MID STATE RACEWAY INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>l06942aexv10w9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<PAGE>


                                                                    Exhibit 10.9

                        FIRST AMENDMENT TO LOAN AGREEMENT


                  FIRST AMENDMENT TO LOAN AGREEMENT Dated June 30, 2003 between
and among Mid-State Raceway, Inc. ("Raceway"), Mid-State Development Corporation
("Development" and Raceway and Development collectively the "Borrower") and All
Capital LLC (the "Lender").

                                   WITNESSETH

                  WHEREAS, on January 29, 2003 the Borrower and Lender entered
into a Loan Agreement with respect to a certain $18,000,000 loan (the "Loan
Agreement"); and

                  WHEREAS, the Borrower and Lender desire to amend the Loan
Agreement upon the terms and conditions herein below set forth.

                  NOW THEREFORE, in consideration of the premises and the terms,
covenants and conditions hereincontained, the parties hereto do hereby agree as
follows:

1.       Subject to the terms and conditions of this agreement ("Agreement") and
         irrespective of the repayment in whole or in part of the Loan described
         in the Loan Agreement, the term or the management agreement and
         management fee described in subparagraph 4(b)(xii)(F) of the Loan
         Agreement shall commence on January 29, 2003 and shall terminate on
         December 31, 2004.

2.       In consideration of the limitation of the term as described in
         Paragraph I hereof, the Borrower shall pay to or for the benefit and
         direction of the Lender the sum of $30,000.

3.       Until the later of (a) such time as the Borrower has repaid in full all
         present and/or future loans, financial accommodations and/or credits
         made or granted to or for the benefit of the Borrower by the Lender,
         its parent, any of its subsidiaries and/or Shawn A Scott, or (b) the
         expiration of all Warrants currently held by the Lender, the Lender
         shall be entitled to designate and Raceway shall cause to be elected 6
         nominees to the Board of Directors of Raceway. The Lender shall have
         the right to unilaterally renounce in whole or in part and/or on a
         permanent or temporary basis its rights pursuant to this Paragraph 3.

4.       Except as herein expressly provided to the contrary the Loan Agreement
         and all documents and instruments therein defined as "Loan Documents"
         are hereby expressly ratified and shall remain in full force and
         effect.

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                  IN WITNESS WHEREOF, the parties hereto have hereunto executed
this Agreement as of the 10th day of April, 2004.

                                           Mid-State Raceway, Inc.


                                           By: /s/ William B. Thornton


                                           Mid-State Development Corporation

                                           By: /s/ William B. Thornton


                                           All Capital LLC


                                           By: /s/ Shawn Scott

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