer's partnership
interest in Hoosier Park are exercised, the Selling Parties hereby consent to
such exercise and waive any and all rights of first refusal, co-sale or similar
or other rights they have or may have with respect thereto under the Partnership
Agreement; provided, that such consent and waiver are subject to the Closing and
to the Selling Parties conducting a due diligence investigation of Kenneth
Cragen and Michael Phillips, the results of which shall be satisfactory to the
Selling Parties in their sole discretion (such investigation shall be completed
within thirty (30) days of the date of this Agreement); and provided, further,
that the exercise of such options are subject to obtaining the necessary
Regulatory Approvals. In addition, and subject to the Closing, Seller waives any
and all rights of first refusal, co-sale or similar or other rights it has or
may have under the Partnership Agreement if Buyer reacquires any partnership
interest issued to Kenneth Cragen and/or Michael Phillips pursuant to the
exercise of their options. The Selling Parties further hereby acknowledge their
prior consent to and ratify and approve the prior transfer of the interest of
Centaur, Inc. as a partner in Hoosier Park to Buyer including, without
limitation, the Pegasus Pledge Agreement.

    9.11      Simulcasting Rights. The parties agree that from the date of the
consummation of a transaction under Sections 9.5 or 9.6 above, they will each
negotiate for making available Churchill Downs simulcast signals to Hoosier Park
on commercially reasonable terms for a five (5) year period.

    9.12      Disclosures. From the Closing and for so long as the rights set
forth in Section 9.5 and Section 9.6 above are in existence, the Selling Parties
will deliver or cause to be delivered to Buyer, the following statements:

              (a)    Within twenty (20) days after the end of each calendar
month (except the last month of the year), a detailed balance sheet, profit and
loss statement, and cash flow statement showing the results of operation of
Hoosier Park for such month and the year to date, with a comparison to the then
current Annual Plan (as defined in the Management Agreement) and the same
period(s) in the prior year and figures for handle and attendance at Hoosier
Park;

              (b)    Within forty-five (45) days after the end of each calendar
quarter (except the last calendar quarter of the year), a detailed balance
sheet, profit and loss statement, and cash flow statement showing the results of
operation of Hoosier Park for such quarter and the year to date, with a
comparison to the then current Annual Plan and the same period(s) in the prior
year, and a narrative explanation for those items which vary ten percent (10%)
or more from the Annual Plan, to the extent that ten percent (10%) is in excess
of $100,000; and


                                       50

<page>
              (c)    Within ninety (90) days after the end of each year, a
balance sheet, together with a comparison to the previous year, a related
statement of profit and loss and a cash flow statement, together with a
comparison to the previous year, and having annexed thereto a computation in
reasonable detail of the management fees (payable pursuant to the Management
Agreement) for such year.

    9.13      Board Participation; General Partner. Provided that Buyer acquires
the Conseco Interest, from and after the Closing of the transaction described in
Section 1.1, Buyer shall be entitled to designate two (2) people to the Board of
Directors of Seller during the time extending from the date of closing of the
Conseco Interest to as long as the Put Right or the Shootout Right exist. Buyer
shall become the general partner of Hoosier Park upon the date it acquires
fifty-one percent (51%) or more of the partnership interests in Hoosier Park.

    9.14      Due Diligence. Buyer shall have the right to conduct a reasonable
due diligence investigation incident to determining whether to purchase the
interest to be sold under the Put Right and/or incident to determining whether
to initiate the Shootout Right or in responding to a shootout initiated by one
of the Selling Parties in the same manner and subject to the time periods
described in Section 6.3 above.

    9.15      New Management Agreement. Subject to the Closing, if at any time
it is anticipated that gaming activities other than and in addition to
pari-mutuel horse wagering ("Alternative Gaming") will be permitted to occur at
Hoosier Park's facilities under applicable law, the parties shall cause Hoosier
Park to enter into a management agreement (the "New Management Agreement") with
Centaur and CDMC as co-managers (CDMC to be the lead manager while Seller is the
general partner, and Buyer to be the lead manager when Buyer is the general
partner) to manage Alternative Gaming. Management fees under the New Management
Agreement shall be determined by the parties but shall be between 10% and 12% of
Hoosier Park's EBITDA from Alternative Gaming (determined according to generally
accepted accounting principles, consistently applied). The management fees under
the New Management Agreement shall be paid as follows:

              (a)    During periods in which CDMC is the lead manager, the
first $1.2 million in annual fees shall be split $600,000 to CDMC and $600,000
to Buyer;

              (b)   During periods in which Buyer is the lead manager, the
first $1.2 million in annual fees shall be split $900,000 to Buyer and $300,000
to CDMC; and

              (c)    All fees above $1.2 million annually will be split between
CDMC and Buyer pro-rata, based upon the percentage partnership interests of
Seller and Buyer, respectively.

