SCIOTO DOWNS INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>9
<FILENAME>l01432aexv10w5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>
                                  EXHIBIT 10.5


                                 PROMISSORY NOTE

$1,000,000.00                                               May 5, 2003

        FOR VALUE RECEIVED, the undersigned, Scioto Downs, Inc., an Ohio
corporation, with offices at 6000 South High Street, Columbus, OH 43207
(hereinafter referred to as "Maker"), promises to pay to the order of MTR Gaming
Group, Inc., a Delaware corporation (hereinafter referred to as "Payee," which
term shall include any holder hereof), at its principal place of business at
State Route 2, P.O. Box 356, Chester, WV 26034, or at such other place as Payee
may designate, the principal sum of One Million Dollars ($1,000,000.00), or so
much thereof as may be advanced by Payee to Maker from time to time, together
with all charges herein provided and interest on the unrepaid advances of said
principal sum from date of disbursement by Payee, payable in cash at the rates
and in the manner hereinafter set forth.

                                    ARTICLE I
                                   DEFINITIONS

        1.1     The following terms wherever used in this Note shall have the
following meanings:

        "Default Rate of Interest" shall mean the rate equal to the Interest
Rate plus four percent (4%) per annum.

        "Interest Rate" shall mean the rate equal to the rate of interest that
would by paid by the Payee pursuant to the Third Amended and Restated Credit
Agreement dated March 28, 2003 by and between Payee and its subsidiaries as the
Borrowers, Wells Fargo Bank, National Association as the Agent Bank, Swingline
Lender and L/C Issuer, and the Lenders referenced therein (the "Wells Fargo
Credit Agreement").

        "Loan Agreement" shall mean the Loan Agreement of even date hereof.

        "Loan Documents" shall collectively mean this Note, the Loan Agreement,
the Mortgage, and any other instrument, affidavit, certificate, or document
heretofore, now or hereafter given by Maker in connection with the loan
evidenced by this Note.

        "Management Agreement" shall mean the agreement of even date herewith
between the Maker and the Payee pursuant to which the Payee shall manage the
businesses of the Maker.

        "Mara" shall mean Mara Enterprises, Inc., an Ohio corporation.

        "Maturity Date" shall mean December 31, 2003.

        "Merger Agreement" shall mean the Merger Agreement entered into as of
December 23, 2002, as amended, by and between the Payee, Maker and Racing
Acquisition, Inc. (a wholly owned subsidiary of the Payee) pursuant to which
Payee would acquire all of the issued and outstanding shares of the Maker.


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        "Mortgage" shall mean that certain Open-End Mortgage, Security Agreement
and Financing Statement of even date herewith, given by Maker to Payee and
encumbering the approximately 173 acre parcel of land in the State of Ohio,
County of Franklin, and Township of Hamilton, as more fully described in the
Mortgage (the "Scioto Property").

        "Note" means this Promissory Note.

        "Option Agreement" shall mean the Option Agreement of even date
herewith, or of substantially even date herewith, pursuant to which Mara granted
to the Maker an option to purchase the approximately 37 acre parcel of land,
adjacent to the Scioto Property, in the State of Ohio, County of Franklin, and
Township of Hamilton, as more fully described in the Option Agreement.

                                   ARTICLE II
                                    ADVANCES

        2.1     Payee shall, from time to time, make advances of principal to
the Maker subject to the limitation that the aggregate principal amount of such
advances shall not exceed One Million Dollars ($1,000,000.00).

        2.2     Payee's obligation to make advances of principal is subject to
the terms and conditions set forth in Section 5 of the Loan Agreement.

                                   ARTICLE III
                       PAYMENTS OF PRINCIPAL AND INTEREST

        3.1     All advances of the principal sum of this Note will bear
interest at the Interest Rate, unless the Default Rate of Interest is
applicable, from date of disbursement by Payee until repaid and shall be finally
due and payable on the Maturity Date.

        3.2     All principal and all accrued and unpaid interest shall be due
and payable in full on the Maturity Date. Subject to Section 5.2, no accrued
interest shall be due prior to the Maturity Date.

                                   ARTICLE IV
                                   PREPAYMENT

        4.1     The privilege is hereby reserved by Maker to prepay the
outstanding principal balance of this Note in whole or in part at any time and
from time to time without premium or penalty.

                                    ARTICLE V
                                     DEFAULT

        5.1     The term "Event of Default" shall mean the occurrence of any one
or more of the following:

        (a)     A failure by Maker to make any payment of principal or interest
        or any combination


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        thereof on this Note when due;

        (b)     The occurrence of any default by Maker pursuant to the terms of
                the Mortgage (subject to any applicable cure period).

        (c)     The occurrence of any default by Maker pursuant to the terms and
                conditions of the Merger Agreement (subject to any applicable
                cure period).

        (d)     The occurrence of any default by Mara pursuant to the terms and
                conditions of the Option Agreement (subject to any applicable
                cure period).

        (e)     Any default by Maker under the Loan Agreement (subject to any
                applicable cure period).

        (f)     Any other default by Maker under the Loan Documents (subject to
                any applicable cure period).

