SECURED PROMISSORY NOTE



$3,000,000                                                        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 Three Million Dollars ($3,000,000) (the "Loan"), with interest

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

outstanding, at the rate of One and Seventy-Five/100's percent (1.75%) 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.



         Interest shall accrue and shall not be payable on a current basis until

the thirtieth (30th) 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 "Maturity

Date"). The entire unpaid principal balance and all accrued interest shall be

due and payable in full on the Maturity Date.



         This Note is secured by, among other instruments, a Stock Pledge and

Security Agreement (the "Stock Pledge Agreement") of even date herewith from

Borrower, as Pledgor, to Craig D. Burr, Esq., as Pledge Holder (identified in

the Stock Pledge and Security Agreement of even date), for the benefit of

Lender, encumbering, among other things, the interest of Borrower in certain

shares of common stock and warrants of Mid State Raceway, Inc., a New York

corporation.



         Borrower shall have the right to prepay the Loan without penalty in

whole or in part upon not less than one (1) days prior written notice to Lender.

Upon any such prepayment, Borrower shall also pay all accrued interest. All

payments on this Note shall be applied first to fees, costs, and advances due

and payable to Lender under this Note or under any of the other documents

evidencing or securing the Loan; second to the payment of accrued interest; and

third to the payment of principal of the Loan.



         If any fees, costs, expenses or advances are due and payable to Lender

under this Note or any of the other documents evidencing or securing the Loan,

such fees, costs and advances shall bear interest at the Default Rate (as

hereinafter defined). If interest is unpaid, it shall bear interest at

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