Preview | Secured Promissory Note |

FOR VALUE RECEIVED, the undersigned Mid-State Raceway, Inc., a New York corporation and Mid-State Development Corporation, a New York corporation (collectively the ?Payor?) hereby unconditionally promise to pay to the order of All Capital, LLC, a Nevada limited liability company (the ?Payee?) at 18 Strand Street, Frederiksted, VI 00841, or at such other place as the Payee may hereafter designate, the principal sum of Three Million Sixty Five Thousand Seven Hundred Eighty Four ($3,065,784) Dollars on or before the Maturity Date (as defined below), together with interest (calculated on the basis of a 360 day year and the actual number of days elapsed on the unpaid principal balance from time to time outstanding, computed from the date hereof until maturity, at a per annum rate equal to the Interest Rate (as defined below).

1. This Secured Promissory Note (?Note?) is the ?Participation New Note? referred to in that certain Third Modified Amended Joint Plan Of Reorganization Proposed By the Payor and Vernon Downs Acquisition, LLC dated September 13, 2005 (the ?Plan?). Capitalized and defined terms not otherwise defined herein shall have the meanings ascribed to them in the Mortgage and Plan. This Note is secured by a first priority Mortgage encumbering the Mortgaged Property (as defined below) and first priority Security Agreements granting a security interest in the Collateral (as defined below). The Mortgaged Property and the Collateral secure and will secure this Note on a pari passu basis with that certain ?Vestin Mortgage Note? which is the ?New Note? referred to in the Plan. In addition to the terms defined in the Mortgage, Plan and/or elsewhere herein, the following terms shall have the following meanings:

(a) ?Collateral? shall mean and be all of the tangible and intangible personal property of the Payor of every kind and character whatsoever, whether now owned or hereafter acquired, including, without limitation, all goods and equipment, machinery, fixtures, vehicles, inventory, merchandise, raw materials, parts, supplies, packing and shipping materials, work in progress and finished products, all contract rights and general intangibles, accounts, royalties, license rights, documents, cash, deposit accounts, securities, investment property, financial assets, letters of credit, certificates of deposit, instruments and chattel paper and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof, but excluding any Excluded Assets as defined in the Mortgage and, if applicable, any Conditionally Excluded Assets as defined in the Mortgage;

(c) ?Interest Rate? shall mean and be (1) 9% per annum, prior to the earlier to occur of an Event of Default or the Maturity Date, and (2) the Default Rate subsequent to the earlier to occur of an Event of Default or the Maturity Date; provided, however that in no event may the Interest Rate exceed the Maximum Rate;