Asset Purchase Agreement

Asset Purchase Agreement Between Hollywood Park, Inc. And

by Pinnacle Entertainment
September 27th, 1999



                                                                    EXHIBIT 10.2


                              AMENDMENT No. 1 TO
           ASSET PURCHASE AGREEMENT BETWEEN HOLLYWOOD PARK, INC. AND
              CHURCHILL DOWNS INCORPORATED DATED AS OF MAY 5, 1999

                          Dated as of August 31, 1999

     This AMENDMENT No. 1 is entered into by Hollywood Park, Inc., a Delaware
corporation (HPI), Churchill Downs Incorporated, a Kentucky corporation (CDI),
and Churchill Downs California Company, a Kentucky corporation (CDC), with
reference to the following facts:

     WHEREAS, CDI has assigned all of it rights and obligations under that
certain Asset Purchase Agreement dated May 5, 1999 (the "Purchase Agreement")
between HPI and CDI, to CDC and CDC has accepted such rights and obligations;

     WHEREAS, by virtue of such assignment, CDC is a party to this Amendment No.
1 and by its execution hereof, CDI acknowledges that CDC is a party to this
Amendment No. 1;

     WHEREAS, the California Division of Gambling Control is reviewing, and has
requested clarifications to, the Purchase Agreement between the parties hereto,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Purchase Agreement is amended as follows:

     Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Asset Purchase Agreement.

     Section 1  Definitions.  The Office Lease defined in Section 1 whereby HPI
would lease office space from CDI on terms substantially similar to the form of
lease attached as Exhibit E and Exhibit E-1 will no longer be necessary.  Any
and all references to the Office Lease are hereby deleted.

     Section 2.2.2  Accounts Receivable.  Accounts Receivable expressly excludes
all accounts and notes receivable pertaining to gaming at the Hollywood Park-
Casino.

     Section 2.2.9  Excluded Contracts, Permits and Licenses.  The following is
added to the list of contracts, permits and licenses not transferred to CDC (as
assignee of CDI) as noted on Schedule 2.2.9:

     "15.  Provisional license to operate Hollywood Park-Casino held by HPI."

     Section 4.4  Government Approvals.  The following is added to the list of
governmental approvals required as noted on Schedule 4.4:


     "2.  Approvals required from the Division of Gambling Control in connection
     with this Agreement and the Casino Lease."

     Section 4.17  Litigation.  The following disclosure is hereby added to
Schedule 4.17 in respect to HPI's knowledge of material legal, administrative,
arbitration or other proceedings, claims, actions or governmental regulatory
investigations of any nature pending or threatened against or affecting the
Assets:

     "Regulatory investigation by the Division of Gambling Control in connection
     with HPI's operation of the Hollywood Park-Casino."

     Additionally, the title of Schedule 4.17 is changed from "Litigation" to
     "Litigation and Other Regulatory Investigation."

     Section 5.6  Financing.  The following sentence is added to the end of
Section 5.6:

     "Any such alternate financing shall meet the approval of the Division of
     Gambling Control."

     Sections 8.1.13 and 10.3:  Casino Operator.  The approved Casino Operator
is Century Gaming Management, Inc., a California corporation.  The references to
California Casino Management in Sections 8.1.13 and 10.3 shall be replaced with
Century Gaming Management, Inc., a California corporation.

     Section 10.4  Termination Date.  Subject to and without waiving or
modifying the parties' respective rights of termination provided for in this
Section 10.4 or otherwise available to it, Seller acknowledges that (i) Buyer
has informed it that Buyer's lender requires three business days prior notice to
release the funds which Buyer intends to utilize to purchase the Assets and
consummate the Transactions; and (ii) upon Seller's receipt of a copy of such
notice, the parties shall perform all acts necessary to consummate such
transactions upon expiration of the three business day period.

     Section 11.7  Non-Parimutuel Gaming.  It is the intent of the parties to
comply with California gaming laws.  To the extent California law changes such
that non-parimutuel gaming becomes legal, prior to any such gaming activity
taking place at Hollywood Park, necessary approvals or licensure shall be sought
and obtained from the Division of Gambling Control.

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     Section 12.9 Assignment and Assumption.  The following shall be added to
become Section 12.9 entitled Assignment and Assumption:

     "Section 12.9  Assignment and Assumption.  Buyer is assigning to Churchill
                    -------------------------
     Downs California Company, a Kentucky Corporation ("CDC"), its rights to
     enter into the following agreements:  (1) Casino Lease; (2) Parking
     License; (3) Easement Agreement, and (4) License Agreement (collectively
     the "Assigned Agreements").  As a material inducement to and in
     consideration of Seller's consent to Buyer's assignment of the Assigned
     Agreements, Buyer shall, on the Closing Date, execute and deliver to Seller
     a guaranty (the "Guarantee") substantially in the form attached hereto as
     Exhibit B.

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       This Amendment No. 1, which may be executed in two or more counterparts
     each of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument, supersedes any inconsistent
     provisions in the Agreement.  The Agreement, as amended hereby, remains in
     full force and effect.


     Dated as of this 31st day of August, 1999.


                                        HOLLYWOOD PARK, INC.


                                        By: ____________________________________
                                        Its:____________________________________


                                        CHURCHILL DOWNS INCORPORATED


                                        By: ____________________________________
                                        Its:____________________________________


                                        By: ____________________________________
                                        Its:____________________________________


                                        CHURCHILL DOWNS CALIFORNIA
                                        COMPANY


                                        By: ____________________________________
                                        Its:____________________________________

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