Exhibit 10.2

                             CONTRIBUTION AGREEMENT

      THIS CONTRIBUTION  AGREEMENT (this  "Agreement"),  dated as of November 8,
2005,  is entered  into by and among  TrackPower,  Inc.,  a Wyoming  corporation
("TrackPower"),  Southern Tier  Acquisition,  LLC, a New York limited  liability
company  ("Southern  Tier"),  Nevada Gold & Casinos,  Inc., a Nevada corporation
("Nevada Gold") and American Racing and  Entertainment,  LLC, a New York limited
liability  company  ("American  Racing").  The  Parties  to this  agreement  are
collectively referred to as "Parties".

                                    RECITALS

      WHEREAS, the following actions have been taken prior to the date hereof:

      1. TrackPower and Southern Tier formed Tioga Downs Racetrack, LLC ("TDR"),
      which  is 50%  owned  by  TrackPower  and  50%  owned  by  Southern  Tier.
      TrackPower and Southern Tier formed Vernon Downs Acquisition, LLC ("VDA"),
      which is 50% owned by TrackPower and 50% owned by Southern Tier.

      2. On June 21, 2004,  TDR  purchased  the assets  described in Exhibit "A"
      attached  hereto  and  incorporated  herein  for all  purposes  (the  "TDR
      Assets") from Tioga Park, LLC, Chapter 11 Debtor in Possession.

      3.  On  September  13,  2005,  VDA  submitted  a  Third  Modified  Amended
      Disclosure  Statement in the Bankruptcy Court for the Northern District of
      New York relating to the Chapter 11 Petition  filed by Mid-State  Raceway,
      Inc. and  Mid-State  Development  Corporation,  and VDA has paid legal and
      consulting  fees in the  amount  of  $321,360  and has  made  loans to the
      debtor-in-possession of $1,889,000 ($475,000 of which was funded by a loan
      from Nevada Gold to TDR) (the "VDA Assets").

      4. On September  8, 2005,  Nevada Gold made a loan to TDR in the amount of
      $1,125,000, of which $1,001,550 in principal is currently outstanding, and
      has agreed to make capital  contributions  to American Racing in an amount
      equivalent to the cash equity  contributed by TrackPower and Southern Tier
      to VDA and TDR as more  particularly  provided in the Operating  Agreement
      for American Racing (the "Nevada Gold Asset").

      WHEREAS, at the Effective Time, each of the following matters shall occur:

      1. TrackPower  will contribute its 50% ownership  interests in TDR and VDA
      (the  "TrackPower  Interests")  to American  Racing in exchange  for a 25%
      ownership  interest  in  American  Racing to be held by  TrackPower  or an
      affiliate of TrackPower.

      2. Southern Tier will  contribute  its 50% ownership  interests in TDR and
      VDA (the "Southern Tier  Interests") to American  Racing in exchange for a
      25% ownership  interest in American  Racing to be held by Southern Tier or
      an affiliate of Southern Tier.

      3. Nevada Gold will contribute the Nevada Gold Asset to American Racing in
      exchange  for a 50%  ownership  interest in American  Racing to be held by
      Nevada Gold or an affiliate of Nevada Gold.

                                       -1-
<PAGE>

      NOW,  THEREFORE,   in  consideration  of  their  mutual  undertakings  and
agreements hereunder, the Parties undertake and agree as follows:

                                    ARTICLE 1

                                  CONTRIBUTION

      Section 1.1  Contribution  by  TrackPower to American  Racing.  TrackPower
hereby contributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to American  Racing,  its successors and assigns,  for its use forever,
all right, title and interest in and to the TrackPower  Interests,  and American
Racing hereby accepts the TrackPower  Interests as a contribution to the capital
of American Racing.

      TO HAVE AND TO HOLD the  TrackPower  Interests unto American  Racing,  its
successors  and  assigns,   together  with  all  and  singular  the  rights  and
appurtenances thereto in anywise belonging,  subject,  however, to the terms and
conditions stated in this Agreement, forever.

