SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 28, 1999

                            PENN NATIONAL GAMING, INC
             (Exact name of Registrant as specified in its charter)

                                  Pennsylvania
         (State or other jurisdiction of incorporation or organization)

                               0-24206 23-2234473
          (Commission File Number) (I.R.S. Employer Identification No.)


                  825 BERKSHIRE BLVD, SUITE 200, WYOMISSING, PA
                  19610 (Address of principal executive offices
                               including Zip code)

                                  610-373-2400
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address, if changed since last report)







Item 5.  Other Events

GENERAL

         On January 28, 1999, pursuant to a First Amendment to an Asset Purchase
Agreement,  by,  between and among  Greenwood  New Jersey,  Inc.  ("Greenwood"),
International  Thoroughbred  Breeders,  Inc.,  Garden  State Race  Track,  Inc.,
Freehold Racing Association,  Atlantic City Harness,  Inc. and Circa 1850, Inc.,
the original parties to an Asset Purchase  Agreement  entered into as of July 2,
1998, and Penn National Gaming, Inc. ("Penn") (the "Agreement"), and pursuant to
which Penn entered into a joint venture ("Joint Venture"),  Penn, along with its
Joint Venture partner, Greenwood agreed to purchase certain assets of the Garden
State  Race  Track  and  Freehold  Raceway,  both  located  in New  Jersey  (the
"Acquisition").

BASIC TERMS OF THE ACQUISITION

         The purchase  price for the  Acquisition is  approximately  $46,000,000
(subject  to  reduction  of  up  to  approximately  $1,000,000  based  upon  the
resolution  of certain  disputed  items,  for which  amounts have been placed in
escrow).  The purchase price will consist of $23,000,000 in cash and $23,000,000
pursuant  to two  deferred  purchase  price  promissory  notes in the  amount of
$22,000,000 and $1,000,000,  each. Penn is responsible for approximately 50% for
the  purchase  price.  The parties to the Joint  Venture  are also  contingently
liable to the sellers in an amount of an  additional  $10,000,000,  if the Joint
Venture receives approvals for off-track betting or phone betting.

THE JOINT VENTURE

         Greenwood  and Penn entered into the Joint Venture on January 28, 1999,
whereby the parties to the Joint Venture will  effectuate the  Acquisition.  The
Joint Venture is contingent upon, among other things,  Penn obtaining  approvals
necessary to effect the Joint Venture,  which  approvals  include:  (i) full and
complete New Jersey regulatory  approval  (including but not limited to approval
of the New Jersey Racing  Commission),  (ii) Hart Scott Rodino  compliance;  and
(iii) the written consent of a majority of the holders of its $80 Million Senior
Notes issued  December 17, 1997 to any necessary  modification  to the Indenture
dated  December 12, 1997 to permit  Penn's  investment in the Joint Venture (the
"Penn  Approvals").  At the initial  closing of the  Acquisition  on January 28,
1999,  Penn  loaned  FR  Park  Racing,  LP,  a New  Jersey  limited  partnership
("FRPRLP") $11,250,000, which is secured by certain assets. After obtaining
the above  Approvals,  Penn will invest an additional $11,750,000 into the Joint
Venture with a portion of this amount being treated as capital and the balance 
as debt.  Penn will have  approximately 50% interest in the Joint Venture.

CERTAIN RELATED AGREEMENTS

         The Joint Venture will enter into various  agreements  with respect to
the operation of the racing facilities.

ACCOUNTING TREATMENT

         The  acquisition  of  its  interests  in  the  Joint  Venture will be
accounted  for  under  the  purchase  method  of accounting.









                                                         2






Item 7.  Financial Statements and Exhibits

(c) Exhibits

Exhibit No.                Description

2.1                        First Amendment to Asset Purchase  Agreement dated as
                           of  January  28,  1999  by and  among  Greenwood  New
                           Jersey, Inc.,  International  Thoroughbred  Breeders,
                           Inc., Garden State Race Track, Inc.,  Freehold Racing
                           Association,  Atlantic City Harness Inc., Circa 1850,
                           Inc., and Penn national Gaming, Inc.

2.2                        First Amendment to Joint Venture Agreement dated as
                           of  January 28, 1999, by and between Greenwood New
                           Jersey,  Inc., and Penn National Gaming, Inc. (^)


(^) Penn will upon request provide the Commission with copies of any schedule or
exhibits to this agreement.


























                                                         3






                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            PENN NATIONAL GAMING, INC

February 12, 1999                  By:_/s/Robert S. Ippolito________________
Date                               Robert S. Ippolito, Chief Financial Officer





































                                                         4





                                  Exhibit Index

Exhibit No.                Description

2.1                        First Amendment to Asset Purchase  Agreement dated as
                           of  January  28,  1999  by and  among  Greenwood  New
                           Jersey, Inc.,  International  Thoroughbred  Breeders,
                           Inc., Garden State Race Track, Inc.,  Freehold Racing
                           Association,  Atlantic City Harness Inc., Circa 1850,
                           Inc., and Penn national Gaming, Inc.

2.2                        First Amendment to Joint Venture Agreement dated as
                           of  January 28, 1999, by and between Greenwood New
                           Jersey,  Inc., and Penn National Gaming, Inc. (^)


(^) Penn will upon request provide the Commission with copies of any schedule or
exhibits to this agreement.



























                                                         5

Exhibit No. 2.1

                               FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT

         This First  Amendment to Asset  Purchase  Agreement is made and entered
into as of the 28th day of January,  1999,  by, between and among the parties to
an Asset Purchase  Agreement entered into as of July 2, 1998 (the  AAgreement@),
and Penn National Gaming, Inc. (APenn@).  Defined terms in this First Amendment,
except as  specifically  defined  herein,  shall have the same meaning as in the
Agreement.  Buyer,  ITB,  Sellers  and Penn  have  executed  a Fourth  Extension
Agreement extending the Closing Date to January 28, 1999.

         The parties  have agreed to certain  modifications  to the terms of the
transactions.

         NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:

1.       Adjustments to Purchase Price.

(1) Cash Portion of the Purchase  Price.  The Cash Portion of the Purchase Price
set  forth in  Subsection  6(a)(i)  of the  Agreement  is  hereby  amended  from
Thirty-Three  Million  Dollars  ($33,000,000)  to  Twenty-Three  Million Dollars
($23,000,000).  In  connection  with this change,  the amount of Buyer=s  Senior
Financing  referred to in Subsection  6(a)(vii) shall be the original  principal
amount of Thirty-Three Million Dollars ($33,000,000).

(2)  Deferred  Purchase  Price  Notes.  In lieu of Buyer=s  delivery  of the $12
Million  Note as called  for by  Subsection  6(a)(ii),  Buyer will  deliver  two
promissory notes with an aggregate original principal amount of $23 Million. The
notes shall be in the original  principal amounts of $22 Million and $1 Million,
and in the form of  Exhibits A and B attached  hereto  (the  ADeferred  Purchase
Price  Notes@).  The $22  Million  Deferred  Purchase  Price  Note has been made
payable  to CSFB at ITB  and  Sellers  direction  and is on  account  of ITB and
Sellers  obligations to CSFB. In consideration of Buyer=s issuance of this Note,
CSFB will  credit ITB and  Sellers in an amount  agreed to among  CSFB,  ITB and
Sellers.  The $22  Million  Deferred  Purchase  Price  Note  shall be secured as
provided  in the  Deferred  Purchase  Price  Mortgage  in the form of  Exhibit C
attached hereto.

(3) Escrow Agreement.  The principal payment of the $1 Million Deferred Purchase
Price  Note  shall be  directly  deposited  by  Buyer  into  escrow  and held in
accordance  with the  terms of an  Escrow  Agreement  substantially  in the form
attached as Exhibit D to this First Amendment to Asset Purchase Agreement.

(4)      10 Acre Parcel.
                                                         6






(1) Acquisition of 10 Acre Parcel. Any additional purchase price for the 10 Acre
Parcel is eliminated, in consideration of the acceleration of the payment of the
Purchase  Price as set forth above.  The 10 Acre Parcel will be  transferred  to
Buyer  within  thirty  (30) days after the  payment  of the $1 Million  Deferred
Purchase  Price  Note and the  obtaining  of  subdivision  and  other  approvals
required  for the  conveyance  of the 10 Acre Parcel ,  whichever  is later.  To
facilitate  the obtaining of  approvals,  at the Closing GSRT will provide GRI=s
operating  entity,  GS Park Racing, LP (AGSPRLP@) with a Power of Attorney which
will  permit  GSPRLP to pursue  the  approvals  in the name of GRST and  GSPRLP;
provided,  however,  GSPRLP may not use the Power of Attorney in a manner  which
will create any burden  upon the real estate  owned by GSRT which is not part of
the 10 Acre Parcel, without GSRT consent, which consent will not be unreasonably
withheld;  and further  provided,  however,  the  provisions  of a Memorandum of
Conveyance  Obligation  between  GSPRLP and GSRT shall apply to the obtaining of
the  approvals  for the 10 Acre  Parcel.  A site  plan of the 10 Acre  Parcel is
attached as Exhibit E-1 hereto.  In  addition,  the 10 Acre Parcel will  benefit
from an easement to permit the use of the  existing  access to and from Route 70
to be available to the 10 Acre Parcel,  and no separate  access to Route 70 will
be provided  for the 10 Acre  Parcel.  The terms of the easement are attached as
Exhibit E-2 hereto.

(2) GSRT Right of First Refusal.  If within three (3) years of the Closing Date:
(A) the entity affiliated with Buyer which acquired the 10 Acre Parcel (AOwner@)
receives a bona fide offer to sell the 10 Acre Parcel and intends to accept such
offer  (AOffer@);  (B) an OTB  Facility  is not  then  operating  on the 10 Acre
Parcel; and (C) GSRT owns the contiguous real estate; then Owner shall give GSRT
a right of first  refusal to acquire the 10 Acre  Parcel by the  matching of the
price and terms of the Offer.  To effect the  foregoing,  Owner  shall give GSRT
written notice of the Offer, and GSRT will then have fourteen (14) days to match
the Offer (AOffering Period@).  If GSRT shall not have executed and delivered to
Owner a Purchase agreement containing all the terms and conditions of the Offer,
including the  providing of deposits,  by the end of the Offering  Period,  this
right of first  refusal  shall  terminate  and be of no further force or effect.
GSRT=s  purchase  agreement  shall not be required to contain  provisions of the
Offer which deal with the purchase of assets or property  other than the 10 Acre
Parcel and  improvements  thereon.  GSRT=s  acceptance  must be  accompanied  by
either:  (y)  an  ITB  guarantee;  or  (z)  such  other  security  or  financial
arrangements which demonstrate to Buyer=s reasonable  satisfaction that GSRT has
the financial ability to consummate the acquisition.  In the event GSRT does not
exercise its right of first refusal after being  offered the  opportunity  to do
so, or if it defaults on its acquisition  after  exercising its right, the right
of first  refusal will be eliminated  and of no further  force and effect.  This
right of first refusal may not be assigned or  transferred by GSRT except to ITB
or an affiliate of ITB, which may not further assign or transfer this right.
                                                         7





2.  Admission of Penn.  Sellers and ITB agree to the  admission of Penn to a 50%
ownership  interest in the Joint Venture Entities and the  participation of Penn
at the Initial  and  Subsequent  Closings.  At the  Initial  Closing,  Penn will
provide its Contingent  Guaranty of the $1 Million  Deferred  Purchase Price and
the Contingent  Promissory  Notes,  which Contingent  Guaranty will be effective
only upon Penn obtaining approvals necessary to effect the Joint Venture,  which
approvals are as follows:  (i) full and complete New Jersey regulatory  approval
(including  but not  limited to  approval  of the Racing  Commission),  (ii) HSR
Compliance;  and (iii) the  written  consent of a majority of the holders of its
$80 Million Senior Notes issued December 17, 1997 to any necessary  modification
to the  Indenture  dated  December 12, 1997 to permit  Penn=s  investment in the
Joint Venture (the APenn Approvals@).  The form of the Penn Contingent  Guaranty
is  attached  hereto as Exhibit F. Penn  undertakes  to use its best  efforts to
obtain the Penn Approvals by March 1, 1999, or as soon thereafter as possible.

3.  Shareholder  Approval.  ITB represents and warrants that it has obtained the
approval of the  transaction  contemplated by the Agreement as amended herein by
shareholders  holding  more than a majority  of the shares of ITB,  and that the
condition to Closing set forth in Section  13(d) calling for the approval of ITB
shareholders has been satisfied.

