Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

      THIS AGREEMENT is made as of the 14th day of October, 2005 between ASOLARE
II, LLC, a New York Limited Liability Company, (the "SELLER") and TRACKPOWER,
INC., a corporation incorporated under the laws of Wyoming (the "BUYER").


BACKGROUND:

1.    The Seller is the legal and beneficial owners of the Purchased Assets (as
      hereinafter defined).

2.    The Buyer wishes to purchase the Purchased Assets and the Seller has
      agreed to sell Purchased Assets to the Buyer.

      IN CONSIDERATION of the premises and the respective agreements in this
Agreement, and of other consideration (the receipt and sufficiency of which are
acknowledged by each Party), the Parties agree as follows:

                                    ARTICLE 1
                                 INTERPRETATION
1.1   Definitions

      In this Agreement,

      "AFFILIATE" means, with respect to any Person, any other Person who
      directly or indirectly controls, is controlled by, or is under direct or
      indirect common control with such Person, and includes any Person in like
      relation to an Affiliate. A Person shall be deemed to "CONTROL" a Person
      if such Person possesses, directly or indirectly, the power to direct or
      cause the direction of the management and policies of such Person, whether
      through the ownership of voting securities, by contract or otherwise. The
      terms "CONTROLS", "CONTROLLING" and "controlled" shall have a similar
      meaning;

      "AGREEMENT" means this asset purchase agreement and all attached
      schedules, in each case as the same may be supplemented, amended, restated
      or replaced from time to time;

      "APPLICABLE LAW" means any domestic or foreign statute, law (including the
      common law), ordinance, rule, regulation, restriction, regulatory policy
      or guideline, by-law (zoning or otherwise), or Order, or any consent,
      exemption, approval or Licence of any Governmental Authority, that applies
      in whole or in part to the Seller, the Buyer, Tioga Downs Racetrack, the
      Business, the way the Business is carried on or to any of the Purchased
      Shares;


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<PAGE>

      "ASSETS" means all of the assets, real and personal, tangible and
      intangible, and undertaking of the Tioga Downs Racetrack, including assets
      of the Tioga Downs Racetrack listed in the Schedules;

      "BRING-DOWN DATE" means June 21, 2004 being the date on which the United
      States Bankruptcy Court for the Northern District of New York conveyed the
      deed to Tioga Downs Racetrack to Tioga Downs Racetrack LLC.

      "BUILDINGS" means all plants, buildings, structures, erections,
      improvements, appurtenances and fixtures (including fixed machinery and
      fixed equipment) situate on or forming part of Tioga Downs Racetrack;

      "BUSINESS" means collectively the business carried on by Tioga Downs
      Racetrack, being principally the development of a horseracing and Video
      Lottery Terminal gaming complex;

      "BUSINESS DAY" means a day other than a Saturday or Sunday, on which
      United States banks are open for the transaction of domestic business in
      New York;

      "CLOSING" means the completion of the sale to, and purchase by the Buyer
      of, the Purchased Assets and the completion of all other transactions
      contemplated by this Agreement which are to occur contemporaneously with
      the purchase and sale of the Purchased Shares;

      "CLOSING DATE" means the date hereof or such other Business Day as the
      Parties agree in writing as the date that the Closing shall take place;

      "CLOSING DOCUMENT" means any document delivered at or subsequent to the
      Closing Time as provided in or pursuant to, this Agreement;

      "CLOSING TIME" means 11:00 a.m. (Toronto time) on the Closing Date or such
      other time on the Closing Date as the Parties agree in writing that the
      Closing shall take place;

      "CONTRACTS" means the material contracts, agreements, licence agreements
      and other legally binding instruments entered into by the Tioga Downs
      Racetrack;

      "ENCUMBRANCE" means any encumbrance of any kind whatever (registered or
      unregistered) and includes a security interest, mortgage, lien, hypothec,
      pledge, hypothecation, assignment, charge, trust or deemed trust (whether
      contractual, statutory or otherwise arising), a voting trust or pooling
      agreement with respect to securities, any adverse claim or any other
      right, option or claim of others of any kind whatever affecting the
      Purchased Assets or the use thereof, or any covenant or other agreement,
      restriction or limitation on the transfer of the Purchased Assets, a
      deposit by way of security and any easement, restrictive covenant,
      limitation, agreement or right of way, restriction, encroachment, burden
      or title reservation of any kind affecting any rights or privileges
      capable of becoming any of the foregoing ;


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      "ENVIRONMENT" includes the air, surface water, underground water, any
      land, soil or underground space even if submerged under water or covered
      by a structure, all living organisms and the interacting natural systems
      that include components of air, land, water, organic and inorganic matters
      and living organisms and the environment or natural environment as defined
      in any Environmental Law and "ENVIRONMENTAL" shall have a similar extended
      meaning;

      "ENVIRONMENTAL COMPLIANCE REVIEW" includes all Environmental audits,
      Environmental assessments and all Environmental studies or evaluations
      related in any way to the Target Group;

      "ENVIRONMENTAL LAWS" includes all federal, provincial, municipal or local
      statutes, regulations, by-laws, guidelines, policies or rules, Orders and
      the common law, relating in whole or in part to the Environment and
      includes those laws relating to the storage, generation, use, handling,
      manufacture, processing, transportation, import, export, treatment,
      Release or Disposal of any Hazardous Substance and any laws relating to
      asbestos or asbestos containing materials in the Environment, in the
      workplace or in any Building;

      "ENVIRONMENTAL NOTICE" includes any directive, Order, claim, litigation,
      investigation, proceeding, judgment, letter or other communication,
      written or oral, actual or implied, from any Person, relating to
      non-compliance with or breach of any Environmental Law or Environmental
      Permit;

      "ENVIRONMENTAL PERMITS" includes all permits, certificates, approvals,
      consents, authorizations, registrations, and licences issued, granted,
      conferred, created or required by any Governmental Authority pursuant to
      any Environmental Laws;

      "EQUIPMENT" means all fixed assets and tangible personal property of Tioga
      Downs Racetrack, and all machines, machinery, trucks and other mobile
      equipment, fixtures, tools, moulds, jigs, dies, furniture, furnishings,
      vehicles, material handling equipment, typewriters, computers,
      photocopiers, office equipment, implements, tools and spare parts used in
      the Business;

      "GOVERNMENTAL AUTHORITY" means any domestic or foreign government whether
      federal, provincial, state or municipal and any governmental agency,
      governmental authority, governmental tribunal or governmental commission
      of any kind whatever;