      Section 1.2  Contribution  by Southern Tier to American  Racing.  Southern
Tier hereby contributes,  grants, bargains,  conveys,  assigns,  transfers, sets
over and delivers to American  Racing,  its successors and assigns,  for its use
forever,  all right,  title and interest in and to the Southern Tier  Interests,
and American  Racing  hereby  accepts such  interests as a  contribution  to the
capital of American Racing.

      TO HAVE AND TO HOLD the Southern Tier Interests unto American Racing,  its
successors  and  assigns,   together  with  all  and  singular  the  rights  and
appurtenances thereto in anywise belonging,  subject,  however, to the terms and
conditions stated in this Agreement, forever.

      Section 1.3  Contribution by Nevada Gold to American  Racing.  Nevada Gold
hereby contributes, grants, bargains, conveys, assigns, transfers, sets over and
delivers to American  Racing,  its successors and assigns,  for its use forever,
all right,  title and  interest in and to the Nevada Gold  Asset,  and  American
Racing  hereby  accepts  such  interests  as a  contribution  to the  capital of
American Racing.

      TO HAVE AND TO HOLD the  Nevada  Gold  Asset  unto  American  Racing,  its
successors  and  assigns,   together  with  all  and  singular  the  rights  and
appurtenances thereto in anywise belonging,  subject,  however, to the terms and
conditions stated in this Agreement, forever.

                                       -2-
<PAGE>

                                    ARTICLE 2

                               FURTHER ASSURANCES

      Section  2.1  Further  Assurances.  From time to time after the  Effective
Time,  and  without  any further  consideration,  the Parties  agree to execute,
acknowledge and deliver all such additional deeds,  assignments,  bills of sale,
conveyances,  instruments,  notices, releases, acquittances and other documents,
and will do all such other acts and things,  all in accordance  with  applicable
law,  as may be  necessary  or  appropriate  (a) more  fully to assure  that the
applicable Parties own all of the properties, rights, title, interests, estates,
remedies, powers and privileges granted by this Agreement, or which are intended
to be so  granted,  or (b)  more  fully  effectively  to vest in the  applicable
Parties and their respective  successors and assigns beneficial and record title
to the interests  contributed  and assigned by this  Agreement or intended to be
and (c) more fully and  effectively to carry out the purposes and intent of this
Agreement.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

      Section 3.1 Representations of Parties Other than American Racing. Each of
the Parties to this  Agreement  other than  American  Racing (the  "Contributing
Parties")  hereby  represents  and  warrants  to  American  Racing and the other
Parties as follows as of the date of this Agreement:

      (a)   Such Contributing Party has been duly formed or incorporated, as the
            case may be, and is validly existing in good standing under the laws
            of its jurisdiction of formation or  incorporation,  as the case may
            be, with all corporate, limited liability company or partnership, as
            the case may be,  power and  authority  necessary to own or hold its
            properties and conduct the businesses in which it is engaged and, to
            execute  and  deliver  this   Agreement   and  to   consummate   the
            transactions  contemplated hereby, and, as applicable, to assume the
            obligations  and  liabilities  being  assumed by it pursuant to this
            Agreement.

      (b)   Such  Contributing  Party  is duly  registered  or  qualified  to do
            business and is in good standing as a foreign  corporation,  limited
            liability  company  or limited  partnership,  as the case may be, in
            each jurisdiction in which its ownership or lease of property or the
            conduct  of  its   businesses   requires   such   qualification   or
            registration.

      (c)   All corporate,  partnership and limited liability company action, as
            the case may be, required to be taken by such Contributing  Party or
            any  of  their   securityholders,   partners   or  members  for  the
            authorization,  execution  and  delivery of this  Agreement  and the
            consummation of the transactions  contemplated by this Agreement has
            been validly taken.

      (d)   This  Agreement  has been  duly  authorized,  validly  executed  and
            delivered by such  Contributing  Party,  and constitutes a valid and
            legally binding  agreement of such Contributing  Party,  enforceable
            against such Contributing Party in accordance with its terms.