4.  Fairness  Opinion.  ITB has  selected  the firm of Janney  Montgomery  Scott
(AJMS@) to provide the  fairness  opinion  referred  to in Section  13(c) of the
Agreement,  and JMS has issued its  affirmative  opinion in draft form. ITB will
cause JMS to issue its final opinion three (3) business days following execution
of this First Amendment. The selection of JMS is acceptable to Buyer.

5.  Fiduciary  Out.  The  fiduciary  out  contained in  Subsection  22(b) of the
Agreement  shall be of no further  force and effect upon the  execution  of this
First Amendment.

6. Lease Rental  Payment.  The License  Agreement  set forth as Exhibit D to the
Lease Agreement for GSP is hereby eliminated,  and GSRT shall not have any right
to operate a flea market at GSP. In  consideration  of this  change,  the annual
rent shall be increased from $100,000 to $300,000.

7. Further Lease  Revisions;  Waiver of Right of First  Refusal;  Covenant.  The
Declaration  of  Restrictive  Covenants  set  forth as  Exhibit  C to the  Lease
Agreement  (ACovenant@)  is modified to delete the  exceptions  to the permanent
nature of the Covenant by the elimination of  subparagraphs  (1)(b)(i) and (ii),
and subparagraph  (1)(c);  and to delete the Right of First Refusal set forth in
subparagraphs 2(b) and (c).

8. Condition  Precedent to $5 Million  Contingent  Promissory Note;  Transfer of
Assets Subject to Contingent Notes. The $5 Million Contingent Promissory Note in
the form of  Exhibit  6(a)(iii)(A)  to the  Asset  Purchase  Agreement  shall be
amended to provide  that the right to operate an OTB  Facility  described in the
Note as a Condition  Precedent  need not be at GSP, and the Condition  Precedent
will be satisfied if any OTB Facility can be operated by Buyer in Camden County,
New  Jersey,  or  elsewhere  as a matter of right  directly  resulting  from its
holding  or  having  previously  held  rights  to  conduct  live  racing at GSP,
including if such rights are maintained by conducting live racing elsewhere than
at the Garden State Park  Facility on account of licenses to conduct live racing
at the Garden State Park  Facility,  and all licenses,  consents,  approvals and
permits for such OTB Facility are received within three (3) years of Closing.
                                                         8





9. Purse Accounts.  Within the  Thoroughbred  Purse  Agreement,  there exists an
obligation  of Sellers in the amount of $45,000 per annum  payable in years 1999
and 2000 that relates to a purse under  calculation  in 1996.  In addition,  the
purse  accounts at both GSP and Raceway appear to be  underfunded.  A good faith
estimate  of the  amount of any under  funding  as  determined  by  Sellers  and
approved by Buyer will be credited to Buyer at the Closing.  As on thereafter as
a final  reconciliation  of the purse  accounts up to the Effective  Date can be
determined,  but not later than 45 days after Closing,  any required  adjustment
will be made in accordance with Subparagraph 4(c) of the Agreement.

10. Liquor  License at GSP. In order to continue  operations at GSP in the event
the present food and beverage service contract is terminated, GSP will require a
liquor  license.  In accordance  with  Subparagraph  4(a) of the Asset  Purchase
Agreement, and consistent with the lease arrangement,  Buyer is only responsible
for payments and costs during its  operations  of GSP.  Therefore,  in the event
Buyer is  required to acquire a liquor  license in its name,  or the name of its
nominee, for the benefit of Buyer=s operations at GSP and/or the OTB Facility at
GSP,  and Buyer  elects to have Seller  participate  in the  acquisition  of the
liquor license, then Buyer will pay the lesser of $100,000 or the purchase price
toward the  acquisition  of a liquor  license for GSP and/or the OTB Facility at
GSP, and GSRT will contribute the balance of the costs, if any. Furthermore,  if
GSRT has  participated in the  acquisition of the liquor license,  and if within
three (3) years of the Closing  Date,  Buyer no longer has a use for the license
at GSP and/or the OTB Facility at GSP,  GSRT will have the option to acquire the
liquor  license from Buyer at such time, by  reimbursing  Buyer the amount Buyer
contributed  to the  acquisition  of the  liquor  license.  Seller is  presently
pursuing  the  obtaining  of a liquor  license  for  GSPRLP.  The  terms of this
Paragraph will apply to this liquor license.  Buyer=s obligation to pay $100,000
towards the  acquisition  of a liquor  license is  effective  only upon  Buyer=s
obtaining  free and clear title to the liquor  license in its or its  designee=s
name.  Notwithstanding  the  foregoing,  the liquor license will be subject to a
Management  Agreement giving Service America  Corporation the ability to perform
its duties under a Concession  Agreement dated November 4, 1983, as amended, and
a Phoenix Room Agreement dated November 4, 1983, as amended.

11.  Buyer  Conditions  -  CCC.  In  connection  with  Subsection  12(b)  of the
Agreement,  Buyer waives as a condition  the  obtaining of any approval from the
New Jersey Casino Control Commission for the simulcast of its races from GSP and
Raceway,  provided,  however,  such waiver  shall not limit the  requirement  of
obtaining other regulatory approvals as set forth in Subsection 12(b).

12. Raceway Property.  At the Closing,  Sellers will assign to Buyer any and all
third  party  leases as to which any  Seller is a lessor,  which  leases are set
forth in Exhibit J hereto.  All real  property  will be conveyed to Buyer at the
Closing.

13.  Allocation of Purchase Price. The allocation of the Purchase Price required
by Subsection 6(b), is attached hereto as Exhibit K.
                                                         9





14. Use of Names. The parties agree as follows:

(1) GSRT may retain the use of the name  Garden  State Race  Track,  Inc. as its
corporate  name.  Buyer shall have the right to use the name AGarden  State Race
Track@ so long as it conducts racing or wagering operations at the GSP Facility.

(2) Buyer  shall  have the  exclusive  rights to use of the name  AGarden  State
Park@,  subject only to GSRT reserving the right to the name AGarden State Park@
to be used for any residential, commercial or retail real estate use on the land
owned by it which constitutes GSRT=s presently owned real property and only with
Buyer=s  prior  written  approval,  which  approval  shall  not be  unreasonably
withheld.