      "HAZARDOUS SUBSTANCE" means any pollutant, contaminant, waste, hazardous
      substance, hazardous material, toxic substance, dangerous substance or
      dangerous good as defined, judicially interpreted or identified in any
      Environmental Law, including any that may impair the quality of any
      waters;

      "INCLUDING" means "INCLUDING WITHOUT LIMITATION" and the term "INCLUDING"
      shall not be construed to limit any general statement which it follows to
      the specific or similar items or matters immediately following it;


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<PAGE>

      "INTELLECTUAL PROPERTY RIGHTS" means all intellectual property rights of
      the Tioga Downs Racetrack, including:

      a)    all trade marks;

      b)    all copyrights;

      c)    all patents;

      d)    all licences;

      e)    all trade secrets and confidential information;

      f)    all renewals, modifications and extensions of any of items a)
            through (e);

      "LICENCE" means any licence, permit, approval, right, privilege,
      concession or franchise issued, granted, conferred or otherwise created by
      a Governmental Authority;

      "ORDER" means any order (draft or otherwise), judgment, injunction,
      decree, award or writ of any court, tribunal, arbitrator, Governmental
      Authority, or other Person;

      "ORDINARY COURSE" or "NORMAL COURSE", when used in relation to the conduct
      of the Business, means any transaction which constitutes an ordinary
      day-to-day business activity of Tioga Downs Racetrack conducted in a
      commercially reasonable and businesslike manner consistent with the past
      practices of the Target Group;

      "PARTIES" means collectively each of the signatories to this Agreement,
      and "PARTY" means any one of them;

      "PERMITTED ENCUMBRANCES" means:

      (a)   encumbrances listed in Schedule A;

      "PERSON" shall be broadly interpreted and includes an individual, body
      corporate, partnership, joint venture, trust, association, unincorporated
      organization, the Crown, any Governmental Authority or any other entity
      recognized by law;

      "PRINCIPALS" means John G. Simmonds, Kenneth J. Adelberg, Brian
      Usher-Jones, Paul Marsiglio, Pat Bertram and Dana Gilman, members of
      Asloare II;

      "PURCHASE PRICE" means the purchase price to be paid by the Buyer to the
      Seller for the Purchased Assets as provided in Section 2.2;

      "PURCHASED ASSETS" means all of the Assets of Tioga Downs Racetrack as
      more particularly described in Schedule B;

      "RELEASE" includes releasing, spilling, leaking, pumping, pouring,
      emitting, emptying, discharging, injecting, migrating, escaping, leaching,
      disposing, dumping, depositing, spraying, burying, abandoning,
      incinerating, seeping or placing, or any similar action defined in any
      Environmental Law;


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<PAGE>

      "REMEDIAL ORDER" means any Order issued, filed or imposed pursuant to any
      Environmental Law and includes any Order requiring any remediation or
      clean-up of any Hazardous Substance, or requiring that any Release,
      Disposal or other activity be reduced, modified or eliminated;

      "TIOGA DOWNS RACETRACK" means several parcels of land totalling
      approximately 145 acres located in the Town of Nichols, County of Tioga,
      State of New York;

      "TAXES" means all taxes and similar governmental charges, including
      interest and penalties associated therewith, whether disputed or not,
      including federal, provincial, state, territorial, municipal and local,
      foreign or other income, franchise, capital, real property, personal
      property, withholding, payroll, employer health, transfer, sales, use,
      consumption, excise, customs, duties, anti-dumping, countervail, value
      added taxes, and all other taxes and similar governmental charges of any
      kind for which the Seller may have any liability imposed by any
      Governmental Authority;

      "TECHNICAL INFORMATION" means all right, title and interest in and to all
      know-how of the Tioga Downs Racetrack including:

      (a)   all information of a scientific, technical or business nature
            whether in oral, written, graphic, machine readable, electronic or
            physical form; and

      (b)   all patterns, plans, designs, research data, research plans, trade
            secrets and other proprietary know-how, processes, formulas,
            drawings, technology, computer software and related manuals,
            unpatented blueprints, flow sheets, equipment and parts lists,
            instructions, manuals, records and procedures;

      "TECHNOLOGY" means the Intellectual Property Rights and the Technical
      Information;

      "TRADE MARKS" means all trade-marks, trade names, designs, graphics, logos
      and other commercial symbols of Tioga Downs Racetrack, whether registered
      or not;

1.2   Statutes

      Unless specified otherwise, reference in this Agreement to a statute
refers to that statute as it may be amended, or to any restated or successor
legislation of comparable effect.

1.3   HEADINGS

      The division of this Agreement into articles, sections, subsections and
schedules and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The
article, section, subsection and schedule headings in this Agreement are not
intended to be full or precise descriptions of the text to which they refer and
are not to be considered part of this Agreement. All uses of the words "hereto",
"herein", "hereof", "hereby" and "hereunder" and similar expressions refer to
this Agreement and not to any particular section or portion of it. References to
an Article, Section, Subsection or Schedule refer to the applicable article,
section, subsection or schedule of this Agreement.


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<PAGE>

1.4   NUMBER AND GENDER

      In this Agreement, words in the singular include the plural and vice versa
and words in one gender include all genders.

1.5   ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter hereof and supersedes all prior agreements,
negotiations, discussions and understandings, written or oral, between the
Parties. There are no representations, warranties, conditions, other agreements
or acknowledgements, whether direct or collateral, express or implied, that form
part of or affect this Agreement, or which induced any Party to enter into this
Agreement or on which reliance is placed by any Party, except as specifically
set forth in this Agreement or in the Closing Documents.

1.6   AMENDMENT

      This Agreement may be amended, modified or supplemented only by the
written agreement of the Parties.

1.7   WAIVER OF RIGHTS

      Any waiver of, or consent to depart from, the requirements of any
provision of this Agreement shall be effective only if it is in writing and
signed by the Party giving it, and only in the specific instance and for the
specific purpose for which it has been given. No failure on the part of any
Party to exercise, and no delay in exercising, any right under this Agreement
shall operate as a waiver of such right. No single or partial exercise of any
such right shall preclude any other or further exercise of such right or the
exercise of any other right.

1.8   APPLICABLE LAW

      This Agreement shall be governed by, and interpreted and enforced in
accordance with, the laws in force in the Province of British Columbia
(excluding any conflict of laws, rule or principle which might refer such
interpretation to the laws of another jurisdiction). Each Party irrevocably
submits and agrees to attorn to the non-exclusive jurisdiction of the courts of
British Columbia with respect to any matter arising hereunder or related hereto.

1.9   CURRENCY

      Unless specified otherwise, all statements of or references to dollar
amounts in this Agreement are to United States dollars.


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<PAGE>

1.10  PERFORMANCE ON HOLIDAYS

      If any action is required to be taken pursuant to this Agreement on or by
a specified date which is not a Business Day, then such action shall be valid if
taken on or by the next succeeding Business Day. 1.11 CALCULATION OF TIME

      In this Agreement, a period of days shall be deemed to begin on the first
day after the event which began the period and to end at 6:00 p.m. (New York
time) on the last day of the period. If, however, the last day of the period
does not fall on a Business Day, the period shall terminate at 6:00 p.m. (New
York time) on the next Business Day. 1.12 THIRD PARTY BENEFICIARIES

      Nothing in this Agreement or in any Closing Document is intended expressly
or by implication to, or shall, confer upon any Person other than the Parties
and their Representatives, any rights or remedies of any kind. 1.13 KNOWLEDGE OF
THE SELLER

      Where any representation or warranty contained in this Agreement is
expressly qualified by reference to the "knowledge" or "awareness" of the Seller
it shall be deemed to refer and be limited to the knowledge of the Principals
and the knowledge each of the Principals would have had if he had conducted a
diligent inquiry into the relevant subject matter. Each of the Principals
confirms that he has made due and diligent inquiry of such Persons as he
considers necessary as to the matters that are the subject of such
representations and warranties.


                                    ARTICLE 2
                    PURCHASE AND SALE OF THE PURCHASED ASSETS

 2.1  PURCHASE AND SALE OF THE PURCHASED ASSETS

      The Buyer agrees to purchase the Purchased Assets and the Seller agrees to
sell the Purchased Assets and to transfer such Purchased Assets to the Buyer on
the terms and conditions contained in this Agreement.

2.2   PURCHASE PRICE

      The purchase price (the "PURCHASE PRICE") payable by the Buyer to the
Seller at the Closing Time for the Purchased Assets shall be a $3,000,000 Series
A Convertible Cumulative Preferred Stock (the "PREFERRED STOCK") in the form of
Schedule C attached.

2.3   PLACE OF CLOSING

      The Closing shall take place at the Closing Time simultaneously at the
offices of the Seller (or at such other place as may be agreed upon by the
Seller and the Buyer) by way of facsimile transmissions and/or .pdf
transmissions over the Internet, and all Closing Documents shall be held in
escrow until all deliveries and the conditions in Subsection 2.4 herein have
been completed and all parties have agreed to terminate the escrow.


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<PAGE>

2.4   CONDITIONS OF CLOSING

      The Conditions of Closing shall be:

      a)    the approval of the transaction contemplated herein, by the
            disinterested Directors of the Buyer, as required for this type of
            transaction under Wyoming law, and

      b)    a satisfactory third party opinion with respect to the fairness,
            from a financial point of view, to the Buyer of the Purchase Price
            paid by the Buyer to the Seller.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1   REPRESENTATIONS AND WARRANTIES OF SELLER

      The Seller represent and warrant to the Buyer as set out in the following
subsections of this Section and acknowledge that the Buyer is relying upon such
representations and warranties in entering into this Agreement, provided that:

      (a)   all of the other representations and warranties are made jointly and
            severally by the Principals.

3.2   Title to Purchased Assets

      The Purchased Assets are owned by the Seller beneficially. The Seller now
have, and on Closing the Buyer shall acquire, good and marketable title to the
Purchased Assets, free and clear of all Encumbrances. There are no restrictions
on the transfer of the Purchased Assets.

3.3   Absence of Conflicting Agreements

      None of the execution and delivery of, or the observance and performance
by the Seller of, any covenant or obligation under this Agreement or any Closing
Document to which it is a party, or the Closing: (a) contravenes or results in,
or will contravene or result in, a violation of or a default under (with or
without the giving of notice or lapse of time, or both) or in the acceleration
of any obligation under: (i) any Applicable Law; (ii) any Licence; (iii) the
articles, by-laws, directors or shareholders resolutions of any of the Seller or
Tioga Downs Racetrack; (iv) the provisions of any agreement, including mortgage,
security document, obligation or instrument, to which the Seller or the Tioga
Downs Racetrack are a party, or by which any of them are bound or affected; (b)
result in the creation or imposition of any Encumbrance on the Seller, the Tioga
Downs Racetrack or any of the Assets; or (c) relieve any other party to any
Contractual Right, of that party's obligations thereunder or enable it to
terminate its obligations thereunder.


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<PAGE>

3.4   Consents, Approvals

      No consent, approval, Licence, Order, authorization, registration or
declaration of, or filing with, any Governmental Authority or other Person is
required by the Seller or Tioga Downs Racetrack, in connection with (a) the
Closing, (b) the execution and delivery by the Seller of this Agreement or the
Closing Documents to which they are a party, (c) the observance and performance
by any Seller of its obligations under this Agreement or the Closing Documents
to which it is a party or (d) to avoid the loss of any Licence relating to the
Business.

3.5   Corporate Matters

      (a)   The Seller is a New York Limited Liability Company. No proceedings
            have been taken or authorized by the Seller or, to the Sellers'
            knowledge, by any other Person, with respect to the bankruptcy,
            insolvency, liquidation, dissolution or winding up of the Seller.

      (b)   The Seller has all necessary power and authority to execute and
            deliver, and to observe and perform their respective covenants and
            obligations under this Agreement and the Closing Documents to which
            it is a party.

      (c)   The Seller has taken all action necessary to authorize the execution
            and delivery of, and the observance and performance of their
            respective covenants and obligations under, the Agreement and the
            Closing Documents to which it is a party.

      (d)   This Agreement has been, and each Closing Document to which the
            Seller is a party will on Closing be, duly executed and delivered by
            such Seller, and this Agreement constitutes, and each Closing
            Document to which such Seller is a party will on Closing constitute,
            a valid and binding obligation of such Seller enforceable against it
            in accordance with its terms.

      (e)   To the knowledge of the Seller, Tioga Downs Racetrack has all
            necessary power and authority to own or lease its assets and to
            carry on its business as at present carried on and neither the
            nature of the Business nor the location or character of any of the
            Assets requires Tioga Downs Racetrack to be in good standing in any
            jurisdiction other than jurisdictions where it is duly registered,
            licensed or otherwise qualified and in good standing for such
            purpose.


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<PAGE>

3.6   Business Location of Tioga Downs Racetrack

      The Business is carried on solely in the State of New York and all assets
of the Business are located in such state.

3.7   Absence of Changes

      Since the Bring-Down Date:

      (a)   the Tioga Downs Racetrack has conducted the Business in the ordinary
            course, have not incurred any debt, obligation or liability out of
            the ordinary course of business or of an unusual or extraordinary
            nature and has used its best efforts to preserve the Business and
            the Assets;

      (b)   there has not been any change in the Condition of the Business,
            other than changes in the ordinary course of business, and such
            changes have not, either individually or in the aggregate, been and
            have not had nor may they be reasonably expected to have, either
            before or after the Closing Time, an effect on the Condition of the
            Business; and

3.8   Equipment

      All of the Tioga Downs Racetrack's Equipment is located at the property
situated in the Town of Nichols, County of Tioga, State of New York.

3.9   Litigation

      Except as listed in Schedule D, there is no claim, demand, suit, action,
cause of action, dispute, proceeding, litigation, investigation, grievance,
arbitration, governmental proceeding or other proceeding including appeals and
applications for review, in progress against, by or relating to Tioga Downs
Racetrack, nor to the knowledge of the Seller or its Principals are any of the
same pending or threatened. The Seller and the Principals are not aware of any
state of facts which would provide a valid basis for any of the foregoing. There
is not at present outstanding or pending against the Tioga Downs Racetrack any
Order that affects Tioga Downs Racetrack in any way or that in any way relates
to this Agreement or the transactions contemplated in it.

3.10  (Omitted)

3.11  Title to Properties

      Except for Permitted Encumbrances, the Seller has good and marketable
title to all of the Assets free and clear of all Encumbrances. Those Assets
listed in the Schedules are accurately described in the Schedules and constitute
all of the Assets owned by or licensed to Tioga Downs Racetrack which are
necessary or desirable to operate the Business as it has been operated by Tioga
Downs Racetrack in the ordinary course in the past.


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<PAGE>

3.12  Environmental Matters

      The Seller has not caused or permitted, and the Seller does not have any
knowledge of, the Release or Disposal of any Hazardous Substance on, from, under
or to Tioga Downs Racetrack or of any Release or Disposal from a facility owned
or operated by any other Person, including previous owners, for which the Buyer
may have liability.

3.13  Disclosure

      No representation or warranty in this Agreement contains any untrue
statement of a material fact and the representations and warranties contained in
this Agreement do not omit to state any material fact necessary to make any of
the representations or warranties contained herein not misleading to a
prospective purchaser of the Purchased Assets seeking full information as to the
Purchased Assets, Tioga Downs Racetrack, the Business and/or the Assets.

3.14  Accredited Investor

      3.14.1 THE SELLER IS AN ACCREDITED INVESTOR AS SUCH TERM IS DEFINED UNDER
      REGULATION D OF THE SECURITIES ACT OF 1933. 3.14.2 THE SELLER (i) HAS
      SUFFICIENT KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN BUSINESS AND
      FINANCE TO CAPABLY EVALUATE INFORMATION CONCERNING AN INVESTMENT IN THE
      BUYER, (ii) HAS HAD AN OPPORTUNITY TO REVIEW THE BUYER'S PUBLICLY FILED
      REPORTS, AND TO ASK DETAILED QUESTIONS AND RECEIVE SATISFACTORY ANSWERS
      FROM REPRESENTATIVES OF THE BUYER, (iii) HAS HAD ADEQUATE OPPORTUNITY TO
      REQUEST AND REVIEW ANY AND ALL DOCUMENTS AND OTHER INFORMATION RELEVANT TO
      SELLER'S CONSIDERATION OF THE SECURITIES RECEIVED HEREBY, (iv) HAS
      OTHERWISE OBTAINED SUFFICIENT INFORMATION FROM THE BUYER TO EVALUATE THE
      MERITS AND RISKS OF AN INVESTMENT IN THE BUYER; (v) HAS INDEPENDENTLY
      CONSIDERED AND DISCUSSED SUCH PROSPECTIVE INVESTMENT WITH THE SELLER'S
      BUSINESS, LEGAL, TAX AND FINANCIAL ADVISERS AS TO THE SUITABILITY OF SUCH
      INVESTMENT WITH RESPECT TO THE SELLER'S PARTICULAR FINANCIAL SITUATION,
      AND (vi) ON THE BASIS OF THE FOREGOING, THE SELLER HAS DETERMINED THAT
      INVESTMENT IN THE SECURITIES OFFERED HEREBY IS A SUITABLE INVESTMENT.


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<PAGE>

      3.14.3 NOT WITHSTANDING ANYTHING TO THE CONTRARY THE SELLER HAS ONLY
      RELIED ON PUBLICLY AVAILABLE INFORMATION OBTAINED FROM THE BUYER'S FILINGS
      WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
      "COMMISSION")

3.15  REPRESENTATIONS AND WARRANTIES OF THE BUYER

      The Buyer represents and warrants to the Seller as set out in the
following Subsections of this Section and acknowledges that the Seller is
relying upon such representations and warranties in entering into this
Agreement.

3.16  Corporate Matters

      (a)   The Buyer is a corporation duly incorporated, organized and not
            dissolved under the laws of its jurisdiction of incorporation. No
            proceedings have been taken or authorized by the Buyer or, to the
            best of the Buyer's knowledge, by any other Person, with respect to
            the bankruptcy, insolvency, liquidation, dissolution or winding up
            of the Buyer.

      (b)   The Buyer has all necessary power and authority to execute and
            deliver, and to observe and perform its covenants and obligations
            under, the Agreement and the Closing Documents to which it is a
            party.

      (c)   The Buyer has taken all action necessary to authorize the execution
            and delivery of, and the observance and performance of its covenants
            and obligations under, the Agreement and the Closing Documents to
            which it is a party.

      (d)   This Agreement has been, and each Closing Document to which the
            Buyer is a party will on Closing be, duly executed and delivered by
            the Buyer, and this Agreement constitutes, and each Closing Document
            to which the Buyer is a party will on Closing constitute, a valid
            and binding obligation of the Buyer enforceable against the Buyer in
            accordance with its terms.

3.17  Absence of Conflicting Agreements

      None of the execution and delivery of, nor the observance and performance
by the Buyer of, any covenant or obligation under, the Agreement and the Closing
Documents to which it is a party or the Closing contravenes or results in (with
or without the giving of notice or lapse of time, or both) or will contravene or
violate in any material respect or result in any material breach or default of,
or acceleration of any obligation under:

      (a)   any Applicable Law;

      (b)   any Licence;

      (c)   the articles, by-laws, directors or shareholders resolutions of the
            Buyer; or

      (d)   the provisions of any agreement, including mortgage, security
            document, obligation or instrument, to which the Buyer is a party,
            or by which it is bound or affected.


