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

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