      (e)   None of the (i) the  execution,  delivery  and  performance  of this
            Agreement by such  Contributing  Party, or (ii)  consummation of the
            transaction  contemplated hereby (A) conflicts or will conflict with
            or constitutes or will  constitute a violation of the certificate of
            limited partnership or agreement of limited partnership, certificate
            of formation or limited liability company agreement,  certificate or
            articles  of  incorporation   or  bylaws  or  other   organizational
            documents of such Contributing Party, (B) conflicts or will conflict
            with or constitutes or will  constitute a breach or violation of, or
            a default (or an event  that,  with notice or lapse of time or both,

                                       -3-
<PAGE>

            would  constitute  such a default) under,  any indenture,  mortgage,
            deed  of  trust,  loan  agreement,   lease  or  other  agreement  or
            instrument to which any of such Contributing  Party is a party or by
            which such Contributing Party or any of its properties may be bound,
            (C) violates or will violate any statute,  law or  regulation or any
            order, judgment,  decree or injunction of any Governmental Authority
            or body having  jurisdiction over such Contributing Party, or any of
            its  properties  or assets,  or (D)  results  or will  result in the
            creation or imposition of any lien,  charge or encumbrance  upon any
            property  or assets of such  Contributing  Party,  which  conflicts,
            breaches, violations,  defaults or liens, in the case of clauses (B)
            or (D),  would,  individually  or in the aggregate,  have a material
            adverse  effect  on  (i)  the   transaction   contemplated  by  this
            Agreement,  (ii)  the  business,  properties  or  prospects  of such
            Contributing Party,  whether or not arising from transactions in the
            ordinary  course  of  business  or (iii)  the  ownership  and use by
            American  Racing of the assets and interests  being  transferred  to
            American Racing  hereunder.  "Governmental  Authority" means (i) the
            United  States  of  America,  (ii)  any  state,  province,   county,
            municipality  or other  governmental  subdivision  within the United
            States of America,  (iii) any court or any governmental  department,
            commission,  board, bureau,  agency or other  instrumentality of the
            United  States  of  America,  or of  any  state,  province,  county,
            municipality  or stockholder of the  Contributing  Party or American
            Racing or the assets of the Contributing Parties or American Racing.

      Section 3.2  Representations  of TrackPower.  TrackPower hereby represents
and warrants to American Racing,  Southern Tier and Nevada Gold as follows as of
the date of this Agreement:

      (a)   Immediately   prior  to  the  Effective  Time  of  this   Agreement,
            TrackPower  owns  50%  of  the  issued  and  outstanding   ownership
            interests in each of TDR and VDA;  such  membership  interests  have
            been duly  authorized  and  validly  issued in  accordance  with the
            organizational  documents  agreement  of  each of TDR  and  VDA,  as
            amended  and/or  restated  on or  prior  to the  Effective  Time and
            TrackPower  owns  such  ownership  interests  free and  clear of all
            liens,  encumbrances,  contracts,  liabilities,  security interests,
            equities, charges or claims (collectively, "Liens").

      (b)   The TDR  Assets  and the VDA  Assets are free and clear of all Liens
            except as set forth in Exhibit "B" hereof.

      (c)   As of the Effective  Time,  after giving effect to the  transactions
            contemplated by this Agreement, American Racing will own 100% of the
            issued and outstanding  ownership  interests in TDR and VDA free and
            clear of all Liens.

      Section  3.3  Representations  of  Southern  Tier.  Southern  Tier  hereby
represents  and  warrants  to  American  Racing,  TrackPower  and Nevada Gold as
follows as of the date of this Agreement:

      (a)   Immediately prior to the Effective Time of this Agreement,  Southern
            Tier owns 50% of the issued and outstanding  ownership  interests in
            each of TDR and in VDA;  such  ownership  interests  have  been duly
            authorized and validly issued in accordance with the  organizational
            documents of each of TDR and VDA, as amended  and/or  restated on or
            prior to the Effective  Time and Southern Tier owns such  membership
            interests free and clear of all Liens.

      (b)   The TDR  Assets  and the VDA  Assets are free and clear of all Liens
            except as set forth in Exhibit "B" hereof.