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<PAGE>

3.18  Consents and Approvals

      No consent, approval, Licence, Order, authorization, registration or
declaration of, or filing with, any Governmental Authority is required by the
Buyer, except for shareholder consent as described in Subsection 2.4(a), in
connection with: (a) the Closing; (b) the execution and delivery by the Buyer of
this Agreement or any Closing Document to which it is a party; or (c) the
observance and performance by the Buyer of its obligations under this Agreement
or any Closing Documents to which it is a party.

3.19  COMMISSION

      Each Party represents and warrants to each other Party that no other Party
will be liable for any brokerage commission, finder's fee or other similar
payment in connection with the transactions contemplated hereby because of any
action taken by, or agreement or understanding reached by, that Party.

3.20  NON-WAIVER

      No investigations made by or on behalf of the Buyer at any time shall
waive, diminish the scope of or otherwise affect any representation or warranty
made by the Seller in this Agreement or in any Closing Document. No waiver by
the Buyer of any condition, in whole or in part, shall operate as a waiver of
any other condition.

3.21  QUALIFICATION OF REPRESENTATIONS AND WARRANTIES

      Any representation or warranty made by a Party as to the enforceability of
this Agreement or any Closing Document against such Party is subject to the
following qualifications: (a) specific performance, injunction and other
equitable remedies are discretionary and, in particular, may not be available
where damages are considered an adequate remedy; and (b) may be limited by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and other
laws generally affecting enforceability of creditors' rights.

3.22  SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SELLER

      All representations, warranties, statements, covenants and agreements made
by the Seller in this Agreement or any Closing Document shall survive the
Closing as follows:

      (a)   the representations and warranties of the Seller set forth in
            Subsections 3.12 of this Agreement shall survive the Closing and
            continue without time limit;

      (b)   all of the other representations and warranties contained in this
            Agreement or any Closing Document shall survive for a period of
            three (3) years from the Closing Time. After such period, the Seller
            shall not have any further liability hereunder with respect to such
            representations and warranties except with respect to claims
            properly made within such period; and


                                       19
<PAGE>

      For greater certainty, there shall be no limitation on the right of the
Buyer to bring any claim, action or proceeding based on any fraudulent
misrepresentation of the Seller.

3.23  SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF BUYER

      All representations, warranties, statements, covenants and agreements made
by the Buyer in a Closing Document shall survive the Closing as follows: (a) all
of the other representations and warranties in this Agreement and in any Closing
Document shall survive for a period of three (3) year from the Closing Time.
After such period, the Buyer shall have no further liability hereunder with
respect to such representations and warranties except with respect to claims
properly made within such period; and

                                   ARTICLE 4
                                OTHER COVENANTS

4.1   FILINGS WITH GOVERNMENTAL AGENCIES

      As soon as practicable, the Buyer shall make all filings, notices or
requests for approval required to be given or made to any Governmental Authority
in connection with the sale and transfer of the Purchased Assets. Each Party
shall furnish to the other such information and assistance as it may reasonably
request in order to prepare any filings or submissions or notices to be made or
given by it but neither the Buyer nor the Seller shall be obligated to provide
to any Governmental Agency any undertakings or commitments other than those that
are not unduly onerous or which are commonly provided in transactions of the
nature and size contemplated by this Agreement.

4.2   POST-CLOSING ACCESS

      After the Closing, upon reasonable notice, each of the Buyer and the
Seller will give, or cause to be given, to the representatives, employees,
counsel and accountants of the other, access, during normal business hours, to
the Books and Records which relate to Tioga Downs Racetrack and the Business and
which relate to periods prior to the Closing, and will permit such persons to
examine and copy such Records to the extent reasonably requested by the other
Party in connection with the preparation of tax and financial reporting matters,
audits, legal proceedings, governmental investigations and other business
purposes. However, the Buyer shall not be obligated to take any action pursuant
to this Section that would unreasonably disrupt Tioga Downs Racetrack or the
Business, violate the terms of any contract to which it is a party or to which
it or any of its assets is subject or grant access to any of its proprietary,
confidential or classified information. The Seller, the Buyer and Tioga Downs
Racetrack will co-operate with each other in the conduct of any tax audit or
similar proceedings involving or otherwise relating to Tioga Downs Racetrack,
the Purchased Assets, the Assets or the Business (or the income therefrom or
assets thereof) and each will execute and deliver such powers of attorney and
other documents as are necessary to carry out the intent of this Section.


                                       20
<PAGE>

                                   ARTICLE 5
                                INDEMNIFICATION

5.1 DEFINITIONS

      As used in this Article 5:

      "CALCULATION METHOD" with respect to the calculation of any Tax Gross-Up
      on an Indemnity Payment payable to an Indemnified Party, means that such
      Tax Gross-Up shall be calculated by using a combined federal and
      provincial income tax rate applicable to the Indemnified Party in respect
      of the Indemnity Payment at the time of payment and without and without
      regard to any losses, credits, refunds or deductions that the Indemnified
      Party may have which could affect the amount of tax payable on any such
      Indemnity Payment;

      "CLAIM" means any act, omission or state of facts and any demand, action,
      suit, proceeding, claim, assessment, judgment or settlement or compromise
      relating thereto which may give rise to a right to indemnification under
      Section 5.2 or 5.3;

      "DIRECT CLAIM" means any Claim by an Indemnified Party against an
      Indemnifier which does not result from a Third Party Claim;

      "ENVIRONMENTAL CONTAMINATION OF THE TIOGA DOWNS RACETRACK" means any
      Hazardous Substance which can be shown: (a) to have existed in, at, on or
      under the Assets prior to Closing, whether or not caused by the Seller; or
      (b) to be present at any other place and to have resulted from the
      operations of Tioga Downs Racetrack or the Business prior to the Closing
      Time;

      "ENVIRONMENTAL LOSS" means any Loss suffered or incurred by the Buyer or
      Tioga Downs Racetrack:

      (a)   as a result of any Order, Environmental Request or Third Party Claim
            made against the Buyer or Tioga Downs Racetrack in respect of any
            Environmental Contamination of Tioga Downs Racetrack; or

      (b)   which are costs incurred by the Buyer which are necessary to remedy
            any Environmental Contamination of Tioga Downs Racetrack, so that
            the Buyer or its Affiliates can make commercial use of any portion
            of the Assets.

