SECURITIES PURCHASE AGREEMENT



     SECURITIES PURCHASE AGREEMENT, dated April 10, 2004 among All Capital

LLC, a Nevada limited liability company ("All Capital"), Vernon, LLC, a

Nevada limited liability company ("Vernon") and Raceway Ventures, LLC, a

Florida limited liability company (the "Purchaser").



                                  WITNESSETH



     Whereas, Mid-State Raceway, Inc., a New York corporation ("Raceway") has

authorized capital stock consisting of 10,000,000 shares, $.10 par value (the

"Common Stock") of which 892,766 shares are issued and outstanding as of the

date hereof; and



     Whereas, Vernon is the registered owner of 19,549 shares of Common

Stock ("Capital Shares");



     Whereas, Vernon has transferred the Capital Shares to All Capital but is

nevertheless willing to execute and deliver this Agreement as one of the

selling entities;



     Whereas, All Capital owns warrants to purchase 1,250,000 shares of

Common Stock currently exercisable at the rate of $2.00 per share ("Capital

Warrants"); and



     Whereas, Victoria Scott ("Victoria") owns 450,000 shares of Common Stock

("Victoria Shares") (the Capital Shares and Victoria Shares are hereinafter

collectively referred to as the "Seller Shares" and the Seller Shares and the

Capital Warrants are hereinafter collectively referred to as the

Securities"); and



     Whereas, Vernon and All Capital (hereinafter collectively referred to as

the "Seller") will cause Victoria to transfer all of the Victoria Shares to

Purchaser at the Closing contemplated by this Agreement;



     Whereas, Shawn Scott ("Shawn") has executed and delivered to Vestin

Mortgage, Inc. ("Vestin") a guaranty ("Scott Guaranty") of the payment by

Raceway to Vestin of the principal and interest evidenced by a Consolidated

Secured Promissory Note in the original principal amount of $23,000,000; and



     Whereas, Seller has executed and delivered to V.I.P. Structures, Inc.

("VIP") a guaranty ("Capital Guaranty") of the payment by Raceway of up to

$500,000 pursuant to a certain Financing Agreement; and



     Whereas, Seller and Victoria desire to sell the Securities to the

Purchaser and the Purchaser desires to purchase the Securities from the

Seller and Victoria upon and subject to the terms, covenants and conditions

hereinafter set forth.



     NOW THEREFORE, in consideration of the premises and the covenants, terms

and conditions hereinafter set forth, the parties hereto do hereby agree as

follows:



     1.  Subject to the terms and conditions of this agreement (the

"Agreement"), at the Closing (as defined) the Seller and Victoria shall sell

to the Purchaser and the Purchaser shall purchase from the Seller the

Securities.



<PAGE>



     2.  In consideration for the conveyance of the Securities to the

Purchaser, the Purchaser shall pay to the Seller and to Victoria the

aggregate amount of $9,000,000 (the "Purchase Price"). The Purchase Price

shall be allocated between the Seller Shares and the Warrants in accordance

with the provisions of Exhibit A annexed hereto and made a part hereof. The

Purchase Price shall be payable to the Seller as follows:



         (a) At the Closing (as defined) the Purchaser shall pay to the

Seller, the sum of $2,000,000 (the "Down Payment"), which Down Payment shall

be non-refundable. The Down Payment shall be paid by immediately collectible

funds by wire transfer to the account designated by and for benefit of the

Seller.



         (b) In addition, at the Closing the Purchaser shall pay to the

Seller the aggregate amount of $7,000,000 (the "Remainder") by the execution

and delivery to the Seller of two full recourse secured promissory notes, (i)

one in the amount of Three Million Dollars ($3,000,000) and (ii) one in the

amount of Four Million Dollars ($4,000,000), in the form of Exhibit B annexed

hereto and made a part hereof (the "Notes"). The Notes shall be secured by a

Stock Pledge and Security Agreement in the form of Exhibit C annexed hereto

and made a part hereof (the "Security Agreement"). The obligations of

Purchaser under the Note and Security Agreement shall be guaranteed by Steven

F. Cohen, Patrick Danan and Frank A. Leo by an Unconditional Guarantee in the

form of Exhibit D attached hereto and made a part hereof (the "Guarantee").



     3.  (a) The Purchaser has had the right to conduct such investigation of

the business, operations, financial condition, licensing status and pending

litigation of and/or  affecting  Raceway  and/or the  Securities as Purchaser

deemed necessary or appropriate.



         (b)  (i) Purchaser does hereby expressly acknowledge and confirm

that any and all of the information and/or materials provided to it or its

representatives, as the case may be, by the Seller and/or Raceway with

respect to the Securities and/or the assets, business and operations of

Raceway not otherwise described in the filings made by the Seller and/or

Raceway pursuant to the Securities Exchange Act of 1934, as amended

("Exchange Act") prior to the date hereof (hereinafter collectively the

"Materials") are the proprietary business properties and assets of Raceway

and/or the Seller, as the case may be, and have been disclosed to the

Purchaser and/or its representatives in a confidential relationship and

solely for the limited purposes and utilization herein contained;



              (ii) Purchaser does hereby expressly represent, warrant,

covenant and agree (which representations, warranties, covenants and

agreements shall be and be deemed to be continuing and survive the execution

and delivery of this Agreement) as follows:



                   (A) It shall utilize the Materials, any physical

representation of the Materials and/or any of the information contained on or

in the Materials solely in connection with the proposed acquisition by the

Purchaser of the Securities and for no other purpose;



                   (B) It shall not distribute or make available, or cause or

permit another to distribute or make available to any person or entity any of

the Materials, any physical representations of the Materials and/or any of

the information contained on or in the Materials;



                   (C) It shall not utilize, or cause or permit another to

utilize any of the Materials (including any physical representation of the

Materials and/or any of the information therein contained) for any purpose

other than in connection with the proposed acquisition of the Securities by

the Purchaser; and



<PAGE>



                   (D) It shall deliver to the Seller and/or Raceway, as the

case may be, any and all of the Materials and/or copies or physical

representations of the Materials and/or the information therein contained

received from or with respect to the Seller and/or Raceway within 24 hours of

the request therefore made by such party if the proposed acquisition of the

Securities by the Purchaser is abandoned by either party hereto and/or not

consummated; provided however that its obligations under this Paragraph 3

hereof shall survive any such delivery.



         (c) Anything in this Agreement, the Exchange Act and/or law to the

contrary notwithstanding, none of the Seller, Shawn or Victoria shall: (i) be

deemed to have furnished, distributed or provided to the Purchaser the

Materials and/or any of the information with respect to Raceway therein

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC