GUARANTY
      AGREEMENT

     

    THIS
      GUARANTY AGREEMENT
      (this
“Guaranty”) is made as of the 31st
      day of
      October, 2005 by
      W. BENNETT COLLETT,
      an
      individual (the “Guarantor”), in favor of FREEDOM
      FINANCIAL CORPORATION,
      an
      Indiana corporation (the “Lender”).

     

    RECITALS

     

    A. 
       Pursuant
      to that certain Third Amended and Restated Loan Agreement (the “Loan Agreement”)
      by and between Florida Gaming Centers, Inc. and City National Bank of Florida,
      as Trustee under Trust Agreement dated January 3, 1979 and known as Trust No.
      5003471 (collectively the Borrower”) and Lender dated concurrently herewith (the
“Loan Agreement”), Lender has agreed to make and Borrower has accepted a loan in
      the principal amount of $2,400,000 (the “Loan”), which Loan is evidenced by a
      certain Third Amended and Restated Note dated concurrently herewith and executed
      by Borrower  in favor of Lender (the “Note”), and is secured by, among
      other things, certain Mortgages (collectively the “Mortgages”) assigned by First
      Bank to Lender encumbering the property described in said Mortgages (the
“Property”), excluding approximately 70 acres of land adjoining Florida Gaming
      Centers, Inc.’s Fort Pierce, Florida Jai Alai which land is in the process of
      being sold.

     

    B.     
      The
      Guarantor is financially interested in the Property, through indirect ownership
      and control in Borrower, and as a material inducement to Lender to agree to
      enter into the Loan Agreement and make the Loan, the Guarantor has agreed to
      enter into this Guaranty on the terms and conditions hereinafter set
      forth.

     

    C.   
      It
      will
      be of substantial economic benefit to the Guarantor for the Borrower to issue
      the Note and borrow the principal evidenced thereby.

     

    AGREEMENTS

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing, Guarantor agrees as follows:

     

    1.Definitions.
      

     

    (a)
      “Borrower’s Liabilities” means all obligations and liabilities of Borrower to
      Lender, including, without limitation, all debts, claims and indebtedness
      whether primary, secondary, direct, contingent, fixed  or otherwise,
      heretofore, now and/or from time to time hereafter owing, due or payable,
      however evidenced, created, incurred, acquired or owing and however arising,
      whether under the Loan Documents or by oral agreement or operation of law or
      otherwise, and all terms, conditions, agreements, representations, warranties,
      undertakings, covenants, guaranties and provisions to be performed, observed
      or
      discharged by Borrower under the Loan 

    Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)
      “Guarantor’s Liabilities” means all of Guarantor’s obligations and liabilities
      to Lender under this Guaranty.

     

    (c)
“Loan
      Documents” means the Loan Agreement, the Note, the Mortgages, and
      all

    agreements
      and instruments and documents, including, without limitation, promissory notes,
      loan and security agreements, guaranties, letters of credit, mortgages, deeds
      of
      trust, pledges, powers of attorney, consents, assignments, contracts, notices,
      leases, financing statements and all other written matter heretofore, now and/or
      from time to time hereafter executed by and/or on behalf of Borrower and
      delivered to Lender and any and substitutions, replacements, renewals and/or
      amendments to and of the aforementioned agreements, instruments and
      documents.

     

    2.Guaranty.                                                  
      

     

     Guarantor
      unconditionally and absolutely guarantees to Lender the prompt performance
      and
      payment of all of Borrower’s Liabilities when such performance or payment is due
      or declared due by Lender.

     

    Prior
      to
      enforcing its rights under this Guaranty, Lender is not required to (a)
      prosecute collection or seek to enforce or to resort to any remedies against
      Borrower or any other party liable to Lender on account of Borrower’s
      Liabilities or any guaranty thereof; or (b) to enforce or resort to any remedies
      with respect to any security interests, liens or encumbrances granted to Lender
      by Borrower or any other party to secure the repayment of Borrower’s
      Liabilities.

