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                                                                   Exhibit 10.8

                                Vestin Mortgage




                                 April 9, 2004

Raceway Ventures, LLC
5300 NW 12th Ave. Suite 1
Ft. Lauderdale, Florida 33309


Re:      Vestin Mortgage, Inc. ("Vestin") with Mid-State Raceway, Inc. and
         Mid-State Development Corporation (collectively "Borrower")

Gentlemen:

                  Reference is hereby made to that certain Loan Agreement dated
June 30, 2003, as amended (the "Loan Agreement"), the Consolidated Secured
Promissory Note in the amount of $26,000,000 issued pursuant to the Loan
Agreement (the "Note") and the mortgage, security and other documentation
executed pursuant to the terms and conditions of the Loan Agreement and/or the
Note (the "Ancillary Documents", and the Loan Agreement, Note and Ancillary
Documents collectively referred to herein as the "Loan Documents").

                  In connection with your proposed acquisition (the
"Acquisition") of all of the shares of capital stock of Mid-State Raceway, Inc.
("Raceway") and warrants to purchase shares of the capital stock of Raceway
owned by All Capital LLC and Victoria Scott you are hereby advised that:

         1.       The outstanding principal balance of the Note as of April 9,
                  2004 is $25,916,254.15; and as of April 10, 2004 -- there
                  was no interest required to be paid pursuant to the Note
                  which had not been paid;

         2.       Assuming that the closing of the Acquisition is consummated on
                  or before April 9, 2004, there will be no default in payment
                  of principal, interest or other sums payable to Vestin as of
                  April 9, 2004 pursuant to any of the Loan Documents;

         3.       Based upon the current conscious awareness of Daniel Stubbs,
                  but not based on any review of files or other investigation by
                  Vestin, Vestin is not aware of any non-monetary
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                  default(s) pursuant to the Loan Documents as of April 9,
                  2004;

         4.       Subject to the provisions of Paragraph 5 hereof, if there is a
                  non-monetary default pursuant to the Loan Documents as of
                  April 9, 2004, Vestin will give the Borrower written notice
                  and at least 10 days opportunity to cure before charging any
                  late fees or default interest and/or pursuing any remedies or
                  rights arising as a result of that non-monetary default; and

         5.       During the period from the date of the consummation of the
                  closing of the Acquisition to the date upon which video
                  terminal lottery operations commence at Vernon Downs Vestin
                  shall not exercise any rights IT may have with respect to any
                  non-monetary default under the Loan Documents provided that
                  all of the obligations of the Borrower under the Loan
                  Documents for the payment of principal, interest, real estate
                  taxes and insurance premiums are timely and fully satisfied.

                                    Very truly yours,


                                    Vestin Mortgage, Inc.


                                    By: /s/ Daniel B. Stubbs