                                       -4-
<PAGE>

      (c)   As of the Effective  Time,  after giving effect to the  transactions
            contemplated by this Agreement, American Racing will own 100% of the
            issued and outstanding  ownership  interests in TDR and VDA free and
            clear of all Liens.

      Section 3.4  Representations of Nevada Gold. Nevada Gold hereby represents
and warrants to American  Racing,  TrackPower and Southern Tier as follows as of
the date of this Agreement:

      (a)   Immediately  prior to the Effective Time of this  Agreement,  Nevada
            Gold is the holder of 100% of the  Nevada  Gold Asset free and clear
            of all Liens.

      (b)   As of the Effective  Time,  after giving effect to the  transactions
            contemplated by this  Agreement,  American Racing will be the holder
            of 100% of the Nevada Gold Asset free and clear of all Liens.

                                    ARTICLE 4

                                 EFFECTIVE TIME

      The  Effective  Time of this  Agreement  shall  be the  date  and  time of
execution of the Operating Agreement of American Racing by Nevada Gold, Southern
Tier, and TrackPower,  or their respective affiliates.  Notwithstanding anything
contained in this Agreement to the contrary, none of the provisions of Article 1
of this  Agreement  shall be operative  or have any effect  until the  Effective
Time, at which time all the provisions of Article 1 of this  Agreement  shall be
effective and operative in accordance  with Article 6, without further action by
any party hereto.

                                    ARTICLE 5

                                 INDEMNIFICATION

      Section 5.1 Indemnification.  Each Party (other than American Racing) (the
"Indemnifying Party") shall and does hereby indemnify,  defend and hold harmless
American  Racing and each other Party and its affiliates,  officers,  directors,
employees,  agents or independent  contractors (the "Indemnified  Persons") from
and against any loss, cost, or damage whatsoever (including reasonable attorneys
fees)  resulting from any breach of the  representations  and warranties made by
the  Indemnifying  Party  under this  Agreement,  or any losses or expenses as a
result of or in connection with any breach of this Agreement.

      Section 5.2. Procedures.

      (a)   Promptly after the assertion of any claim by a third party which may
            give rise to a claim for indemnification  from an Indemnifying Party
            under  this  Agreement,  an  Indemnified  Person  shall  notify  the
            Indemnifying   Party  in  writing  of  such  claim  and  advise  the
            Indemnifying Party whether the Indemnified Person intends to contest
            such claim.

      (b)   The  Indemnified  Person  shall  permit  the  Indemnifying  Party to
            contest and defend against such claim, at the  Indemnifying  Party's
            expense,  if the Indemnifying Party has confirmed to the Indemnified
            Person in  writing  that it agrees  that the  Indemnified  Person is
            entitled  to  indemnification  hereunder  in respect of such  claim,
            unless the Indemnified Person can establish, by reasonable evidence,
            that the conduct of its defense by the  Indemnifying  Party could be
            reasonably  likely to prejudice such  Indemnified  Person due to the

                                       -5-
<PAGE>

            nature of the claims  presented  or by virtue of a conflict  between
            the  interests  of such  Indemnified  Persons and such  Indemnifying
            Party and another  Indemnified Person whose defense has been assumed
            by the Indemnifying  Party.  Notwithstanding  a determination by the
            Indemnifying  Party to contest such claim,  the  Indemnified  Person
            shall  have  the  right to be  represented  by its own  counsel  and
            accountants at its own expense.  In any case, the Indemnified Person
            shall make available to the Indemnifying Party and its attorneys and
            accountants,  at all reasonable  times during normal business hours,
            all books,  records,  and other documents in its possession relating
            to such  claim.  The  party  contesting  any  such  claim  shall  be
            furnished all reasonable  assistance in connection  therewith by the
            other  party  (with  reimbursement  of  reasonable  expenses  by the
            Indemnifying  Party).  If the Indemnifying  Party fails to undertake
            the defense of or to settle or pay any such third-party claim within
            fifteen (15) days after the  Indemnified  Person has given notice to
            the  Indemnifying  Party  advising  the  Indemnifying  Party of such
            claim, or if the  Indemnifying  Party,  after having given notice to
            the  Indemnified  Person that it intends to  undertake  the defense,
            fails  forthwith  to  defend,  settle  or pay such  claim,  then the
            Indemnified  Person may take any and all necessary action to dispose
            of such claim including,  without limitation, the settlement or full
            payment thereof upon such terms as it shall deem appropriate, in its
            sole discretion.