      "ENVIRONMENTAL REQUEST" means a written request made by any Governmental
      Authority to the Buyer or Tioga Downs Racetrack pursuant to Environmental
      Laws which relates to any Environmental Contamination of Tioga Downs
      Racetrack;


                                       21
<PAGE>

      "INDEMNIFIER" means any Party obligated to provide indemnification under
      this Agreement;

      "INDEMNIFIED PARTY" means any Person entitled to indemnification under
      this Agreement;

      "INDEMNITY PAYMENT" means any amount of Loss required to be paid pursuant
      to Section 5.2 or 5.3;

      "LOSS" means any and all loss, liability, damage, cost, expense, charge,
      fine, penalty or assessment, resulting from or arising out of any Claim,
      including the costs and expenses of any action, suit, proceeding, demand,
      assessment, judgment, settlement or compromise relating thereto and all
      interest, punitive damages, fines and penalties and reasonable legal fees
      and expenses incurred in connection therewith, including loss of profits
      and consequential damages;

      "REPRESENTATIVE" means each director, officer, employee, agent, solicitor,
      accountant, professional advisor and other representative of an
      Indemnified Party;

      "TAX GROSS-UP" means with respect to any particular Indemnity Payment,
      such additional amount (calculated in accordance with the Calculation
      Method) as is necessary to place the Indemnified Party in the same
      after-tax position as it would have been in had such amount been received
      tax free; and

      "THIRD PARTY CLAIM" means any Claim asserted against an Indemnified Party
      or Tioga Downs Racetrack, that is paid or payable to, or claimed by, any
      Person who is not a Party or an Affiliate of a Party.

5.2   INDEMNIFICATION BY THE SELLER

      The Seller shall indemnify, defend and save harmless the Buyer and each of
its Representatives from and against any and all Loss suffered or incurred by
them, as a direct or indirect result of, or arising in connection with or
related in any manner whatever to:

      (a)   any misrepresentation or breach of warranty made or given by the
            Seller in this Agreement, in any Closing Document or in any other
            document delivered pursuant to this Agreement or any Closing
            Document;

      (b)   any failure by the Seller to observe or perform any covenant or
            obligation contained in this Agreement, any Closing Document or in
            any document delivered pursuant to this Agreement or any Closing
            Document;

      (c)   any Environmental Loss;

      (d)   any Claim against Tioga Downs Racetrack instituted prior to or after
            the Closing Time which is based on an act or omission of the Seller
            prior to the Closing Time.

      The Parties agree that, for the purposes of this Article, any and all Loss
suffered or incurred by Tioga Downs Racetrack as a direct or indirect result of,
or arising in connection with, or related in any manner to the matters referred
to in this Section shall, dollar-for-dollar, be deemed to be a Loss suffered or
incurred by the Buyer.


                                       22
<PAGE>

5.3   INDEMNIFICATION BY THE BUYER

      The Buyer shall indemnify, defend and save harmless the Seller and each of
the Sellers' Representatives from and against any and all Loss suffered or
incurred by them, as a direct or indirect result of, or arising in connection
with or related in any manner whatsoever to:

      (a)   any misrepresentation or breach of any warranty made or given by the
            Buyer in this Agreement, in any Closing Document or in any document
            delivered pursuant to this Agreement or any Closing Document; or

      (b)   any failure by the Buyer to observe or perform any covenant or
            obligation contained in this Agreement, in any Closing Document or
            in any document delivered pursuant to this Agreement or any Closing
            Document.

5.4   AGENCY FOR REPRESENTATIVES

      Each Indemnified Party agrees that it accepts each indemnity in favour of
any of its Representatives as agent and trustee of that Representative. Each
Party agrees that an Indemnified Party may enforce an indemnity in favour of any
of that Party's Representatives on behalf of that Representative.

5.5   NOTICE OF THIRD PARTY CLAIMS

      If an Indemnified Party receives notice of the commencement or assertion
of any Third Party Claim, the Indemnified Party shall give the Indemnifier
reasonably prompt notice thereof, but in any event no later than thirty (30)
days after receipt of such notice of such Third Party Claim. Such notice to the
Indemnifier shall describe the Third Party Claim in reasonable detail and shall
indicate, if reasonably practicable, the estimated amount of the Loss that has
been or may be sustained by the Indemnified Party.

5.6   DEFENCE OF THIRD PARTY CLAIMS

      The Indemnifier may participate in or assume the defence of any Third
Party Claim by giving notice to that effect to the Indemnified Party not later
than thirty (30) days after receiving notice of that Third Party Claim (the
"Notice Period"). The Indemnifier's right to do so shall be subject to the
rights of any insurer or other party who has potential liability in respect of
that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of
participating in or assuming such defence. The Indemnified Party shall
co-operate in good faith in the defence of each Third Party Claim, even if the
defence has been assumed by the Indemnifier and may participate in such defence
assisted by counsel of its own choice at its own expense. The Indemnifier shall
not enter into any compromise or settlement of any Third Party Claim without
obtaining the prior written consent of the Indemnified Party. If the Indemnified
Party has not received notice within the Notice Period that the Indemnifier has
elected to assume the defence of such Third Party Claim, the Indemnified Party
may, at its option, elect to settle or compromise the Third Party Claim or
assume such defence, assisted by counsel of its own choosing and the Indemnifier
shall be liable for all reasonable costs and expenses paid or incurred in
connection therewith and any Loss suffered or incurred by the Indemnified Party
with respect to such Third Party Claim.


                                       23
<PAGE>

5.7   ASSISTANCE FOR THIRD PARTY CLAIMS

      The Indemnifier and the Indemnified Party will use all reasonable efforts
to make available to the Party which is undertaking and controlling the defence
of any Third Party Claim (the "Defending Party"): (a) those employees whose
assistance, testimony or presence is necessary to assist the Defending Party in
evaluating and in defending any Third Party Claim; and (b) all documents,
records and other materials in the possession of such Party reasonably required
by the Defending Party for its use in defending any Third Party Claim,

and shall otherwise co-operate with the Defending Party. The Indemnifier shall
be responsible for all reasonable expenses associated with making such
documents, records and materials available and for all reasonable expenses of
any employees made available by the Indemnified Party to the Indemnifier
hereunder, which expense shall not exceed the actual cost to the Indemnified
Party associated with such employees.