(3) It is specifically  further agreed that Sellers may not use the names Garden
State Park or Garden State Race Track in connection  with any wagering or gaming
operations, horse racing,  simulcasting,  off-track betting, wagering activities
and  gambling  and gaming of any sort  whether on the GSP  property or elsewhere
within the State of New Jersey.

15.      Environmental Matters.

(1) Unresolved  Matters.  The parties acknowledge that those matters referred to
in  Exhibit  I remain  unresolved  and are  likely to  remain  unresolved  as of
Closing.  Each Seller and ITB agrees to  undertake  its best  efforts to resolve
such  matters at their  expense to attain full  compliance  with all  applicable
laws,  including all Environmental  Laws, as defined in the Agreement in Section
10(i)(D),  as promptly as possible after the Closing. Each Seller and ITB agrees
and acknowledges that:

(1) Continuing Obligations. The matters set forth on Exhibit I are matters which
each Seller and ITB has jointly and severally  agreed to indemnify Buyer for any
costs,  expenses,  fines,  or damages  incurred by Buyer relating  thereto under
Section 17(a) of the Agreement, Section 12, of the Lease or otherwise;

(2)  Preservation  of  Rights.  The  provisions  of this  paragraph,  this First
Amendment to Agreement,  or the Closing contemplated under the Agreement, is not
intended  to,  and shall not waive any of  Buyer=s  rights  with  respect to the
matters  listed on Exhibit I, or any other  environmental  matter,  or change or
modify  Seller=s  respective  responsibilities  and  obligations in any way with
respect thereto,  and all such rights and obligations shall remain in full force
and effect and shall survive the Closing.
                                                        10





(2) GSP Lease.  On December 4, 1998 the New Jersey  Department of  Environmental
Protection (ANJDEP@) issued to GSRT a New Jersey Pollutant Discharge Elimination
System discharge to surface water permit  (APermit@).  Subject to the provisions
of this Subsection  15(b),  GSRT agrees to comply in all respects with the terms
and  conditions of the Permit.  The Permit=s  effective date is January 1, 1999.
The Permit requires that a Stormwater  Pollution  Preventative  Plan (ASPPP@) be
developed by June 30, 1999 and implemented by June 30, 2000. GSRT has authorized
Buyer to assist it in  negotiations  with NJDEP  regarding  the timetable for an
SPPP, and the elements of an SPPP. Buyer=s assignee,  GSPRLP,  which will be the
Tenant of GSRT and will operate GSP in accordance  with the terms of the Permit,
to the extent consistent with normal racing track standards which do not require
extra material  expense or  inconvenience  to GSPRLP,  but has no obligation for
extraordinary  expense or  structural  changes at GSP to comply with the Permit.
Buyer  recognizes  that the  potential  short term lease of GSP does not justify
GSRT  making  major  construction  expenditures  at GSP to  implement  an  SPPP.
Accordingly,  to the extent implementation of an SPPP would require expenditures
by GSRT in the aggregate over the term of the GSP Lease exceeding $100,000, GSRT
shall have the  option,  by  written  notice to tenant at least 90 days prior to
when construction must commence,  to decline to undertake such construction.  If
GSRT declines to undertake such construction, or at anytime the Permit is not in
effect, GSPRLP may, but shall not be obligated to undertake the construction, or
at its option, upon 30 days written notice to GSRT, terminate the lease for GSP.

(3) Cooperation.  From the date hereof,  and continuing so long as the GSP Lease
is in effect,  GSRT and the tenant  shall  fully  cooperate  with one another in
connection with environmental matters,  including a free exchange of information
as to such  matters;  and,  furthermore,  ITB, the Sellers and Buyer shall fully
cooperate with one another in connection with remediation efforts at Raceway.

16.      Employment Matters.

(1) Assumption of Contracts.  At the Closing,  Buyer will expressly  assume,  or
cause to be assumed, only the following collective bargaining contracts:

                  Agreements  between Freehold Racing  Association and Laborer=s
Local 472 (AAdmissions and Security Departments@ and AMaintenance  Department@):
and Agreement between Freehold Racing Association and Teamsters Local 469.

(2) Contract Assumption  Indemnity.  In addition to the indemnity  provisions of
Section 17(b) of the Agreement,  Buyer shall indemnify, hold harmless and defend
each Seller and ITB from and against any loss incurred or suffered by any Seller
or ITB,  directly or indirectly,  by reason of any and all obligations,  duties,
liabilities  and  claims,  except  those  relating  to any  failure to engage in
effects bargaining,  arising out of Seller=s failure to require Buyer to assume,
or  cause  to be  assumed,  pursuant  to  Section  4(c)  of the  Agreement,  any
collective bargaining agreement set forth below. This indemnification is subject
to the provisions of Subsection (c), (d) and (e) of Section 17 of the Agreement.
The following collective  bargaining  agreements are the agreements to which the
foregoing indemnity applies:

(1)      Freehold Racing Association and Sports Arena Employees= Union,
Local 137;
                                                        11





(2)      Freehold Racing Association (by the Building Contractors Association
of New Jersey) and Monmouth County Carpenters= Local No. 2250;

(3)      Garden State Park and Carpenters District Council of South Jersey;

(4)      Garden State Park and International Laborers= Association of North
America Local Union No. 222;

(5)      Garden State Park and International Brotherhood of Electrical Workers 
Local Union No. 351;

(6)      Garden State Park and Brotherhood of Painters and Allied Trades of 
America, Camden Local Union No. 1171;

(7)      Garden State Park and United Association of Journeymen and Apprentices 
of the Plumbing and Pipefitting Industry, Local Union No. 322;

(8)      Garden State Park and Construction and General Laborers= Union 
Local 172.

(9) Freehold Racing Association and International  Union of Operating  Engineers
Locals 68, 68A and 68B.