      (c)   The  Indemnifying  Party  shall  not  consent  to the  terms  of any
            compromise or settlement of any  third-party  claim  defended by the
            Indemnifying Party in accordance  herewith (other than terms related
            solely  to  the  payment  of  money   damages  and  only  after  the
            Indemnifying  Party has furnished the  Indemnified  Person with such
            evidence as the  Indemnified  Person may  reasonably  request of the
            Indemnifying   Party's   capacity  and  capability   (financial  and
            otherwise)  to pay promptly the amount of such money damages at such
            times as provided in the compromise or settlement) without the prior
            written  consent  of the  Indemnified  Person if as a result of such
            compromise or settlement such Indemnified  Person could be adversely
            affected.

      (d)   Any claim for  indemnification  under this Agreement  which does not
            result  from  the  assertion  of a claim by a third  party  shall be
            asserted by written  notice given by the  Indemnified  Person to the
            Indemnifying  Party. Such Indemnifying  Party shall have a period of
            thirty  (30)  days  within  which  to  respond   thereto.   If  such
            Indemnifying  Party does not  respond  within  such  thirty (30) day
            period,  such  Indemnifying  Party shall be deemed to have  accepted
            responsibility  to make payment,  and shall have no further right to
            contest the validity of such claim. If the  Indemnifying  Party does
            respond within such thirty (30) day period and rejects such claim in
            whole or in part,  such  Indemnified  Person shall be free to pursue
            such  remedies as may be  available  to such party under  applicable
            laws, regulations, rules or orders.

      Section 5.3 Mitigation.  Each  Indemnifying  Party and Indemnified  Person
shall use  reasonable  efforts and shall consult and  cooperate  with each other
with  a  view  towards  mitigating   claims,   losses,   liabilities,   damages,
deficiencies,   costs  and   expenses   that  may  give   rise  to  claims   for
indemnification.

                                       -6-
<PAGE>

      Section 5.4 Payment. Each Indemnifying Party agrees to pay any amounts due
hereunder (a) within ten (10) days of written notice in respect of its indemnity
obligations  which it has  accepted or which it has been  deemed to accept;  (b)
within  five  (5)  days  of any  final  adjudication  by a  court  of  competent
jurisdiction  of any indemnity  obligations  as to which it has not so accepted;
and (c) as  reasonable  attorneys'  fees and other costs of defense are incurred
and invoiced.

      Section 5.5 Insurance.  The indemnification  provisions of this Article do
not limit an Indemnified Person's right to recover under any insurance policy or
other financial arrangement (including any self-insurance, trust fund, letter of
credit, guaranty or surety). If, with respect to any liability,  any Indemnified
Person receives an insurance or other  indemnification  payment which,  together
with any  indemnification  payment made by the Indemnifying  Party,  exceeds the
amount of such liability,  then such Indemnified  Person will immediately  repay
the  indemnification  payment  (but only to the  extent of such  excess)  to the
Indemnifying Party.

                                       -7-
<PAGE>

                                    ARTICLE 6

                                  MISCELLANEOUS

      Section 6.1  Successors and Assigns.  The Agreement  shall be binding upon
and inure to the  benefit of the  Parties and their  respective  successors  and
assigns.

      Section 6.2 No Third Party Rights.  The  provisions of this  Agreement are
intended to bind the Parties as to each other and are not intended to and do not
create  rights in any other person or confer upon any other person any benefits,
rights  or  remedies  and  no  person  is or is  intended  to be a  third  party
beneficiary of any of the provisions of this Agreement.

      Section 6.3 Counterparts.  This Agreement may be executed in any number of
counterparts,  all of which together shall  constitute one agreement  binding on
the Parties hereto.