5.8   SETTLEMENT OF THIRD PARTY CLAIMS

      If an Indemnifier elects to assume the defence of any Third Party Claim as
provided in Section 5.6, the Indemnifier shall not be liable for any legal
expenses subsequently incurred by the Indemnified Party in connection with the
defence of such Third Party Claim. However, if the Indemnifier fails to take
reasonable steps necessary to defend diligently such Third Party Claim within
thirty (30) days after receiving notice from the Indemnified Party that the
Indemnified Party bona fide believes on reasonable grounds that the Indemnifier
has failed to take such steps, the Indemnified Party may, at its option, elect
to assume the defence of and to compromise or settle the Third Party Claim
assisted by counsel of its own choosing and the Indemnifier shall be liable for
all reasonable costs and expenses paid or incurred in connection therewith.
Without the prior written consent of the Indemnified Party, the Indemnifier
shall not enter into any compromise or settlement of any Third Party Claim which
would lead to liability or create any financial or other material obligation on
the part of the Indemnified Party or materially affect the Business or the
Assets.

5.9   DIRECT CLAIMS

      Any Direct Claim shall be asserted by giving the Indemnifier reasonably
prompt written notice thereof, but in any event not later than sixty (60) days
after the Indemnified Party becomes aware of such Direct Claim. The Indemnifier
shall then have a period of thirty (30) days within which to respond in writing
to such Direct Claim. If the Indemnifier does not so respond within such thirty
(30) day period, the Indemnifier shall be deemed to have rejected such Claim,
and in such event the Indemnified Party shall be free to pursue such remedies as
may be available to the Indemnified Party.

5.10  FAILURE TO GIVE TIMELY NOTICE

      A failure to give timely notice as provided in this Article 5 shall not
affect the rights or obligations of any Party except and only to the extent
that, as a result of such failure, any Party which was entitled to receive such
notice was deprived of its right to recover any payment under its applicable
insurance coverage or was otherwise directly and materially damaged as a result
of such failure.


                                       24
<PAGE>

5.11  REDUCTIONS AND SUBROGATION

      If the amount of any Loss at any time subsequent to the making of an
Indemnity Payment is reduced by any recovery, settlement or otherwise under or
pursuant to any insurance coverage, or pursuant to any claim, recovery,
settlement or payment by or against any other Person, the amount of such
reduction (less any costs, expenses (including taxes) or premiums incurred in
connection therewith), together with interest thereon from the date of payment
thereof at the Prime Rate, shall promptly be repaid by the Indemnified Party to
the Indemnifier. Upon making a full Indemnity Payment, the Indemnifier shall, to
the extent of such Indemnity Payment, be subrogated to all rights of the
Indemnified Party against any third party that is not an Affiliate of the
Indemnified Party in respect of the Loss to which the Indemnity Payment relates
but only if the Indemnifier shall then be in compliance with its obligations
under this Agreement in respect of such Loss. Until the Indemnified Party
recovers full payment of its Loss, any and all claims of the Indemnifier against
any such third party on account of such Indemnity Payment shall be postponed and
subordinated in right of payment to the Indemnified Party's rights against such
third party. Without limiting the generality or effect of any other provision
hereof, the Indemnified Party and Indemnifier shall duly execute upon request
all instruments reasonably necessary to evidence and perfect such postponement
and subordination.

5.12  TAX EFFECT

      (a) If any Indemnity Payment received by an Indemnified Party would
constitute taxable income to such Indemnified Party, the Indemnifier shall pay a
Tax Gross-Up to the Indemnified Party at the same time and on the same terms, as
to interest and otherwise, as the Indemnity Payment.

      (b) Any Loss suffered or incurred by an Indemnified Party in respect of a
Claim shall be the net after tax loss (Canadian and foreign) actually incurred
by the Indemnified Party or reasonably estimated to be incurred by it, which
arises in respect of that Claim.

5.13  PAYMENT AND INTEREST

      All Losses shall bear interest at a rate per annum equal to the Prime
Rate, calculated and payable monthly, both before and after judgment, with
interest on overdue interest at the same rate, from the date that the
Indemnified Party disbursed funds, suffered damages or losses or incurred a
loss, liability or expense in respect of a Loss, to the date of payment by the
Indemnifier to the Indemnified Party. Each Indemnifier shall pay the amount of
any Loss set forth in any Claim with all accrued interest thereon within ten
(10) Business Days of receiving notice of a Claim. If such Claim is subsequently
determined not to have been valid, the Indemnified Party shall reimburse the
Indemnifier for the amount so paid together with interest at the Prime Rate per
annum.


                                       25
<PAGE>

5.14  LIMITATION

      (a)   No claims for indemnification may be made by the Buyer against the
            Seller under Section 5.2 in respect of any Loss arising in
            connection with any misrepresentation or breach of warranty made or
            given by the Seller in this Agreement, any Closing Document or in
            any document delivered pursuant to this Agreement or any Closing
            Document, unless and until the Loss suffered or incurred by the
            Buyer and by all of its Representatives collectively, in respect of
            all such misrepresentations or breaches of warranty, shall exceed
            $100,000 in the aggregate, in which event the amount of all such
            Loss including such $100,000 amount may be recovered by the Buyer.

      (b)   No claims for indemnification may be made by the Seller against the
            Buyer under Section 5.3 in respect of any Loss arising in connection
            with any misrepresentation or breach of warranty made or given by
            the Buyer in this Agreement, any Closing Document or in any document
            delivered pursuant to this Agreement or any Closing Document unless
            and until the Loss suffered or incurred by the Seller and by all of
            their Representatives collectively, in respect of all such
            misrepresentations or breaches of warranty, exceed $100,000 in the
            aggregate, in which event the amount of all such Loss including such
            $100,000 amount may be recovered by the Seller.

      (c)   In no event may the aggregate amount claimed by the Buyer in respect
            of all Losses suffered or incurred by the Buyer, or claimed by the
            Seller in respect of all Losses suffered or incurred by the Seller,
            exceed $3,000,000 plus all legal and other collection costs incurred
            in respect thereof.

5.15  RIGHTS IN ADDITION

      The rights of indemnity set forth in this Article 5 are in addition and
supplemental to any other rights, actions, claims or causes of action which may
arise in respect of this Agreement, any Closing Document and the transactions
contemplated hereby.


                                   ARTICLE 6
                                    GENERAL

6.1   EXPENSES

      Each Party shall pay all expenses it incurs in authorizing, preparing,
executing and performing this Agreement and the transactions contemplated
hereunder, whether or not the Closing occurs, including all fees and expenses of
its legal counsel, bankers, investment bankers, brokers, accountants or other
representatives or consultants.