(3) WARN  Compliance.  ITB and Sellers  represent and warrant that the aggregate
number of  employees  permanently  laid-off or  terminated,  whether for reasons
related to the  transaction  or otherwise,  in the ninety (90) days  immediately
preceding Closing (including employees who earlier had been temporarily laid off
but whose  period of layoff  reached,  within such  ninety (90) day period,  six
months in length  without  such  employee  having been  recalled) is 54. ITB and
Sellers  further  represent and warrant that the  aggregate  number of employees
temporarily  laid-off,  whether  for  reasons  related  to  the  transaction  or
otherwise,  in the  ninety  (90) days  immediately  preceding  Closing  is 44. A
schedule  listing such employees and the dates of and reasons for the separation
of each is attached hereto as Exhibit AJ@. In reliance on these representations,
Buyer waives Sellers=  compliance with WARN prior to Closing.  Buyer  represents
and  warrants  that it  intends to hire,  within  thirty  (30) days of  Closing,
individuals  employed  by Sellers  at Garden  State  Park and  Freehold  Raceway
sufficient  in number to avoid,  as a result of  Closing,  a Aplant  closing@ or
Amass  layoff@ under WARN.  Buyer agrees to indemnify,  hold harmless and defend
Sellers and ITB from and against any loss  incurred or suffered by any Seller or
ITB,  directly  or  indirectly,  by reason of any and all  obligations,  duties,
liabilities  and claims under WARN as a consequence  of Buyer=s  failure to hire
individuals  employed  by Sellers  at Garden  State  Park and  Freehold  Raceway
sufficient  in number to avoid,  as a result of  Closing,  a Aplant  closing@ or
Amass layoff@ under WARN.

17.  Closing  Date.  The  Closing  Date set forth in Sections 9 and 22(e) of the
Agreement is hereby amended to Thursday, January 28, 1999.
                                                        12





18.  Release  of  Claims.   Effective  upon  the  Closing  of  the  transaction,
automatically and without the necessity of further action by Buyer,  Buyer shall
be deemed to have waived any claims it has  alleged  against ITB and Sellers for
conduct  between the date of the Agreement  and the Closing,  as relates to fair
dealing,  cooperation,  and prompt and diligent  pursuit in obtaining  approvals
required for the consummation of the transaction.

19.  Chiller  Lease.  GECC has failed to confirm in writing  that  Buyer=s  sole
obligation to GECC is to make scheduled monthly payments and routine maintenance
of the  Chiller  Lease  during  the term of the Lease of GSP.  In the event GECC
accelerates the obligation of GSRT or takes any other  collection  actions under
the GECC Chiller Lease,  except due to Buyer=s failure to make scheduled monthly
payments  or perform  routine  maintenance,  GSRT shall be  responsible  for all
payments or obligations  under the GECC Chiller Lease,  except scheduled monthly
payments.

20. Agent for Contingent  Notes. In accordance with  Subsection  6(a)(vii),  the
Contingent  Promissory  Notes and related Mortgage are to be payable to an agent
for the benefit of ITB and the Sellers.  ITB and Sellers need additional time to
arrange for such an agent.  Buyer is not  waiving  this  requirement  by closing
without an agent in place. Accordingly,  ITB and Sellers agree that any payments
required to be made under the Contingent  Promissory Notes prior to an agent, as
described in Subsection  6(a)(vii) being in place and the Contingent  Promissory
Notes have been assigned to such agent,  shall be made to Buyer=s counsel,  Fox,
Rothschild,  O=Brien & Frankel,  LLP, to be held in escrow  until an agent is in
place, and then shall be paid to ITB, or as ITB shall direct.  Furthermore,  the
Mortgage  delivered at Closing shall be held by Buyer=s counsel and released for
recording  only  after  such  agent is in place  and can be  identified  on such
Mortgage.

21.  Time  of the  Essence.  Time  is of the  essence  in  connection  with  the
obligations of the parties under the Asset Purchase Agreement, as amended.

22. Ratification.  In all other respects, the Asset Purchase Agreement is hereby
ratified and affirmed;  and the rights and obligations of the parties thereunder
preserved.  By the  execution of this First  Amendment,  no party is waiving any
rights or claims under the Agreement.
                                                        13





         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment to Asset Purchase Agreement on the date first above written.

                           GREENWOOD NEW JERSEY, INC.


                          By: /s/ Harold G. Handel_____
                             Harold G. Handel, President


                          INTERNATIONAL THOROUGHBRED BREEDERS, INC.


                          By: /s/ Nunzio DeSantis______


                          GARDEN STATE RACE TRACK, INC.


                          By: /s/ Nunzio DeSantis______


                          FREEHOLD RACING ASSOCIATION


                          By: /s/ Nunzio DeSantis______


                          ATLANTIC CITY HARNESS, INC.


                          By: /s/ Nunzio DeSantis______


                          CIRCA 1850, INC.


                          By:/s/ Nunzio DeSantis______


                          PENN NATIONAL GAMING, INC.,


                          By: /s/ William J. Bork________
                             William J. Bork, President
                         
                                    14








                               LIST OF EXHIBITS TO

                               FIRST AMENDMENT TO

                            ASSET PURCHASE AGREEMENT




1.       $22 Million Deferred Purchase Price Promissory Note*

2.       $1 Million Deferred Purchase Price Promissory Note

3.       Mortgage and Security Agreement related to Deferred Purchase Price 
Notes*

4.       Escrow Agreement

         E-1.     10 Acre Parcel

         E-2.     Easement relating to the 10 Acre Parcel

         F.       Penn Contingent Guaranty

         G.       Raceway Leases

         H.       Allocation of Purchase Price

         I.       Environmental Matters

         J.       Employees Laid-Off or Terminated Since April 1, 1998



*Exhibits A and C are omitted.  The form of these  documents  will be negotiated
among ITB, Sellers, Buyer and CSFB.




                                                        15

Exhibit No. 2.2

FIRST AMENDMENT TO JOINT VENTURE AGREEMENT

                          RELATING TO NEW JERSEY ASSETS

         This First  Amendment  to Joint  Venture  Agreement is made and entered
into as of the 28th day of January,  1999, by and between  Greenwood New Jersey,
Inc.  (AGreenwood@) and Penn National Gaming,  Inc.  (APenn@),  the parties to a
Joint Venture  Agreement  dated  October 30, 1998,  as previously  modified by a
letter  from Penn to  Greenwood  dated  November  2, 1998 (the AJV  Agreement@).
Certain  defined  terms used  herein are based on the  definitions  of the Asset
Purchase Agreement of July 2, 1998.