      Section 6.4  Governing  Law.  This  Agreement  shall be  governed  by, and
construed in accordance  with,  the laws of the State of New York  applicable to
contracts  made and to be  performed  wholly  within such state  without  giving
effect to conflict of law principles thereof.

      Section 6.5  Severability.  If any of the provisions of this Agreement are
held by any court of  competent  jurisdiction  to  contravene,  or to be invalid
under,  the laws of any  political  body  having  jurisdiction  over the subject
matter hereof,  such contravention or invalidity shall not invalidate the entire
Agreement.  Instead,  this Agreement shall be construed as if it did not contain
the  particular  provision  or  provisions  held to be invalid and an  equitable
adjustment  shall be made and necessary  provision added so as to give effect to
the  intention  of the Parties as  expressed  in this  Agreement  at the time of
execution of this Agreement.

      Section 6.6 Amendment or  Modification.  This  Agreement may be amended or
modified  from time to time only by the written  agreement  of all the  Parties.
Each such instrument  shall be reduced to writing and shall be designated on its
face as an Amendment to this Agreement.

      Section 6.7  Integration.  This Agreement and the  instruments  referenced
herein (including the Operating Agreement) supersede all previous understandings
or agreements among the Parties,  whether oral or written, with respect to their
subject  matter.   This  document  and  such  instruments   contain  the  entire
understanding  of the  Parties  with  respect to the subject  matter  hereof and
thereof. No understanding, representation, promise or agreement, whether oral or
written,  is  intended  to be or  shall  be  included  in or  form  part of this
Agreement  unless it is contained in a written  amendment hereto executed by the
Parties hereto after the date of this Agreement.

      Section 6.8 Bill of Sale; Assignment. To the extent required and permitted
by applicable  law,  this  Agreement  shall also  constitute a "bill of sale" or
"assignment" of the assets and interests referenced herein.

      IN WITNESS  WHEREOF,  this Agreement has been duly executed by the Parties
hereto as of the date first above written.

NEVADA GOLD:

NEVADA GOLD & CASINOS, INC.

                                       -8-
<PAGE>

By:
   -------------------------------------
   H. Thomas Winn, President

TRACKPOWER:

TRACKPOWER, INC.

By:
   -------------------------------------
   John Simmonds
   Chairman

By:
   -------------------------------------
   Ed Tracy
   President and Chief Executive Officer

SOUTHERN TIER:

SOUTHERN TIER ACQUISITION, LLC

By:
   -------------------------------------
   Jeffrey Gural, Manager

AMERICAN RACING:

AMERICAN RACING AND ENTERTAINMENT, LLC

By its Board of Directors:

--------------------------
Ed Tracy

--------------------------
Jeffrey Gural

--------------------------
H. Thomas Winn

--------------------------
Jon Arnesen

                                       -9-
<PAGE>

                                   Exhibit "A"

                             Contribution Agreement

Certain real and personal  property  comprising the race track commonly known as
"Tioga Downs" located at West River Road, Town of Nichols,  County of Tioga, New
York, consisting of four parcels totaling  approximately 145 acres identified as
Tax Map No. 158.00-3-40,  Tax Map No.  158.00-3-51,  Tax Map No. 158.00-3-52 and
Tax Map  No.  158.00-3-53,  together  with  certain  personal  property  used in
connection with said real property,  cash and accounts,  and intangible property
constituting  property of the Chapter 11 Bankruptcy  Estate of Tioga Park,  LLC,
Case No. 03-60078.

                                      -10-
<PAGE>

                                   Exhibit "B"

                             Contribution Agreement

                                      LIENS

                               A. TIOGA CONTRACTS
                              CONSTRUCTION RELATED


1. May 18, 2005                     Contract for Artwork and Theming  Components
                                    for the  interior of the Tioga Downs  Racino
                                    between  Artists  Design  Group and  Newmark
                                    Realty.

2. September 9, 2004                Agreement  between Charles E. Coon and Sons,
                                    Inc.  and  Tioga  Downs  Racetrack  LLC with
                                    regard to rebuilding the 5/8 mile racetrack.

