SECURED PROMISSORY NOTE



$4,000,000                                                     April 10, 2004



     FOR VALUE RECEIVED, at the times hereinafter stated, the undersigned,

RACEWAY VENTURES, LLC, a Florida limited liability company (the "Borrower")

promises to pay to ALL CAPITAL, LLC, a Nevada limited liability company, or

order (the "Lender"), at 1055 East Tropicana Avenue, Suite 700, Las Vegas,

Nevada 89119, or at such other place as the holder hereof may from time to

time designate in writing, in legal tender of the United States of America,

the principal sum of Four Million Dollars ($4,000,000)(the "Loan"), with

interest from the date hereof on the unpaid principal balance from time to

time outstanding, at the rate of nine percent (9%) per annum (the "Interest

Rate").  All interest shall be computed on the basis of a 360-day year and

actual days elapsed.



     Interest shall accrue and be payable to Lender on demand on all fees,

costs and advances due and payable to Lender and on all unpaid interest due

and payable to Lender.



     Although interest will accrue from the date of this Note at the

Interest Rate, interest shall be due and payable at the rate of only One and

Seventy-Five/100's percent (1.75%) per annum in monthly installments

commencing on the first day of the first calendar month following the date of

this Note and on the same day of each and every successive month thereafter

until the twenty-ninth (29th) day following the date that the State of New

York authorizes Mid-State Raceway, Inc., a New York corporation, or its

successors or assigns, to operate video lottery terminals for gaming by adult

members of the general public at Vernon Downs Racetrack in Vernon, New York.

The date that the State of New York authorizes Mid-State Raceway, Inc. or its

successors or assigns to operate video lottery terminals for gaming by adult

members of the general public at Vernon Downs Racetrack in Vernon, New York

is hereinafter referred to as the "VLT Commencement Date." Commencing on the

thirtieth (30th) day following the VLT Commencement Date and on the same day

of each and every successive month thereafter, interest accrued during the

preceding month shall be due and payable on a current basis at the Interest

Rate. In addition, commencing on the thirtieth (30th) day following the VLT

Commencement Date and on the same day of each and every successive month

thereafter for the next three months, twenty-five percent (25%) of the excess

of (i) all of the interest accrued from the date of this Note at the Interest

Rate, over (ii) all of the interest payable to Lender on a current basis

prior to the thirtieth (30th) day following the VLT Commencement Date, shall

be due and payable to Lender. The entire unpaid balance of principal and all

accrued and unpaid interest shall be due and payable in full on the five

hundred forty eighth (548th) day following the date of this Note (the

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