STOCK PLEDGE AND SECURITY AGREEMENT



         THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Stock Pledge

Agreement"), dated as of April 10, 2004, is executed by and among Racing

Ventures, LLC, a Florida limited liability company, having an address at 5300

N.W. 12 Avenue, Fort Lauderdale, Florida 33309 ("Pledgor"); ALL CAPITAL, LLC, a

Nevada limited liability company having an address at 1055 East Tropicana

Avenue, Suite 700, Las Vegas, Nevada ("Creditor"); and Craig D. Burr, Esq., an

attorney having an address at 4455 South Pecos Road, Suite A, Las Vegas, Nevada

89121 ("Pledge Holder").



                                    RECITALS



      A. Pledgor owns 469,949 shares of the outstanding common stock of Mid

State Raceway, inc., a New York corporation (the "Company"). Pledgor also owns

warrants to purchase an additional 1,250,000 shares of common stock of the

Company.



      B. Pledgor owes Creditor the principal sum of Seven Million Dollars

($7,000,000) (the "Loan"). The Loan represents a purchase money obligation of

Pledgor to Creditor under a Securities Purchase Agreement between Lender and

Borrower of even date herewith (the "Purchase Agreement"). The Loan is evidenced

by two Secured Promissory Notes (the "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), both dated of even date hereof and executed by Pledgor.



      C. It is a condition precedent to the closing under the Purchase Agreement

that Pledgor pledge and assign the Stock and Warrants (as hereinafter defined)

to Pledge Holder for the benefit of Creditor as security for the Obligations (as

hereinafter defined).



                                    AGREEMENT



      NOW, THEREFORE, in consideration of the above recitals and for other good

and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, Pledgor, Creditor and Pledge Holder hereby agree as follows:



      1. DEFINITIONS AND INTERPRETATION. When used in this Stock Pledge

Agreement, the following terms shall have the following respective meanings:



      "Obligations" shall mean (i) the payment by Pledgor to Creditor of all

indebtedness now or hereafter owed to Creditor by Pledgor in connection with two

Secured Promissory Notes of even date herewith by Pledgor and other parties, as

maker, payable to the order of Creditor, as holder, for the principal sum of

$3,000,000 and $4,000,000 (the "Notes"), the Purchase Agreement, this Stock

Pledge Agreement and all other documents executed by Pledgor and/or any other

makers and/or guarantors of the Notes to evidence or





<PAGE>



secure any indebtedness or obligations to Creditor in connection with the Loan

(all of which documents together with the Notes, the Purchase Agreement and this

Pledge Agreement are hereinafter collectively referred to as the "Loan

Documents"), whether at stated maturity, by acceleration or otherwise, together

with interest thereon, fees, late charges, expenses, indemnification or

otherwise, in connection therewith and extensions, modifications and renewals

thereof, and (ii) the performance by Pledgor of all other obligations and the

discharge of all other liabilities of Pledgor to Creditor and Pledge Holder of

every kind and character, whether direct or indirect, absolute or contingent,

due or to become due, now existing or hereafter arising, joint, several and

joint and several, created under this Stock Pledge Agreement or the other Loan

Documents, as any of the same may be amended or supplemented from time to time,

or under any other agreement in connection with the Loan to which Pledgor and

Creditor are parties, (iii) any and all sums advanced by Creditor or Pledge

Holder in order to preserve the Pledged Securities or preserve the security

interest in the Pledged Securities (or the priority thereof) granted hereby, and

(iv) the expenses of retaking, holding, preparing for sale, selling or otherwise

disposing of or realizing on the Pledged Securities, of any proceeding for the

collection or enforcement of any indebtedness, obligations or liabilities owed

by Pledgor to Creditor or Pledge Holder referred to above, or of any exercise by

Creditor or Pledge Holder of any of their respective rights hereunder, together

with reasonable attorneys' fees and disbursements and court costs.



      "Pledge Holder" shall mean an attorney or law firm duly licensed to

practice law in the State of Nevada with offices in the State of Nevada.



      "Pledged Securities" shall have the meaning given to that term in

Paragraph 2 hereof.



      "Stock" shall mean the 469,949 shares of common stock of the Company that

are being pledged and assigned to Pledge Holder under this Agreement; all shares

of common stock of the Company issued upon exercise of the Warrants; and any

additional shares of common stock of the Company that Pledgor may pledge and

assign to Pledge Holder as agent for the benefit of Creditor under this Stock

Pledge Agreement from time to time.



      "UCC" shall mean the Uniform Commercial Code as the same may, from time to

time, be in effect in the State of Nevada.



      "Warrants" shall mean the warrants to purchase 1,250,000 shares of common

stock of the Company that are being pledged and assigned to Pledge Holder under

this Agreement.



      Unless otherwise defined herein, capitalized terms herein which are

defined in the UCC shall have the respective meanings given to those terms in

the UCC. To the extent the meanings given herein are inconsistent with those

given in the UCC, the meanings given herein shall govern.



      2. PLEDGE. As security for the Obligations, Pledgor hereby pledges and

assigns to Pledge Holder, as agent solely of Creditor and for the sole benefit

of Creditor, and grants to Pledge Holder and Creditor, for the benefit of

Creditor, a security interest in all right, title and interests of Pledgor in

and to the Stock and Warrants and all proceeds thereof, including,







                                       2

<PAGE>



without limitation, stock dividends, stock splits and other similar

distributions thereon, all shares, obligations or securities into which said

securities may be changed or which may be issued upon exercise or in lieu

thereof and all amounts paid in cash or other property as ordinary or

liquidating distributions or dividends or any other securities which hereafter

may be pledged hereunder (all of which together with the Stock and Warrants are

hereinafter collectively referred to as the "Pledged Securities"). In addition,

Pledgor hereby assigns to Creditor, as additional collateral for the obligations

and liabilities of the Pledgor to Creditor and Pledge Holder, the rights to

appoint or elect directors of the Company and the exclusive option to provide

financing to the Company which are more particularly described in Exhibit A

attached hereto and hereby incorporated by reference herein.



      3. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants to

Creditor and Pledge Holder that: (a) the execution, delivery and performance by

Pledgor of this Stock Pledge Agreement are within the properly exercisable

organizational power of Pledgor and have been duly authorized by all necessary

actions on the part of Pledgor; (b) this Stock Pledge Agreement has been duly

executed and delivered by Pledgor and constitutes a legal, valid and binding

obligation of Pledgor, enforceable against it in accordance with its terms,

except as limited by bankruptcy, insolvency or other laws of general application

relating to or affecting the enforcement of creditors' rights generally and

general principles of equity; (c) the execution, delivery and performance of

this Stock Pledge Agreement do not (i) violate any requirement of law,

regulation or statute, (ii) violate any provision of, or result in the breach or

the acceleration of or entitle any Person to accelerate (whether after the

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