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 therefor

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 contained and/or

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