         The parties desire to further amend their Joint Venture Agreement,  and
agree as follows:

1. Term of the Joint Venture. It is the intention of the parties that neither be
free to deal  independently in connection with the acquisition of the New Jersey
Assets,  unless for any  reason,  one of the parties is unable to proceed due to
circumstances  outside  its  control,  for  example,  the  inability  to  obtain
regulatory approval.  The parties therefore agree that neither will act alone in
connection with the acquisition of the assets until July 1, 1999,  unless one of
the joint venture parties is unable to proceed due to circumstances  outside its
control and abandons its efforts to seek the required approvals.

2. Best  Efforts.  Each party to the Joint  Venture will use its best efforts to
obtain or meet all consents,  approvals or requirements  necessary to effect the
Joint  Venture,  and to allow the  parties  to  jointly  acquire  the New Jersey
Assets.  For  purposes  of this First  Amendment,  for  Greenwood  the  approval
required  shall  be only  full  and  complete  New  Jersey  regulatory  approval
(including but not limited to approval of the Racing Commission);  and for Penn,
only (i) full and complete New Jersey  regulatory  approval  (including  but not
limited to approval of the Racing  Commission),  (ii) HSR Compliance;  and (iii)
the written consent of a majority of the holders of its $80 Million Senior Notes
issued  December 17, 1997 to any necessary  modification  to the Indenture dated
December 12, 1997 to permit  Penn=s  investment  in the Joint Venture (the APenn
Approvals@).

3. Structure of the Transaction.

(1) Operating  Entities.  Greenwood  intends to assign its rights to acquire the
Assets  related  to  Raceway  to  FR  Park  Racing,  LP,  a New  Jersey  limited
partnership  (AFRPRLP@);  and the Assets related to GSP, including the leasehold
interest,  to GS Park Racing, LP, a New Jersey limited  partnership  (AGSPRLP@).
Greenwood Limited Partner,  Inc., a Delaware  corporation  (AGLP@) will hold the
entire limited  partnership  interest of 99.9% in each of FRPRLP and GSPRLP; and
Pennwood Racing, Inc., a Delaware corporation (APennwood@), will hold the entire
general partnership interest of .1% in each of FRPRLP and GSPRLP.

(2)  Service  Companies.  Employees  of  Raceway  will  be  employed  by FR Park
Services,  LP, a New  Jersey  limited  partnership  (AFR  Park  Services@);  and
employees  of GSP will be  employed  by GS Park  Services,  L.P.,  a New  Jersey
limited  partnership (AGS Park  Services@).  Benstone  Partners,  a Pennsylvania
general  partnership  (ABenstone@) is owned indirectly 100% by Greenwood Racing,
Inc.  (AGRI@).  Benstone will hold the entire  limited  partnership  interest of
99.9% in each of FR Park Services and GS Park  Services;  and Pennwood will hold
the entire general  partnership  interest of .1% of each. Pennwood is owned 100%
by GRI.

                                                        16
(1)








(3) Documentation. Prior to the execution of this First Amendment, the documents
relating  to  the  formation,   organization   and  governance  of  the  limited
partnerships referred to in Paragraph 3(a) and 3(b) above have been agreed to by
Penn and  GRI.  FRPRLP,  GSPRLP,  FR Park  Services,  and GS Park  Services  are
referred to herein as the Joint Venture Entities.

4.       Participation by Penn at Initial and Subsequent Closings.

(1) Initial Closing.  The Closing Date of the Asset Purchase Agreement with ITB,
et al, is presently scheduled for January 1999 (the AInitial Closing@), prior to
Penn=s obtaining the Penn Approvals.

(2) Penn Loan. At the Initial  Closing,  Penn will loan to FRPRLP Eleven Million
Two Hundred and Fifty Thousand Dollars  ($11,250,000),  and GRI, or affiliate of
GRI will loan to FRPRLP Eleven  Million Seven  Hundred  Fifty  Thousand  Dollars
($11,750,000).  These loans will be subordinated to the Deferred  Purchase Price
Notes  issued  to the  Sellers.  The  loan  from  Penn  will be  evidenced  by a
$11,250,000 Promissory Note (the APenn Note@) from FRPRLP to Penn, guaranteed by
GRI. The loan from GRI, or an affiliate of GRI,  will be a demand loan,  subject
to the  provisions  of  Subparagraph  4(f)  below,  and will be  evidenced  by a
$11,750,000  Promissory  Note in the form of the Penn  Note.  The Penn Note will
have an initial maturity of April 30, 2000, and will bear interest at PNG=s cost
of borrowing.  Interest will be payable quarterly. The Penn Note will be secured
by a Mortgage and Security Agreement  subordinated to FRPRLP obligations to CSFB
contained  in a $22 Million Note to be  delivered  at the Initial  Closing,  and
subject to CSFB=s lien in an amount not to exceed $22  Million.  The maturity of
the Penn Note shall be  extended in the event that as of the  original  maturity
date  Penn  has not  obtained  approval  to  participate  in the Put  obligation
referred  to  below  in  Paragraph  5 and the  Put  obligation  to CSFB  remains
applicable  to GRI. At such time,  the Penn Note shall be  converted  to the Put
Loan (as defined in  Paragraph  5), and shall have the maturity of the Put Loan.
At its original  maturity date, if the maturity date has been extended  pursuant
to this Paragraph  4(b), the principal  amount of the Penn Note shall be reduced
to Eight Million Seven Hundred and Fifty Thousand  Dollars  ($8,750,000)  by the
payment by FRPRLP of any principal amount in excess of this amount.

(3) Subsequent  Closing.  Upon the obtaining of the Penn  Approvals,  and at the
time  required by the Asset  Purchase  Agreement,  as amended  (the  ASubsequent
Closing@),  Penn will invest in the Joint  Venture  Entities an  aggregate of an
additional  Eleven Million Seven Hundred Fifty Thousand  Dollars  ($11,750,000),
adjusted to represent  50% of the payment then due the Sellers,  plus 50% of all
other  payments  to Seller,  less the  principal  amount of the loan made at the
Initial  Closing (the  ASubsequent  Closing@).  Penn shall not be able to use or
convert  the Penn Note to  equity  or Joint  Venture  Entity  debt  until it has
obtained Noteholder approval for the Put obligation, the Put obligation has been
extinguished,  or Penn has loaned GRI or its affiliate  which  purchased the GSP
real  estate  50% of the  Purchase  Price,  whichever  is the  earliest.  At the
Subsequent Closing, Penn will acquire 50% of the equity of Pennwood,  and 49.95%
of the limited partnership interests of each of the Joint Venture Entities. Penn
will be  allocated  profit or loss in the Joint  Venture  Entities on a pro rata
basis  reflecting  the portion of the year it owned its  interests  in the Joint
Venture Entities. Attached hereto as Exhibit A is a schedule showing the present
intention  of the  parties  as to the  equity  and debt  structure  of the Joint
Venture  Entities.  Changes to Exhibit A shall require the approval of both Penn
and Greenwood.
                                       17






(4)  Termination  of  Joint  Venture.  In the  event  and at  such  time as Penn
determines that it will not be able to obtain one or more of the Penn Approvals,
and  abandons  its efforts to obtain such  approval(s),  or December  31,  1999,
whichever is earlier (the ATermination  Date@), the initial maturity date of the
Penn Note will be changed to the  earlier of (i)  eighteen  (18) months from the
Termination Date; or (ii) five (5) business days after the successful closing of
a financing transaction  specifically intended to repay Penn, which financing is
in an amount at least as great as the Penn debt.  Such  maturity date is subject
to extension  in the event the Put  obligation  continues  and the Penn Loan has
been converted to the Put Loan;  provided,  that,  FRPRLP shall have reduced the
amount  of the Put  Loan  by  payment  of any  principal  amount  in  excess  of
$8,750,000.

(5) Escrow and Conduct Pending Subsequent  Closing.  At the Initial Closing GRI,
FRPRLP, GSPRLP, FR Park Services, GS Park Services, Pennwood and Penn will enter
into an  Escrow  Agreement  providing  that  the  documents  necessary  to issue
interests or shares  constituting  ownership  of one-half  interest in the Joint
Venture  Entities and Pennwood will be placed in Escrow to be distributed at the
Subsequent  Closing or such other time as  determined  by the Escrow  Agreement.
From the Initial  Closing until the earlier of (i) the  Subsequent  Closing,  or
(ii)  the  Termination  Date,  GRI will not  permit  a change  in the  governing
documents,  capitalization or ownership of any Joint Venture Entity or Pennwood,
without the prior  approval of Penn,  which  approval  will not be  unreasonably
withheld.

                  (f)  Greenwood   Failure  to  Participate  in  the  Subsequent
Closing.  In the event that Penn has obtained the Penn Approvals,  but Greenwood
breaches it  obligations to  participate  in the  Subsequent  Closing,  Penn may
proceed  with the  Subsequent  Closing  and may make all  necessary  payments to
Sellers  at the  Subsequent  Closing.  Provided  that Penn  makes all  necessary
payments  at  the  Subsequent  Closing  such  that  the  Subsequent  Closing  is
consummated,  and Greenwood fails to participate at the Subsequent Closing, then
(i) the  maturity  of the GRI loan to FRPRLP made at the  Initial  Closing  will
convert from a demand loan to a loan with a fixed  maturity  date  eighteen (18)
months  from the  Subsequent  Closing;  and (ii)  GRI and its  affiliates  shall
execute and deliver to Penn all such documents,  shares, or interests  necessary
to transfer the full and complete  ownership  of the Joint  Venture  Entities to
Penn, and the Joint Venture shall be immediately terminated;  provided, however,
that GRI=s loan to FRPRLP  shall  remain in  accordance  with its terms and Penn
shall reimburse GRI for one-half of its reasonable  costs incurred in connection
with the Initial Closing.

                  (g) Penn Failure to Participate in the Subsequent  Closing. In
the event that Penn has obtained the Penn  Approvals but breaches its obligation
to  participate  in the  Subsequent  Closing,  Greenwood  may  proceed  with the
Subsequent  Closing  and may  make  all  necessary  payments  to  Seller  at the
Subsequent Closing.  Provided that Greenwood makes all necessary payments at the
Subsequent  Closing such that the Subsequent  Closing is consummated,  the Joint
Venture shall be immediately terminated;  provided, however, that Penn=s loan to
FRPRLP shall remain in accordance with its terms.
                                       18






5. Penn Responsibility in Connection with CSFB Put.

                   (a) Put. At the Closing,  arrangements are to be entered into
between GRI, or another related entity of GRI (which may include a Joint Venture
Entity) and CSFB,  whereby GRI, or a designee of GRI may be the purchaser of the
GSP real  estate.  In the event the Penn  Approvals  are not  obtained,  or Penn
otherwise does not acquire an interest in the Joint Venture Entities,  Penn will
nevertheless  join in the  purchase  of the GSP real  estate to the  extent of a
fifty percent  participation,  including providing 50% of all deposits and other
required payments,  and the assumption of 50% of any debt incurred in connection
with the purchase of the real  estate.  The  obligations  of the GRI and Penn to
Sellers and CSFB shall be several and not joint. The parties will form a limited
liability  company for such  purchase,  unless a different  form of ownership is
agreed to by the  parties  at a later  date.  To the extent GS Park  Racing,  LP
continues  operating  at GSP,  the lease  governing  its use will be  amended to
reflect rental and other terms, as the parties shall agree.

                  (b) Approval for Penn  Participation  in the Put; Put Loan. To
accelerate the date by which Penn receives approval of the holders of its Senior
Notes,  Penn will  commence  its  efforts to obtain  such  approval  immediately
following  the  Initial  Closing.  To the extent Penn  requires  approval of the
holders  of  its  Senior  Notes  referred  to in  Paragraph  2  above  for  this
participation, and has not obtained such approval by the time the acquisition of
the GSP real estate must occur,  Penn will  nevertheless  loan to GRI 50% of the
purchase  price on the terms of the Penn Note;  provided,  however,  the loan in
connection  with the GSP real estate will have a maturity date which will be the
earliest of (i) when GRI, or its affiliate, sells the GSP real estate; (ii) when
GRI,  or its  affiliate  obtains a mortgage  loan for the GSP real  estate in an
amount  equal to or greater  than its  purchase  price  under the Put;  or (iii)
eighteen (18) months from the date the GSP real estate is acquired by GRI or its
affiliate,  and then, in either case, until Penn=s undertaking in Paragraph 5(c)
below has been fulfilled (the APut Loan@).  The following  provisions shall also
apply to the Put Loan:

                           (y) Upside  Participation.  In the event the GSP real
                           estate  is sold  while  the Put Loan is  outstanding,
                           then Penn will be entitled to receive a payment equal
                           to  thirty-three  percent  (33%) of the gain, if any,
                           measured by the  difference  between the net proceeds
                           to the seller and the purchase price (including costs
                           of acquisition) at acquisition,  which amount will be
                           paid at the  closing  of the  sale.  In the  event an
                           agreement of sale  anticipated  to produce a gain for
                           the  seller  is  entered  into  while the Put Loan is
                           outstanding,  but  closing  under  the  agreement  is
                           scheduled  for  after  the due date of the Put  Loan,
                           Penn shall have the option of extending  the maturity
                           of the Put Loan to the  closing  date.  In the  event
                           Penn does not extend the Put Loan,  Penn will  forego
                           its upside  participation if closing occurs after the
                           Put Loan is repaid. In the event that an agreement of
                           sale is entered  into  within  sixty (60) days of the
                           payoff  of the Put  Loan,  based on an offer  arising
                           after such payoff, Penn will be entitled to receive a
                           payment  equal to  thirty-three  percent (33%) of the
                           gain, if any, measured by the difference  between the
                           net  proceeds  to the seller and the  purchase  price
                           (including the costs of  acquisition) at acquisition,
                           which amount will be paid at the closing of the sale.
                                                     19





                           (z)  Refinance or Sale.  GRI will use its  reasonable
                           efforts to refinance the GSP real estate,  or sell it
                           on commercially  reasonable terms designed to net the
                           owner more than its costs of acquisition, holding and
                           selling the  property.  GRI will keep Penn advised of
                           any  offers   received  to   refinance  or  sell  the
                           property.  Furthermore, in the event the owner of the
                           GSP real  estate  receives  a bona fide cash offer to
                           sell the GSP real  estate  for a price in  excess  of
                           Twenty  Million  Dollars  ($20,000,000)  when the Put
                           Loan is outstanding,  and rejects the offer,  the Put
                           Loan  shall be repaid  within  sixty (60) days of the
                           rejection   of  the  offer.   For  purposes  of  this
                           subparagraph,  a bona fide cash  offer  shall  mean a
                           written  offer  which:  (1)  is  from  a  financially
                           responsible person with demonstrated  ability to fund
                           the  purchase  price;  (2) is  likely  to  close on a
                           timely  basis;  (3) has a closing  date of not longer
                           than one hundred  twenty  (120) days from the date of
                           the  offer;  (4) has no  material  conditions  to the
                           Buyer=s  obligation  to close other than the delivery
                           of title to the real estate in the same  condition as
                           that  which  was  acquired  by GRI  through  the  Put
                           option;  (5)  provides for a sale of the property Aas
                           is@ Awhere is@ with no  representations or warranties
                           from  the  Seller;  (6)  is a  sale  subject  to  the
                           Covenant  and the  obligation  to convey  the 10 Acre
                           Parcel;  (7)  preserves  the rights of GRI to conduct
                           any  gaming  or other  activities  relating  thereto,
                           which it may have  (such as the right to  operate  an
                           OTB at GSP or phone  betting)  other than live racing
                           at GSP;  (8) does  not  contain  material  provisions
                           relating  to matters  other than the sale of the real
                           property,  or material post closing obligation on GRI
                           or  material   obligations   that  may  affect  other
                           activities of GRI or its affiliates or require GRI or
                           its  affiliates to take or refrain from taking action
                           other  than the  conveyance  of the  property  to the
                           Buyer. For purposes of this subparagraph, a rejection
                           of an offer shall mean a rejection  which  terminates
                           negotiations  of a bona fide cash offer  meeting  the
                           requirements  above,  and  not one  which  is part of
                           ongoing negotiations, such as a counterproposal.

                  (c) Penn Failure to Participate in the Put Obligation.  In the
event Penn fails to  participate  in the Put  obligation  to the extent of a 50%
participation,  whether because it has not obtained the Penn Approvals,  has not
obtained the approval of the holders of the Senior  Notes,  or any other reason,
Penn shall  nevertheless  remain liable to Greenwood,  GRI, and their affiliates
for any loss it incurs as a result of the  failure  of GRI to  purchase  the GSP
property  pursuant to the Put  obligation.  If  Greenwood,  GRI, or an affiliate
completes the purchase,  Penn will also, at Greenwood=s  request,  indemnify and
hold Greenwood,  GRI, and their affiliates  harmless to the extent of 50% of all
costs, expenses,  losses or claims incurred in purchasing,  holding,  selling or
realizing upon such property, including any loss suffered in a sale.

                  (d) Greenwood Failure to Participate in the Put Obligation. In
the event  Greenwood fails to participate in the Put obligation to the extent of
a 50% participation,  Penn shall have the option of exercising the Put on behalf
of itself and  Greenwood,  through a Joint Venture  Entity or otherwise,  at its
option. In the case of Greenwood=s failure to participate in the Put Obligation,
GRI shall  nevertheless  remain liable to Penn and its  affiliates  for any loss
Penn  incurs as a result of the  failure  of Penn or a Joint  Venture  Entity to
purchase  the GSP  property  pursuant to the Put  obligation.  GRI,  directly or
through an affiliate, will also continue to have an obligation to participate to
the extent of a 50%  interest,  and will further have an obligation to indemnify
and hold Penn  harmless to the extent of 50% of all costs,  expenses,  losses or
claims incurred in purchasing, holding, selling or realizing upon such property,
including any loss suffered in a sale.

6. Assignment.  Neither party shall have the right to assign its interest in the
Joint Venture to any party not  controlled by it or under common control of such
party, except as contemplated by the terms of this First Amendment.

         In all other respects the Joint Venture Agreement is ratified and 
affirmed.
                                       20







         IN WITNESS  WHEREOF,  the parties have executed this First Amendment to
Joint Venture Agreement as of the first date above written.

                                                 GREENWOOD NEW JERSEY, INC.

                                                 By: /s/ Harold G.
                                                 Handel______________________
                                                 Harold G. Handel, President

                                                 PENN NATIONAL GAMING, INC.

                                                 By:_/s/ William J. Bork_____
                                                    William J. Bork, President

For purposes of agreement to the guaranty  referred to in Paragraph 4(b) and the
undertakings of Paragraphs 5(b) and 5(d):

                  GREENWOOD RACING, INC.


                  By:/s/ Robert W. Green_______
                     Robert W. Green, President



                                                             21