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                                                                   EXHIBIT 10.21

                  FINANCING AGREEMENT, dated September , 2003 between V.I.P.
Structures, Inc. ("VIP") and Mid-State Raceway, Inc. ("Raceway").

                                   WITNESSETH:

                  Whereas, on August , 2003, VIP and Raceway entered into a Part
2 Design/Build Agreement ("Main Agreement", which includes the Part I
Design/Build Agreement and the definitions of which Main Agreement are hereby
incorporated herein by reference) pursuant to which Raceway engaged VIP to
design and build the Project for the Contract Sum prior to the expiration of the
Contract Time; and

                  Whereas, subsequent to the execution of the Main Agreement VIP
and Raceway have executed four Change Orders designated numbers 1 through 4
pursuant to which the Contract Sum has been reduced to $3,507,554 (the "Current
Contract Sum") as set forth on the Continuation Sheet annexed hereto as Exhibit
"A"; and

                  Whereas, Raceway has requested and VIP has agreed (subject to
the terms and conditions of this agreement ("Agreement") to assist Raceway in
financing the payment of the Contract Sum by deferring the payment of an
$800,000.00 portion of the Current Contract Sum (the "Deferred Portion") until
November 4, 2004 (subject to prepayment as herein provided).

                  NOW THEREFORE, in consideration of the premises and the
covenants, terms and conditions herein contained, the parties hereto do hereby
agree as follows:

1.       Subject to the terms and conditions of this Agreement the obligation of
         Raceway to make payment of, and right of VIP to receive payment of, the
         Deferred Portion pursuant to the provisions of the Main Agreement are
         hereby amended as follows:

                  (a)      With respect to each Application for Payment
                  submitted by VIP pursuant to the Main Agreement, Raceway shall
                  only be required to pay 77% of the portion thereof not subject
                  to written objections (the "Current Portion"); and 23% thereof
                  shall be and form a part of the Deferred Portion to be paid
                  when and as hereinbelow provided;

                  (b)      The Deferred Portion shall bear interest on the
                  unpaid principal balance thereof computed at the rate of 16%
                  per annum; which interest shall be due and payable on November
                  31, 2004 (the "Maturity Date");

                  (C))     The Deferred Portion shall be payable on the Maturity
                  Date; provided however that Raceway shall prepay the Deferred
                  Portion (including any accrued interest thereon) from the
                  following sources when, as and if received by Raceway:

                                    (i)      The sum of $250,000 payable by the
                           Harness Horse Association of Central New York, Inc.
                           ("HHA") pursuant to the terms and

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                           conditions of that certain agreement between Raceway
                           and the HHA dated as of December 1, 2002;

                                    (ii)     Subject to the rights of Vestin
                           Mortgage, Inc. ("Vestin"), 20% of the net proceeds of
                           revenues from the operation of video lottery
                           terminals ("VLTs") at Vernon Downs Race Track
                           received and retained by Raceway (net of the portions
                           of such revenues payable to the State of New York,
                           the HHA and the breeders); and

                                    (iii)    Subject to the rights of Vestin ,
                           the net proceeds of additional borrowings by Raceway
                           (exclusive of any proceeds of leases, sales and
                           leasebacks and installment purchases) not utilized to
                           reduce the debt of Raceway to Vestin;

                  (d)      In the event that any Current Portion shall not be
                  paid within 30 days following the submission by VIP to Raceway
                  of the applicable Application for Payment VIP shall have the
                  right, on ten days prior written notice to Raceway (during
                  which period cure shall be permitted) to) demand, in writing,
                  payment in full of the then outstanding Deferred Portion;

                  (e)      VIP shall not, until no earlier than 30 days
                  following the failure by Raceway to pay the Current Portion of
                  an Application for Payment, file and/or permit to be filed, a
                  mechanic's and/or materialmen's lien on or with respect to the
                  Project and/or the real and/or personal property of Raceway.

2.       Subject to the terms and conditions of this Paragraph 2, Raceway does
         hereby give and grant unto VIP a "right of last refusal" with respect
         to all construction, architectural and/or engineering services to be
         secured by Raceway from third parties with respect to construction to
         be commenced (other than the Project) at Vernon Downs Race Track during
         the period commencing on the date hereof and terminating on December
         31, 2008. The foregoing "right of last refusal" shall be and mean and
         obligate Raceway, prior to executing an agreement with a third party
         supplier of construction, architectural and/or engineering services, to
         offer to VIP the right to execute and perform any such agreement in
         lieu and instead of such other third party upon the identical terms and
         conditions set forth in such agreement. VIP shall have the right within
         the ten day period following receipt of a copy of any such proposed
         third party agreement (or memorandum setting forth the relevant
         services and financial terms) to exercise such "right of last refusal"
         by a writing ("VIP Notice")received by Raceway prior to the expiration
         of such ten day period. The VIP Notice shall, in order to represent an
         effective exercise of such "right of last refusal", include the
         unconditional written agreement of VIP to perform the services
         described, for the consideration therein stated and otherwise in
         accordance with the such third party agreement and/or memorandum.

3.       This Agreement sets forth the entire agreement between the parties
         hereto with respect to the subject matter herein contained; shall be
         governed and construed in accordance with

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         the laws of the State of New York; cannot be altered ,amended,
         modified, terminated or rescinded except by a writing executed by both
         of the parties hereto; and shall inure to the benefit of and be binding
         upon the parties hereto and their respective successors, transferees
         and assign.

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

                                               V.I.P. Structures, Inc.

                                               By_______________________________

                                               Mid-State Raceway, Inc.

                                               By_______________________________