3. November 15, 2004                Proposal  between  Lineburgs   Excavation  &
                                    Paving  and  Tioga  Downs   Racetrack,   LLC
                                    regarding the Race track site work

4.                                  September 10, 2004 Proposal  between  Dennis
                                    Laninger's General  Contracting  Residential
                                    Roofing  Specialist and Tioga Park Downs for
                                    roof re-construction on building

5. December 2, 2004

                                    Agreement and Waiver between Premier Utility
                                    Locating   and  Tioga   Downs   Raceway  for
                                    identifying  the  approximate   location  of
                                    privately  owned  underground  facilities at
                                    the site location

6. May 5,  2005                     AIA Contract  between Tioga Downs Racetrack,
                                    LLC   and   Matco   Electrical   Corporation
                                    (Contractor)  and  McFarland-Johnson,   Inc.
                                    (Architect) for Cable Testing

7.  July 5, 2005                    Estimated  cash  flow  chart  for the  Tioga
                                    Racetrack  project  prepared for Tioga Downs
                                    Racetrack  and prepared by Newmark & Company
                                    Real Estate, Inc.

8. December 15, 2004                Fee Proposal prepared by  McFarland-Johnson,
                                    Inc.  to  provide  mechanical,   electrical,
                                    pluming and fire protection  engineering and
                                    for   Keystone    Associates    to   provide
                                    site/civil  engineering,  and  environmental
                                    for  Tioga  Park   complete   renovation  of
                                    property

9. January 7, 2005                  Proposal  for Traffic  Engineering  Services
                                    prepared by Newmark & Company  Real  Estate,
                                    Inc. for Tioga Park

10.  July  15,  2004                Proposal for  Integration  of Video  Lottery
                                    Terminals  (Architectural,  Interior  Design
                                    and  Theming)  Design  &  Revitalization  of
                                    Tioga Park  prepared by Climans  Green Liang
                                    Architects, Inc.

11. not specified                   Consulting  Agreement  between  Tioga  Downs
                                    Racetrack,   LLC  and  Jerry  Schweibel  for
                                    consulting services

                                      -11-
<PAGE>

12. November 8, 2004                Professional   Service   Agreement   between
                                    Newmark & Co Real Estate, Inc. and Navarro &
                                    Wright   Consulting   Engineers,   Inc.  for
                                    surveying services

13. March 23, 2005                  Agreement   between   owner  and   landscape
                                    architect  between  Newmark &  Company  Real
                                    Estate, Inc. and Trowbridge & Wolf Landscape
                                    Architects  for the Tioga  downs  Racino for
                                    design for landscape

14. December 2004                   Structural   Engineering   Design   Services
                                    Consultant   Agreement   for   Services  for
                                    Development of Video Lottery Gaming Facility
                                    between Newmark & Company Real Estate,  Inc.
                                    and Acres International Corporation.

15. June 28, 2005                   AIA Agreement  between Tioga Downs,  LLC, LP
                                    Ciminelli,  Inc.  and Climans  Green & Liang
                                    Architects   for  new   gaming   and  racing
                                    facility,  including  750 VLTs,  pari-mutuel
                                    and  simulcast   betting   parlors,   buffet
                                    dining, sports bar and multi-function rooms,
                                    new   14,000   sf   paddock   building   and
                                    significant site improvements.

                               B. TIOGA BANKRUPTCY

1. May 28, 2004                     Order  Approving  Disclosure  Statement  and
                                    Confirming   Joint   Chapter   11   Plan  of
                                    Reorganization  for Debtor  Tioga Park,  LLC
                                    together  with  Asolare II, LLC and Southern
                                    Tier Acquisition, LLC.

2. May 17, 2004                     Order   Directing   Combined   Hearing   for
                                    Approval of Disclosure Statement and Hearing
                                    on   Confirmation  of  Chapter  11  Plan  on
                                    Consent  to  Amendment  of  Chapter  11 Plan
                                    Terms  Combined with Notice of  Confirmation
                                    for Tioga  Park,  LLC,  Asolare  II, LLC and
                                    Southern Tier Acquisition, LLC

3. March 10, 2004                   Joint Chapter 11 Plan of  Reorganization  of
                                    Tioga Park, LLC.