6.2   TIME

      Time is of the essence of each provision of this Agreement.


                                       26
<PAGE>

6.3   NOTICES

      (a)   METHOD OF DELIVERY. Any notice, demand or other communication (in
            this Section, a "notice") required or permitted to be given or made
            hereunder shall be in writing and shall be sufficiently given or
            made if:

            (i)   delivered in person during normal business hours on a Business
                  Day and left with the recipient (for notice delivered to
                  individuals) or otherwise with a receptionist or other
                  responsible employee of the relevant party at the applicable
                  address set forth below;

            (ii)  sent by prepaid first class mail; or

            (iii) sent by any electronic means of sending messages, including
                  email or facsimile transmission, which produces a paper record
                  ("Transmission") during normal business hours on a Business
                  Day charges prepaid and confirmed by prepaid first class mail;

      in the case of a notice to the Seller, addressed to them as set out in
      Schedule 6.3,

      and in the case of a notice to the Buyer, addressed to it at:

      Trackpower, Inc.
      C/O 765 15th Sideroad
      King City, Ontario
      L7B 1K5
      Attention:   Edward M. Tracy
      Fax No.:     (905) 773-1987

      (b)   DEEMED DELIVERY. Each notice sent in accordance with this Section
            shall be deemed to have been received:

            (i)   in the case of personal delivery, if delivered before 5:00
                  p.m., on the day it was delivered; otherwise, on the first
                  Business Day thereafter;

            (ii)  in the case of mailing, on the third Business Day after it was
                  mailed (excluding the day of mailing and each Business Day
                  during which there existed any general interruption of postal
                  services due to strike, lockout or other cause); or

            (iii) in the case of electronic transmission, on the same day that
                  it was sent if it was sent before 5:00 p.m. (recipient's time)
                  on such day; otherwise on the first Business Day thereafter.

      Any Party may change its address for notice by giving notice to the other
      Parties.

6.4   ENUREMENT

      This Agreement shall enure to the benefit of and be binding upon the
Parties and their respective successors (including any successor by reason of
amalgamation or statutory arrangement of any Party) and permitted assigns.


                                       27
<PAGE>

6.5   FURTHER ASSURANCES

      Each Party shall do such acts and shall execute such further documents,
conveyances, deeds, assignments, transfers and the like, and will cause the
doing of such acts and will cause the execution of such further documents as are
within its power as any other Party may in writing at any time and from time to
time reasonably request be done and or executed, in order to give full effect to
the provisions of this Agreement and each Closing Document.

6.6   REMEDIES CUMULATIVE

      The rights and remedies of the Parties under this Agreement are cumulative
and in addition to and not in substitution for any rights or remedies provided
by law. Any single or partial exercise by any Party hereto of any right or
remedy for default or breach of any term, covenant or condition of this
Agreement does not waive, alter, affect or prejudice any other right or remedy
to which such Party may be lawfully entitled for the same default or breach.

6.7   SET-OFF

      Each Party shall be entitled to set-off all amounts owing by it to any
other Party against all amounts owing to it by such other Party. In the event
that the Buyer commences an action against the Seller, neither the Buyer nor
Tioga Downs Racetrack shall be obligated to make any payment, or satisfy any of
its obligations hereunder, to such Seller until such action is terminated.

6.8   INDEPENDENT LEGAL ADVICE

      The Seller hereby represents and warrants to the Buyer and the Buyer's
legal counsel and acknowledges and agrees that she/he/it has had the opportunity
to seek and was not prevented nor discouraged by the Buyer or the Buyer's
counsel from seeking independent legal advice prior to the execution and
delivery of this agreement and that, in the event that she/he/it did not avail
herself/himself/itself of that opportunity prior to signing this agreement,
she/he/it did so voluntarily without any undue pressure and agrees that his
failure to obtain independent legal advice shall not be used by her/him/it as a
defence to the enforcement of his obligations under this Agreement.

6.9   COUNTERPARTS

      This Agreement may be executed in any number of counterparts. Each
executed counterpart shall be deemed to be an original. All executed
counterparts taken together shall constitute one agreement.

6.10  FACSIMILE OR EMAIL EXECUTION

      To evidence the fact that it has executed this Agreement, a Party may send
a copy of its executed counterpart to all other Parties by facsimile
transmission or by .pdf file over the Internet. That Party shall be deemed to
have executed this Agreement on the date it sent such transmission. In such
event, such Party shall forthwith deliver to the other Party the original
counterpart of this Agreement executed by such Party.


                                       28
<PAGE>

      IN WITNESS WHEREOF this Agreement has been executed by the parties hereto.

                                         ASLOARE II, LLC

                                         By: /s/ John G. Simmonds
                                         ---------------------------------------
                                         John G. Simmonds
                                         Authorized Signatory



                                         TRACKPOWER, INC.

                                         By: /s/ Edward M. Tracy
                                         ---------------------------------------
                                         Edward M. Tracy
                                         Authorized Signatory


                                       29
<PAGE>

                                   SCHEDULE A

                             Permitted Encumbrances

None










                                       30
<PAGE>

                                   SCHEDULE B

                         Assets of Tioga Downs Racetrack

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 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.






                                       31
<PAGE>

                                   SCHEDULE C

                            FORM OF PREFERRED SHARES
<TABLE>
<CAPTION>
<S>                                       <C>
            Designation:                  Series A 8% Convertible Cumulative Preferred Stock

            Amount:                       $3 million,

            Number of Shares:             1,000

            Initial Value:                $3,000/share

            Term:                         5 years

            Dividends:                    8% of Initial Value payable semi-annually in cash,
                                          cumulative

            Redemption:                   Redeemable at anytime for Initial Value, plus
                                          accrued and unpaid dividends.

            Voting Rights:                None

            Seniority:                    Senior to all previously issued and future
                                          securities

            Liquidation Preference:       Upon occurrence of a liquidation, dissolution, or
                                          winding up of the Company, whether voluntary or
                                          involuntary, 125% of Initial Value.

            Conversion:                   $.03 conversion rate, (i.e. 1 share of Preferred
                                          Stock with an Initial Value of $3,000 will convert
                                          into 100,000 shares of the Company's Common Stock).

            Anti-Dilution Protection or
            Price Protection:             None
</TABLE>



                                       32
<PAGE>

                                   SCHEDULE D

                                   LITIGATION


LaMar E. Bell has filed a Notice of a Charge of Discrimination against Tioga
Downs Racetrack, LLC, with the State of New York Division of Human Rights on
September 6, 2005.









                                       33