Mark Vogel, an area real estate developer, has agreed to purchase Rosecroft Raceway if 80 percent of the 2,948 outstanding shares are tendered to him, according to Earle Palmer Brown, chairman of the board of the Oxon Hill harness track.

Vogel has offered $2,000 a share, thus if all shares are tendered by Rosecroft's current stockholders, Vogel's purchase price would be about $6 million. In addition, Brown said, Vogel would assume in excess of $5 million in debt owed by Rosecroft.

The purchase would include Delmarva Downs, located near Ocean City, Md., which Rosecroft purchased last year for nearly $2 million.

Vogel was unavailable for comment last night.

According to Brown and William E. Miller II, Rosecroft's president, seven of nine members of Rosecroft's board of directors already have tendered their shares. That includes Brown, Miller and track counsel Peter O'Malley. Brown said the $2,000 per share offer was "a good price."

The roughly 200 stockholders have until Dec. 15 to tender their shares. It is unclear if Vogel is obligated to purchase the track if less than 80 percent of the outstanding shares are offered to him.

Brown said Vogel indicated that he would keep Rosecroft as a race track to be run by the current Rosecroft management.

Vogel has been listed as a limited partner in the proposed PortAmerica project, a trade center to be built on the shores of the Potomac in Prince George's County.