FOURTH AMENDING AGREEMENT IN RESPECT OF THE BRIDGE LOAN AGREEMENT

LOS ANGELES TURF CLUB, INCORPORATED ,

a corporation incorporated under the laws of the State of California

(hereinafter collectively called the “ Santa Anita Guarantors ”),

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GULFSTREAM PARK RACING ASSOCIATION, INC. ,

a corporation incorporated under the laws of the State of Florida

(hereinafter called the “ Gulfstream Guarantor ”),

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GPRA THOROUGHBRED TRAINING CENTER INC. ,

a corporation incorporated under the laws of the State of Delaware

(hereinafter called the “ Palm Meadows Training Guarantor ”),

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MEC DIXON, INC. ,

a corporation incorporated under the laws of the State of Delaware

(hereinafter called the “ Dixon Guarantor ”),

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MEC HOLDINGS (USA) INC. ,

a corporation incorporated under the laws of the State of Delaware

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SUNSHINE MEADOWS RACING, INC. ,

a corporation incorporated under the laws of the State of Delaware

(hereinafter collectively called the “ Ocala Guarantors ”),

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THISTLEDOWN, INC. ,

a corporation incorporated under the laws of the State of Ohio

(hereinafter called the “ Thistledown Guarantor ”),

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MEC MARYLAND INVESTMENTS INC. ,

a corporation incorporated under the laws of the State of Delaware

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30000 MARYLAND INVESTMENTS LLC ,

a limited liability company formed under the laws of the State of Delaware

(hereinafter collectively called the “ AmTote Guarantors ”) (the Golden Gate Fields Guarantors, the Santa Anita Guarantors, the Gulfstream Guarantor, the Palm Meadows Training Guarantor, the Dixon Guarantor, the Ocala Guarantors, the Thistledown Guarantor, and the AmTote Guarantors hereinafter collectively called the “ Guarantors ”),

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WHEREAS the Lender, as lender, the Borrower, as borrower, and the Guarantors, as guarantors, are parties to a bridge loan agreement made as of September 12, 2007, as amended by a First Amending Agreement (the “ First Bridge Loan Amending Agreement ”) made as of the 23 ^rd day of May, 2008, as amended by a Second Amending Agreement (the “ Second Bridge Loan Amending Agreement ”) made as of the 13 ^th day of August, 2008, as amended by a Third Amending Agreement (the “ Third Bridge Loan Amending Agreement ”) made as of the 15 ^th day of September, 2008 (such bridge loan agreement, as amended and as may be further amended, modified, renewed or replaced from time to time being referred to herein as the “ Bridge Loan Agreement ”);

AND WHEREAS on September 11, 2007, the Borrower’s Board of Directors approved and adopted a plan (the “ MEC Debt Elimination Plan ”) (referenced in the Bridge Loan Agreement as the Borrower Restructuring Plan) to restructure the Borrower’s balance sheet through the sale of certain assets and entering into strategic partnerships or joint ventures to allow the Borrower to substantially eliminate its debt by December 31, 2008, and to pursue a business plan focused on achieving sustainable profitability;

AND WHEREAS the MEC Debt Elimination Plan contemplated the sale of assets including, without limiting the generality of the foregoing, certain of those Properties owned by the Borrower that constitute collateral for the Loan;

AND WHEREAS the sale of assets under the MEC Debt Elimination Plan continues to take longer than originally contemplated and, although the Borrower continues to take steps to implement the MEC Debt Elimination Plan, it does not expect to execute the MEC Debt Elimination Plan on the originally contemplated time schedule, if at all;

AND WHEREAS on March 31, 2008, the Board of Directors of MI Developments Inc. (“ MID ”), an affiliate of the Lender and the controlling shareholder of the Borrower, received a reorganization proposal on behalf of various shareholders of MID that would, among other things, alter the relationship between MID and the Borrower;

AND WHEREAS on June 27, 2008, MID announced that, in light of shareholder discussions relating to potential amendments to the reorganization proposal, the special meeting of MID shareholders to consider the reorganization proposal, previously called for July 24, 2008, was being postponed;

AND WHEREAS despite discussions between MID and various of its shareholders relating to potential amendments to the reorganization proposal, no consensus has been reached with respect to such amendments, and, therefore, MID intends to continue to explore a range of alternatives with respect to its investment in the Borrower;

AND WHEREAS on August 22, 2008, MID announced that it had retained GMP Securities L.P. as a financial advisor to MID management to liaise with shareholders in an attempt to develop a consensus on how best to reorganize MID;

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AND WHEREAS pursuant to the First Bridge Loan Amending Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia : (i) increase the Loan Amount from $80,000,000 to $110,000,000; (ii) provide that Loan Amounts borrowed and repaid prior to the date of the First Bridge Loan Amending Agreement may be reborrowed; (iii) extend the Maturity Date of the Loan from May 31, 2008 to August 31, 2008; and (iv) provide for certain additional arrangement and extension fees, all on the terms and conditions set out therein;

AND WHEREAS pursuant to the Second Bridge Loan Amending Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia : (i) extend the Maturity Date of the Loan from August 31, 2008 to September 30, 2008; and (ii) provide for an extension fee, all on the terms and conditions set out therein;

AND WHEREAS pursuant to the Third Bridge Loan Amending Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia : (i) extend the Maturity Date of the Loan from September 30, 2008 to October 31, 2008; and (ii) provide for an extension fee, all on the terms and conditions set out therein;

AND WHEREAS the parties to the Bridge Loan Agreement have agreed to further amend the Bridge Loan Agreement to, inter alia : (i) increase the Loan Amount from $110,000,000 to $125,000,000; and (ii) provide that Loan Amounts borrowed and repaid in July 2008 may be reborrowed, all on the terms and conditions set out herein;

AND WHEREAS the Lender has provided a letter to the Borrower determining in writing that the Maturity Date shall be December 1, 2008 (or such later date or dates as may be determined in writing from time to time by the Lender in its sole discretion, with such later date or dates being subject to such conditions as may be determined by the Lender in its sole discretion);

NOW THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement and the sum of Ten Dollars ($10.00) paid by each of the parties hereto to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

1.              Definitions .  Unless otherwise defined herein, all capitalized terms used in this agreement (this “ Agreement ”) shall have the respective meanings ascribed to them in the Bridge Loan Agreement.

2.              Representations and Warranties . The Borrower and the Guarantors jointly and severally represent and warrant to and in favour of the Lender, with the intent that the Lender shall be entitled to rely upon such representations and warranties in entering into this Agreement and notwithstanding the completion of the transactions contemplated herein, that: (i) all of the recitals to this Agreement are true and complete in all material respects; (ii) except as specifically qualified in the Disclosure Schedule, all of the representations and warranties of the Borrower in Article 5 of the Bridge Loan Agreement are true and correct on the date hereof as if made on and as of the date hereof; and (iii) there are no facts, conditions or circumstances that are known to the Borrower or any of the Guarantors and that may reasonably be considered relevant to the Lender’s decision to enter into this Agreement that have not been disclosed in writing to the Lender.

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3.              Amendments .  The Bridge Loan Agreement is hereby amended as follows:

(a)            by adding, in proper alphabetical order, the following definition of “ Bankruptcy Code ” to Section 1.1 of the Bridge Loan Agreement:

““ Bankruptcy Code ”  means Title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq.;”;

(b)            by adding, in proper alphabetical order, the following definition of “ Fourth Bridge Loan Amending Agreement ” to Section 1.1 of the Bridge Loan Agreement:

“