4. March 5, 2004                    Disclosure Statement of Tioga Park, LLC

5.                                  Memorandum Agreement [this agreement and the
                                    consulting  agreement  with  Hawkins is null
                                    and void as a result of a settlement between
                                    Tioga Downs Racetrack and the trustee]

6.                                  Assignment of Asolare II, LLC's  interest in
                                    Tioga Downs.

7.                                  Hawkins    Objections   to   the   Plan   of
                                    Reorganization.

8.                                  Proof  of   payment   of   Porter   Concrete
                                    Judgment.

9.                                  Southern Tiers's Escrow account for payments
                                    made by Tioga Park.

10.                                 Satisfaction of Tioga Park mortgage.

11.                                 Satisfaction  of  Assignment  of Tioga  Park
                                    Leases.

12.                                 UCC-3's   filed  by  BSB  Bank  and  Reserve
                                    Capital.

                                      -12-
<PAGE>

                                   C. LAWSUITS

1. June 14, 2005                    All  Vernon  Acquisition,  LLC.  v. New York
                                    State  Division  of the  Lottery  and  Tioga
                                    Downs Racetrack, LLC

2. September 6, 2005                LaMar E. Bell v. Tioga Downs Racetrack, LLC

                         D. GAMING LICENSE APPLICATIONS

1. November 9, 2004                 Racetrack  License  Application  of James T.
                                    Towne, Jr.

2. November 15, 2004                Simulcast  Facility  License  Application of
                                    James T. Towne Jr.

                          E. TIOGA AND VERNON - GENERAL

1. January 1, 2005                  Consulting  Agreement  between Southern Tier
                                    Acquisition,  LLC.  c/o  Newmark  Realty and
                                    Crane  Consulting  Group,  LLC. for business
                                    and   political   consulting   services  and
                                    conducts lobbying of public officials

2. February 15, 2005                Consulting   Agreement   between   Mid-State
                                    Raceway,  Inc.  and Ed Tracy for  consulting
                                    services

3. August 27, 2004                  Consulting  Agreement  between  Tioga  Downs
                                    Racetrack   LLC  and  Jerry   Schweibel  for
                                    consulting  services  related  primarily  to
                                    local   and  state   government   relations,
                                    technical requirements and employment issues

4. August 26, 2005                  Tioga Downs Race Track Employee List

5. May 25, 2005                     Engagement  Letter with  Innovation  Capital
                                    [this agreement is being modified]

6. September 2, 2005                Preliminary   Breakdown   of   Costs-to-Date
                                    relating to Tioga Downs and Vernon Downs and
                                    list of contracts (email from Jeff Gural)

7. September 3, 2005                Monthly  Management  reports for Tioga Downs
                                    from July 2004 through July 2005

8. September 2, 2005                $150,000  finders  fee to  Morton  Finder if
                                    Vernon is acquired

9.                                  Articles  of   Organization   and  operating
                                    agreements  for Asolare II, LLC, Tioga Downs
                                    Racetrack, LLC, Vernon Downs Racetrack, LLC.

10.                                 Certificate of Incorporation for Tioga Downs
                                    Management Co., Inc.

11. February 2, 2005                Application  for Ed Tracy's  employment  and
                                    supporting affidavits and exhibits.

12. March 3, 2005                   Order  approving  Ed Tracy's  employment  at
                                    Vernon Downs.

                                      -13-
<PAGE>

13.                                 Payroll for Tioga Downs.

14.                                 Deeds for Tioga Downs.

15.                                 Survey of Tioga Downs.

16.                                 Phase 1 Environmental Study for Tioga Downs.

17.                                 Abstract  of Title and  updated  Abstract of
                                    Title for Tioga Downs.

18.                                 September 10, 2005 Final SEQR  agreement for
                                    Tioga Downs.

                                      -14-