The parties agree to subordinate their rights to receive the amounts described
in Section 9.15(c) above to senior debt of Hoosier Park. The parties agree to
use commercially reasonable efforts to (i) draft a New Management Agreement

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<page>
before the Closing, and (ii) cause Hoosier Park to finance the construction of
Alternative Gaming facilities. The New Management Agreement will contain, at a
minimum, the terms described above as well as the following terms:

              (x)    The lead manager will have the sole and exclusive right to
supervise and direct the management and operation of Alternative Gaming and will
provide all services necessary in connection with the development, location,
licensing, design, construction and planning for the Alternative Gaming
facilities; provided, however, that the non-lead manager must consent to (i) the
initial lay-out, type and design of the Alternative Gaming facilities,
including, without limitation, the type and models of equipment to be used with
respect thereto, (ii) the identity of the on-site general manager, and (iii) all
construction, capital and operating budgets relating the Alternative Gaming
facilities and their operations; and

              (y)    The lead manager will operate the Alternative Gaming
facilities in compliance with law, to the best of its abilities and in a manner
necessary for such Alternative Gaming facilities to meet all statutory and
regulatory requirements. The non-lead manager will not interfere with the rights
of the lead manager to manage day-to-day Alternative Gaming subject to the
rights of the non-lead manager in Section 9.15(x) above.

The terms of this Section 9.15, as well as the terms of the New Management
Agreement, shall be subject to all necessary regulatory approvals and consents.

    9.16      Issuance Transaction. Notwithstanding anything to the contrary set
forth in the Partnership Agreement, from and after the Closing of the
transaction described in Section 1.1, without the written consent of all 20%
partners (a) no new partners shall be admitted to Hoosier Park and (b) there
shall be no capital calls with respect to Hoosier Park.

    9.17      Sale Transaction. From and after the Closing of the transaction
described in Section 1.1, Seller may not sell any of its partnership interests
in Hoosier Park to a party other than Buyer until the Second Option has expired
or does not become effective.

    9.18      Existing  Management Agreement. The  Existing Management Agreement
shall  remain in full  force and effect in accordance with its existing terms.

    9.19      Additional Partnership Provisions. In addition to the matters
described in Section 7.8(a) of Hoosier Park's partnership agreement, the
following matters shall, from and after the Closing, require the written consent
of each of the 20% Limited Partners (as defined in such partnership agreement):

              (a)    Adopting or approving any business plans for Hoosier Park;

              (b)    Adopting or approving the annual operating and capital
budgets of Hoosier Park, provided that such consent shall not be unreasonably
withheld, and provided, further that Hoosier Park shall be permitted to continue
operations during any dispute over any such budget;

              (c)    The sale, exchange,  transfer,  pledge, mortgage,



<page>                                     52
hypothecation or other disposition of all or substantially all of the assets of
Hoosier Park;

              (d)    The acquisition of any real property and improvements
thereto by Hoosier Park (it being agreed that the acquisition of any real
property, wherever located, is not and shall not be deemed to be an opportunity
of Hoosier Park or part of the Partnership Business, as defined in such
partnership agreement), other than acquisitions included in the operating or
capital budgets of Hoosier Park approved according to Section 9.19 (b) above, in
excess of $10,000 in the aggregate in any fiscal year of Hoosier Park;

              (e)    The  redemption  by Hoosier  Park of all or any  portion of
any  partner's  interest in Hoosier Park, except in accordance with such
partnership agreement;

              (f)    The expenditure by Hoosier Park of, or Hoosier Park's
incurring any obligation to expend, other than expenditures included in the
operating or capital budgets of Hoosier Park approved according to Section
9.19(b) above, an amount in the aggregate in any fiscal year in excess of
$100,000;

              (g)    Initiating  or making an agreement to settle any material
litigation  to which Hoosier Park is a party;

              (h)    Confessing any judgment against Hoosier Park;

              (i)    Consenting to any receiver of Hoosier Park's assets;

              (j)    Changing the strategic plan or direction of Hoosier Park,
including, without limitation, the decision to enter into a new business or
business ventures or to launch new products; and

              (k)    Causing Hoosier Park to enter into any merger,
consolidation, joint venture or similar transaction with any third party.