        (g)     Any default by Maker under the Management Agreement (subject to
                any applicable cure period).

        5.2     Upon the occurrence of any Event of Default, the entire unpaid
balance of principal and interest evidenced by this Note, together with all sums
of money advanced by Payee in accordance with the terms of any one or more of
the Loan Documents (the foregoing being hereinafter collectively referred to as
the "Indebtedness") shall thereupon bear interest at the Default Rate of
Interest, and at the option of Payee, all the Indebtedness together with
interest thereon at the Default Rate of Interest shall immediately become due
and payable ("Acceleration") without demand made therefor and without notice to
any person, notice of the exercise of said option being hereby expressly waived,
and Payee shall have all remedies under law and equity to enforce the payment of
all of the Indebtedness, time being of the essence of this Note.

                                   ARTICLE VI
                                  MISCELLANEOUS

        6.1     The failure of Payee to exercise any option herein provided upon
the occurrence of any Event of Default shall not constitute a waiver of the
right to exercise such option in the event of any continuing or subsequent Event
of Default. Maker hereby agrees that the maturity of all or any part of the loan
evidenced hereby may be postponed or extended and that any covenants and
conditions contained in this Note or in the Mortgage may be waived or modified
without prejudice to the liability of Maker on said Note or Mortgage.

        6.2     Presentment for payment, notice of dishonor, protest, notice of
protest and diligence in bringing suit against any party hereto are hereby
waived by Maker. Maker hereby waives all relief from any and all appraisement or
exemption laws now in force or hereafter enacted.

        6.3     This Note is secured by the Mortgage.

        6.4     The obligations evidenced or created by this Note, as well as
all waivers of rights by


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Maker contained herein shall effectively bind and be the obligations and waivers
of any and all others who may at any time become liable for the payment of all
or any part of this Note, including, without limitation, all indorsers and
guarantors.

        6.5     If any provision (or any part of any provision) contained in
this Note shall for any reason be held or deemed to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision (or remaining part of the affected
provision) of this Note, and this Note shall be construed as if such invalid,
illegal or unenforceable provision (or part thereof) had never been contained
herein and the remaining provisions of this Note shall remain in full force and
effect.

        6.6     Maker hereby agrees to pay to Payee all reasonable costs of
collecting and securing, and of attempting to collect and to secure this Note
and to foreclose the Mortgage, including, without limitation, reasonable
attorneys' fees, appraisers' fees, court costs, notice charges and title
insurance charges, whether such attempt be made by suit, in bankruptcy, or
otherwise; and said costs and any other sums due Payee by virtue of this Note
may be included in any judgment or decree rendered.

        6.7     MAKER AND PAYEE BY ACCEPTANCE HEREOF HEREBY VOLUNTARILY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN
PAYEE AND MAKER ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN MAKER AND PAYEE IN CONNECTION WITH THE LOAN
DOCUMENTS, THIS NOTE, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS PROVISION IS A
MATERIAL INDUCEMENT TO PAYEE TO ENTER INTO THE FINANCING TRANSACTION. IT SHALL
NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY PAYEE'S ABILITY TO PURSUE
ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR
COGNOVIT PROVISION CONTAINED IN THE LOAN DOCUMENTS, THIS NOTE OR ANY OTHER
DOCUMENT OR AGREEMENT RELATED HERETO.

        6.8     Maker hereby authorizes any attorney-at-law to appear in any
court of record in the State of Ohio or in any other state or territory of the
United States at any time after this Note becomes due, whether by Acceleration
or otherwise, to waive the issuing and service of process, and to confess
judgment against Maker in favor of Payee for the amount due together with
interest, expenses, the costs of suit and reasonable counsel fees, and thereupon
to release and waive all errors, rights of appeal and stays of execution. Such
authority shall not be exhausted by one exercise, but judgment may be confessed
from time to time as any sums and/or costs, expenses or reasonable counsel fees
shall be due, by filing an original or a photostatic copy of this Note. Maker
waives any right to move any court for an order having any attorney or firm
representing Payee removed or disqualified as counsel for Payee as a result of
such attorney or firm confessing judgment against Maker in accordance with this
Section 6.8. Maker hereby expressly waives any conflicts of interest that may
now or hereafter exist as a result of any attorney representing Payee confessing
judgment against Maker and expressly consents to any attorney representing Payee
or to any other attorney to confess judgment against Maker in accordance with
this Section 6.8. Maker hereby further consents


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and agrees that Payee may pay any attorney confessing judgment against Maker in
accordance with this Section 6.8, a reasonable fee for confessing judgment and
that any fees so paid may be included in the amount of such judgment.

        6.9     This Note is delivered in the State of Ohio and is to be
governed by and construed in accordance with the laws of the State of Ohio
without reference to choice of laws rules.

        6.10    THE MAKER REPRESENTS AND AGREES that (i) the loan to be
disbursed under this Note is an exempt transaction under the Truth in Lending
Act, 15 U.S.C. Section 1601, et. seq.; and (ii) constitutes a business loan.


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WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR.
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MAKER

Scioto Downs, Inc.
an Ohio corporation



---------------------------
By:  Edward T. Ryan
President




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