Exhibit 10.5

                         CAPITAL CONTRIBUTION AGREEMENT

      This  Agreement,  dated as of November 14,  2005,  between  SOUTHERN  TIER
ACQUISITIONS, LLC, a New York limited liability company, having an office at 125
Park Avenue,  New York, NY 10017 (the "Southern  Tier") and TRACKPOWER,  INC., a
Wyoming  corporation,  having an office at 67 Wall  Street,  New York,  NY 10005
("TrackPower").

                                   WITNESSETH:

      WHEREAS,  a limited  liability  company was formed in accordance  with the
provisions of the New York Limited Liability Company Law under the name of Tioga
Downs  Racetrack,  LLC (the "Company")  pursuant to the Articles of Organization
filed on May 26, 2004, with the New York State Department of State. An Operating
Agreement  of the Company  was  entered  into as of  September  1, 2004,  by the
Company's members, Southern Tier and TrackPower.

      WHEREAS, the parties made certain capital contributions to the Company and
the parties wish to equalize their respective capital contributions.

      WHEREAS, the parties wish to enter into a certain  contribution  agreement
(the "Contribution Agreement") among Southern Tier, TrackPower,  Nevada Gold New
York,  Inc., a New York  corporation  ("Nevada  Gold") and  American  Racing and
Entertainment,  LLC, a New York limited liability company  ("American  Racing"),
whereby  Southern Tier and TrackPower  will contribute all of their interests in
the Company to American Racing.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      1. The parties  acknowledge that Southern Tier owns fifty percent (50%) of
the membership  interests of the Company and TrackPower owns fifty percent (50%)
of the membership interest of the Company.

      2. As of the date hereof,  Southern Tier has made capital contributions to
the  Company in the amount of  $4,337,147.76  and  TrackPower  has made  capital
contributions  to the Company in the amount of  $2,638,466.85,  totaling capital
contributions of $6,975.614.61.

      3.  The  parties  hereto   acknowledge  that  TrackPower,   Southern  Tier
Acquisition II LLC ("Southern  Tier II") and Nevada Gold are about to enter into
a certain Operating  Agreement of American Racing.  Pursuant to the terms of the
Operating  Agreement of American  Racing,  TrackPower  shall receive  credit for
capital  contributions in the amount of $3,487,807.30 and Southern Tier II shall
receive credit for capital contributions in the amount of $3,487,807.30.

      4.  TrackPower  acknowledges  that  Southern  Tier has  heretofore  made a
capital call in the amount of Eight Hundred  Forty Nine  Thousand  Three Hundred
Forty One Dollars ($849,341) pursuant to the terms of the Operating Agreement of
the  Company.  On or  before  December  31,  2005,  time  being of the  essence,
TrackPower  shall pay directly to Southern  Tier the sum of Eight  Hundred Forty
Nine Thousand Three Hundred Forty One Dollars  ($849,341) by official bank check

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pursuant to the terms of a certain note (the "Note)  attached  hereto as Exhibit
A. Southern Tier shall have the sole right to retain the payment pursuant to the
Note for Southern  Tier's own account and such payment shall not be  contributed
to the Company or to American Racing.

      5. A. In the event that TrackPower fails or refuses,  for any reason or no
reason,  to make the payment in accordance  with the terms of the Note,  then in
such event there shall be a dilution of TrackPower  with respect to TrackPower's
membership  interests in American  Racing and  TrackPower's  capital  account of
American Racing, and such dilution shall be determined as follows:

      TrackPower's  percentage of the  membership  interests of American  Racing
shall be decreased by an amount which is arrived at by  multiplying  one hundred
fifty percent (150%) times a fraction,  the numerator of which is the amount due
by TrackPower under the Note (i.e. $849,341) and the denominator of which is the
amount  of  TrackPower's  initial  capital  contribution  (i.e.  $2,638,466.85).
Simultaneously,  Southern Tier II's  percentage of the  membership  interests of
American Racing shall be increased by the same amount.