                                    ARTICLE X
                                  MISCELLANEOUS

    10.1      Confidentiality; Press Release.

              (a)    Prior to Closing, and for four (4) years thereafter, each
party hereto shall treat in confidence, and not disclose without the prior
consent of the other parties hereto, all documents, materials and other
information which it shall have obtained regarding the other party during the
course of the negotiations leading to the consummation of the transactions
contemplated hereby (whether obtained before or after the date of this
Agreement), the investigation provided for herein and the preparation of this

                                       53

<page>
Agreement and other related documents, except for disclosure required by law, or
in connection with any lawsuit between or involving the parties or any party
hereto. The obligation of each party to treat such documents, materials and
other information in confidence shall not apply to any information which (a)
such party can demonstrate was already lawfully in its possession prior to the
disclosure thereof by the other party, (b) is known to the public and did not
become so known through any violation of a legal obligation, or (c) became known
to the public through no fault of such party. Upon termination of this Agreement
in accordance with Section 10.11 hereof, each party shall promptly return to the
other parties hereto all of the confidential documents, materials and other
information it has obtained from such other parties. The obligations imposed by
the immediately preceding sentence shall survive any termination of this
Agreement pursuant to Section 10.11.

              (b)    No party to this Agreement shall issue any press release
or make any public announcement relating to the subject matter of this Agreement
prior to the Closing without the prior written approval of all of the other
parties hereto, except as otherwise required by Law or the rules or regulations
of NASDAQ.

              (c)    Notwithstanding the foregoing, any party may make such
disclosures as are required by law, rule or regulation and disclosures required
to be made to regulatory and governmental agencies and bodies, including,
without limitation, the IHRC, after prior consultation with the other parties.

    10.2      Notices. All notices, requests, consents and other communications
hereunder ("Notice") shall be in writing and shall be deemed to have been given
(a) if mailed, the date of receipt of such Notice when sent via first class
United States registered mail, return receipt requested, postage prepaid to the
address listed below for the party to whom the Notice is being sent ("Notice
Party"); (b) if hand delivered or delivered by courier, upon actual delivery of
such Notice to the Notice Party at the address listed below for such Notice
Party; or (c) if sent by facsimile, on the first business day after the date of
the sender's receipt of a confirmed transmission of such Notice to the Notice
Party at the facsimile number, if any, listed below for such Notice Party
provided the party giving such Notice mails a copy of such Notice within two
days after the transmission of such Notice by facsimile to the Notice Party. The
addresses and facsimile numbers for each party to this Agreement, as of the date
hereof, are:

    If to any of the                   Churchill Downs Incorporated
    Selling Parties:                   Attn: Rebecca C. Reed
                                       700 Central Avenue
                                       Louisville, KY  40208
                                       Facsimile No. 502/636-4439

    With a copy to:                    Wyatt, Tarrant & Combs, LLP
                                       Attn:  Robert A. Heath
                                       2800 PNC Plaza
                                       500 W. Jefferson
                                       Louisville, KY  40202-2898
                                       Facsimile No. 502/589-0309


                                       54
<PAGE>



    If to Buyer:                       Centaur Racing, LLC
                                       Attn: Jeffery M. Smith
                                       10 West Market, Suite 200
                                       Indianapolis, IN 46204
                                       Facsimile No. 317/656-8780

    With a copy to:                    Sommer & Barnard, P.C.
                                       Attn: Ralph A. Caruso II
                                       111 Monument Cir., Suite 4000
                                       P. O. Box 44363
                                       Indianapolis, IN  46244

                                           Facsimile No. 317/236-9802

Any party may change its address or facsimile number by providing written
notice, in accordance with the foregoing provisions of this Section 10.2, to
each other party of such change.

    10.3      Expenses.

              (a)    Each party hereto will pay all costs, fees and expenses
incident to its negotiation and preparation of this Agreement and to its
performance and compliance with all agreements contained herein on its part to
be performed, including the fees, expenses and disbursements of its respective
counsel and accountants.

