EXHIBIT 2 AGREEMENT

                                   EXHIBIT 2

                                   AGREEMENT

      THIS AGREEMENT is  made  and entered into by and between The XXXXX FAMILY
PARTNERSHIP,a Kentucky general partnership, and XXXXXXX X. XXXXX, an individual
(collectively, the "Group").

                  W I T N E S S E T H:

      WHEREAS, each member of the  Group  owns of record or beneficially shares
of the Common Stock of Xxxxxxxxx Xxxxx Incorporated; and

      WHEREAS, each member of the Group desires  to  file a single Schedule 13D
indicating the beneficial ownership of each member; and

      WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities  Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf  of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed  on  behalf
of each of them;

      NOW,  THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereto covenant and agree as follows:

      1.    The  Xxxxx  Family  Partnership  and  Xxxxxxx X. Xxxxx agree that a
single Schedule 13D and any amendments thereto relating to the shares of Common
Stock of Xxxxxxxxx Downs Incorporated shall be filed on behalf of each of them.

      2.    Each  of  the  Xxxxx  Family  Partnership  and   Xxxxxxx  X.  Xxxxx
acknowledge and agree that pursuant to Rule 13d-1(f)(1) under  the  Act each of
them is individually responsible for the timely filing of such Schedule 13D and
any amendments thereto and for the completeness and accuracy of the information
contained therein.

      3.    This Agreement shall be terminated only upon the first to  occur of
the following:  (a) the death of any of the individual parties hereto, (b)  the
dissolution,  termination or settlement of the Xxxxx Family Partnership, or (c)
a written notice  of  termination given by any party hereto to all of the other
parties hereto.

      4.    This Agreement  may  be  executed  in several counterparts, each of
which shall be deemed to be an original copy hereof,  but all of which together
shall constitute a single instrument.  This Agreement shall  not  be assignable
by any party hereto.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 18th day of February, 1998.


                                          /S/ Xxxxxxx X. Xxxxx
                                          Xxxxxxx X. Xxxxx


                                          THE XXXXX FAMILY PARTNERSHIP

                                          By /S/ Xxxxxxx X. Xxxxx
                                             Xxxxxxx X. Xxxxx, Managing Partner