      B. Notwithstanding the foregoing,  if after such dilution and reduction of
TrackPower's percentage of membership interests of American Racing, TrackPower's
percentage  of membership  interests in American  Racing falls to or below fifty
percent (50%) of TrackPower's  initial percentage of membership interests as set
forth in  Section  3.1 of the  Operating  Agreement  of  American  Racing,  then
Southern  Tier  II (or its  designee)  shall  have  the  sole  right  by  notice
("Purchase  Notice") to purchase  all of  TrackPower's  membership  interests of
American  Racing,  at an  amount  equal  to the  remaining  capital  account  of
TrackPower  after  such  dilution  and  reduction  of  TrackPower's   membership
interest,  as aforesaid,  in the event that a determination  is made to exercise
the right to purchase  according to the terms and  conditions  of the  Operating
Agreement  of  American  Racing.  Any  such  dilution,  as well as the  right to
purchase as set forth in this Paragraph,  shall be acknowledged and agreed to by
American  Racing and by Nevada Gold by the  execution of this  Agreement by such
parties.

      6. In order to secure the payment of the Note, TrackPower hereby grants to
Southern Tier a pledge of all of TrackPower's  membership  interests in American
Racing,  on the terms and conditions set forth in the Pledge Agreement  attached
hereto as Exhibit B. Southern Tier shall have a first and only security interest
and pledge of TrackPower's  membership  interest in American Racing, not subject
to any other lien, or to any restrictive  agreement or encumbrance.  Such pledge
shall be  acknowledged  and agreed to by  American  Racing  and by Nevada  Gold.
Southern Tier shall have the right to file  financing  statements and TrackPower
shall execute and deliver any financing  statements and other documents pursuant
to the Uniform Commercial Code, as requested by Southern Tier.

      7. Upon the  execution  of this  Agreement,  TrackPower  shall  deliver to
Southern Tier, the following:

      A. The Note.

      B. The Pledge Agreement.

      C. UCC Financing Statements.

      8. The occurrence of one or more the following  events shall constitute an
event of default under this Agreement:

            A. The  nonpayment of any amount when the same shall have become due
and payable under the Note.

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            B. Any misrepresentation or default under the Pledge Agreement.

            If there is any event of default  hereunder,  the Note shall  become
immediately  due and payable and such default  shall  constitute a default under
the Pledge Agreement.

      9. Any notices  permitted or required under this Agreement shall be deemed
given upon the date of personal delivery or 48 hours after deposit in the United
States mail, postage fully prepaid,  return receipt requested,  addressed to the
parties at their  respective  addresses set forth above, or at any other address
as any party may,  from time to time,  designate by notice  given in  compliance
with this section.

      10. The parties have been  represented by separate and  independent  legal
counsel in connection  with this  Agreement.  TrackPower  represents that it has
been represented by The Towne Law Offices, P.C. Southern Tier represents that it
has  been  represented  by  Goldberg  Weprin  & Ustin  LLP.  Both  parties  have
participated  in the drafting of this Agreement and this Agreement  shall not be
construed  against any party due to the fact that this  Agreement was drafted by
said party.

      11. If any term or provision of this Agreement or the application  thereof
to any person or circumstance  shall to any extent be invalid or  unenforceable,
the remainder of this Agreement or the  application of such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and be permitted by law.

      12. This Agreement  shall be governed by and construed in accordance  with
the  laws of the  State  of New  York.  IN ANY  JUDICIAL  PROCEEDING  INVOLVING,
DIRECTLY OR INDIRECTLY,  ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT,
TRACKPOWER HEREBY IRREVOCABLY  SUBMITS TO THE NON-EXCLUSIVE  JURISDICTION OF ANY
STATE OR FEDERAL  COURT  LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW YORK AND
AGREES  NOT TO RAISE ANY  OBJECTION  TO SUCH  JURISDICTION  OR TO THE  LAYING OR
MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY.

      13. This Agreement may be executed in several counterparts,  each of which
shall be deemed an original and together constitute one and the same agreement.

      14. No waiver by either  party of any  failure or refusal to comply by the
other with its  obligations  shall be deemed a waiver of any other or subsequent
failure or refusal to so comply.

      15.  This  Agreement  and  the  various  rights  and  obligations  arising
hereunder  shall inure to the benefit of and be binding upon the parties  hereto
and the heirs,  executors,  administrators,  successors and permitted assigns of
the respective parties.

      16. Each of the parties  hereto  shall take such  further acts and execute
such documents as may be reasonably  required to carry out the intentions of the
parties and facilitate the consummation of this Agreement.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                            TRACKPOWER, INC.

                                            By:
                                               --------------------------
                                               Edward M. Tracy, President

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