              (b)    In any legal action between the parties arising out of or
related to this Agreement, the prevailing party shall be entitled to recover its
costs and expenses, including reasonable accounting and legal fees.

              (c)    Any expenses incurred in obtaining the approval of the
IHRC required under this Agreement shall be split equally between Buyer and
Seller.

    10.4      Governing  Law. This Agreement shall be governed by and  construed
in accordance  with the laws of the State of Indiana, without regard to such
jurisdiction's conflict of laws principles.

    10.5      Partial Invalidity. In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.

    10.6      Assignment. None of the Selling Parties may assign this Agreement,
or any rights hereunder, to any other party without the prior written consent of
Buyer. A Selling Party may, however, assign this Agreement to one of its
wholly-owned subsidiaries or to a wholly-owned subsidiary of Churchill Downs
Incorporated. Buyer may assign its rights hereunder to a majority-owned

                                       55

<page>
Affiliate of Buyer, provided, however, that Buyer shall not make any such
assignment of its rights without having given Seller written notice of the
proposed assignment, which notice shall identify the beneficial owners of such
Affiliate (the "Assignment Notice"). For a period of thirty (30) days after the
giving of the Assignment Notice, Seller shall be entitled to give Buyer written
notice of rejection of such proposed Affiliate (the "Rejection Notice") if
Seller, upon the advice of legal counsel and in its reasonable, good faith
judgment, believes that the assignment to such proposed Affiliate would
jeopardize Hoosier Park's continuing ability to conduct (or is materially
injurious to) its business because of the identity of one or more of such
beneficial owners, which Rejection Notice shall specify the beneficial owner or
owners of such Affiliate to whom Seller takes exception. Buyer may thereafter
assign its rights hereunder to such Affiliate of Buyer if such beneficial owner
or owners to whom Seller has taken exception no longer hold a beneficial
ownership interest in such Affiliate. Seller hereby also agrees that Buyer may
assign its rights to the current partnership interest in Hoosier Park owned by
Buyer to a majority-owned Affiliate of Buyer on the terms set forth in this
Section 10.6 above, and Seller waives any and all right Seller may have to
acquire such partnership interest under the Partnership Agreement, along with
any co-sale or rights of first refusal of Seller. Notwithstanding anything else
to the contrary herein contained, if any party hereto makes an assignment
pursuant to this Section 10.6, it shall not be released from any of its
obligations under this Agreement.

    10.7      Successors and Assigns. Subject to the provisions of Section 10.6
above, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

    10.8      Execution in Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be considered an original counterpart,
and all of which shall be considered to be but one agreement and shall become a
binding agreement when each party shall have executed one counterpart and
delivered it to the other party hereto.

    10.9      Titles and Headings; Rules of Construction. Titles and headings to
sections herein are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement. Whenever the context so requires the use of or reference to any
gender includes the masculine, feminine and neuter genders; and all terms used
in the singular shall have comparable meanings when used in the plural and vice
versa.

    10.10     Entire Agreement; Amendments and Waivers. This Agreement contains
the entire understanding of the parties hereto with regard to the subject matter
contained in this Agreement and supersedes all prior agreements or
understandings of the parties, including, without limitation, the Partnership
Interest Purchase Agreement by and among the parties hereto dated as of February
16, 2000, and all other documents, instruments and agreements executed in
connection therewith, all of which are terminated and of no further force or
effect and with respect to which no party hereto has any further liability. The
parties, by mutual agreement in writing, may amend, modify and supplement this
Agreement. The failure of any party to this Agreement to enforce at any time any
provision of this Agreement shall not be construed to be a waiver of such

                                       56

<page>
provision, nor in any way to affect the validity of this Agreement or any part
hereof or the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.

    10.11     Termination. This Agreement shall terminate and shall be of no
further force or effect (a) upon mutual written agreement of the parties hereto,
or (b) upon notice given by any party which is not in breach of this Agreement
to the other party hereto in the event the Closing has not occurred on or before
December 27, 2001; provided, however, that if the Closing has not occurred prior
to such date due to delays in acquiring any of the Regulatory Approvals and the
party responsible for acquiring such approvals is diligently pursuing the same,
this Agreement may not be so terminated and the Closing Date shall be extended
until January 4, 2002, so long as such party continues to diligently pursue
their acquisition; provided, further that if the Closing has not occurred on or
before January 4, 2002, this Agreement shall terminate and be of no further
force or effect immediately upon notice given by any party hereto. Except for
the provisions of Sections 9.1, 10.1 and 10.3 of this Agreement, upon
termination of this Agreement, this Agreement shall be of no further force or
effect. No termination of this Agreement shall release, or be construed as
releasing, any party from any liability to any other party which may have arisen
for any reason. A party's right to terminate this Agreement is in addition to,
and not in lieu of, any other rights or remedies which such party may have.

    10.12     No Third Party Beneficiaries.  This Agreement will not confer any
rights or remedies upon any person other than the parties and their respective
heirs, successors and permitted assigns, as applicable.

    10.13     Definitions.  For purposes of this Agreement:

              (a)    "Affiliate" means, with respect to any person or entity,
any person or entity that controls, is controlled by or is under common control
with such person or entity. A person or entity shall be presumed to have control
when it possesses the power, directly or indirectly, to direct, or cause the
direction of, the management or policies of another person or entity, whether
through ownership of voting securities, by contract, or otherwise.
Notwithstanding the foregoing, Affiliate shall not include individuals who are
(A) independent directors of CDMC, or (B) independent directors or shareholders
of Churchill Downs Incorporated, a Kentucky corporation.

             (b)     "Government" shall mean (or in the case of "Governmental")
shall refer to:

                     (i)    the government of the United States of America;

                     (ii)   the  government  of any state, county, municipality,
city,  town or district of the United States of America; and

                     (iii)  any ministry,  agency,  department,  authority,
commission, administration, corporation, court, magistrate, tribunal,
arbitrator, instrumentality or political subdivision of, or within the
geographical jurisdiction of, any government described in the foregoing
subparagraphs (A) and (B).


                                       57


              (c)    "Law" shall mean any of the following of, or issued by,
any Government or Governmental agency: any statute, law, act, ordinance, code,
rule or regulation or any license, permit, authorization or approval, or any
injunction, award, decree, judgment or order.



                            [signature page follows]

                                       58

<PAGE>



    IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.

"SELLER"                                      "BUYER"

Anderson Park, Inc.                           Centaur Racing, LLC

By:_____________________________              By: Centaur, Inc., its sole member
Printed: _______________________              and manager
Title: _________________________
                                              By: _________________________
"CDMC"                                        Jeffrey M. Smith, President

Churchill Downs Management Company
By: ____________________________
Printed: _______________________
Title: _________________________

Centaur, Inc. hereby absolutely and unconditionally guarantees the due, prompt
and punctual performance of Buyer's obligations under this Agreement, including,
without limitation, the full payment of the Purchase Price under Sections 2.1
and 2.2 of this Agreement, including any reasonable attorneys' fees and the
reasonable costs and expenses incurred by the Selling Parties directly relating
to the enforcement of this guaranty or Buyer's obligations under this Agreement,
including the payment of the Purchase Price (collectively, the "Obligations").
The Selling Parties shall have the right of immediate recourse against Centaur,
Inc. for full and immediate payment or performance of the Obligations at any
time after the Obligations, or any part thereof, have not been paid or performed
when owed or due. This is a guaranty of payment, not of collection, and Centaur,
Inc. therefore agrees and acknowledges that the Selling Parties shall not be
obligated to take any action against Buyer prior to seeking recourse against and
receiving payment from Centaur, Inc. Centaur, Inc. unconditionally and
irrevocably waives each and every defense which, under principles of guaranty or
suretyship law, would operate to impair or diminish the liability of Centaur,
Inc. hereunder. Centaur, Inc. unconditionally waives: [i] any subrogation to the
rights of the Selling Parties against Buyer, until all of the Obligations have
been satisfied in full; and [ii] any acceptance of this guaranty.
Notwithstanding the foregoing, Centaur, Inc. shall have no liability or
obligation under this guaranty if Buyer fails or refuses to pay or perform any
of the Obligations as a result of the failure of any of the conditions precedent
to Buyer's obligations described in this Agreement above not waived by Buyer.

Centaur, Inc.

By: ______________________
      Jeffrey M. Smith, President

                                       59

Source: OneCLE Business Contracts.