     

    Guarantor’s
      Liabilities shall in no way be impaired, affected, reduced or released by reason
      of (a) Lender’s failure or delay to do or take any of the actions or things
      described in this Guaranty; (b) the invalidity or unenforceability of Borrower’s
      Liabilities or the Loan Documents; or (c) any loss of or change in priority
      or
      reduction in or loss of value of any security interest, lien or encumbrances
      securing the repayment of Borrower’s Liabilities 

     

    3. 
      Representations
      and Warranties.

     

    Guarantor
      represents and warrants to Lender that:

     

    
      
        
        

      

      
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    (a)  
      The
      recitals in this Guaranty are true and correct;

     

    (b)
      Guarantor has the right, power and capacity to enter into, execute, deliver
      and
      perform this Guaranty;

     

    (c)
      This
      Guaranty, when duly executed and delivered, will constitute a legal, valid
      and
      binding obligation of Guarantor, enforceable against Guarantor in accordance
      with its terms, subject to applicable bankruptcy laws or other laws affecting
      creditor’s rights generally or the equity powers of the courts;

     

    (d)
      The
      execution, delivery and/or performance by Guarantor of this Guaranty shall
      not,
      by the lapse of time, the giving of notice or otherwise, constitute a violation
      of any applicable law or a breach of any provision contained in any agreement
      or
      document to which Guarantor is now or hereafter a party or by which it is or
      may
      become bound;

     

    (e)
      Guarantor is now, and at all times hereafter shall be, solvent and generally
      able to pay its debts as such debts become due, and Guarantor now owns and
      shall
      at all times hereafter own property which, at fair valuation, exceeds the sum
      of
      Guarantor’s debts;

     

    (f)
      Guarantor does not intend to incur or have reason to believe that Guarantor
      will
      incur debts beyond Guarantor’s ability to pay such debts as they
      mature;

     

    (g)
      There
      are no actions or proceedings which are pending or threatened against Guarantor
      which might result in any material and adverse change in Guarantor’s ability to
      perform Guarantor’s Liabilities;

     

    4.Waivers.

     

    (a)Guarantor
      waives any and all right to assert against Lender any claims or defenses based
      upon any failure of Lender to furnish to Guarantor any information or facts
      relating to the ability of Borrower to pay and perform the Borrower’s
      Liabilities.

     

    (b)To
      the
      extent permitted by law, Guarantor waives all defenses, counterclaims and
      offsets of any kind or nature in connection with the validity and/or
      enforceability of this Guaranty, including, without limitation, (i) those
      arising directly or indirectly from the perfection, sufficiency, validity and/or
      enforceability of any security interest granted by Borrower to Lender or
      acquired by Lender from Borrower, and (ii) those based upon the failure or
      adequacy of consideration.

     

     (c)Guarantor
      waives any and all right to assert against Lender any claim or defense based
      upon any election of remedies by Lender, which, in any manner impairs, affects,
      reduces, releases or extinguishes Guarantor’s subrogation rights or Guarantor’s
      right to proceed against Borrower for reimbursement , or any other rights of
      Guarantor against Borrower, or against any other person or security, including,
      without limitation, any defense based upon an election of remedies by Lender
      under any provision or law or regulation of any state, governmental entity
      or
      country,

         
      

    
      
        
        

      

      
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     (d)Guarantor
      waives any right to assert against Lender as a defense, counterclaim, setoff
      or
      cross claim to the payment or performance of Guarantor’s Liabilities, any
      defense, either legal or equitable, setoff, counterclaim or claim which
      Guarantor may now or at any time hereafter have against Borrower or any other
      party liable to Lender in any way or manner.

     

     (e)
      Guarantor hereby waives notice of the following events or occurrences
      and   agrees that Lender may do any or all of the following in such
      manner, upon such terms and at such times as Lender in its sole and absolute
      discretion deems advisable without in any way impairing, affecting, reducing
      or
      releasing Guarantor from Guarantor’s liabilities:

     

    (i)                
      Lender’s
      acceptance of this Guaranty:

     

    (ii)              
      Presentment,
      demand, notices of default, nonpayment, partial payment and protest, and all
      other notices of formality to which Guarantor may be entitled.

     

    (iii)            
      Borrower’s
      heretofore, now or from time to time hereafter doing any of the
      following:

     

    (A)loaning
      monies or extending credit to or for the benefit of Borrower, whether pursuant
      to the Loan Documents or any amendments, modifications, additions or
      substitutions thereto:

     

    (B)
      substituting for, releasing, waiving or modifying any security interests, liens
      or encumbrances in any of Borrower’s assets;

     

    (C)obtaining,
      releasing, waiving or modifying any other party’s guaranty of Borrower’s
      Liabilities or any security interest, lien, encumbrance in any other party’s
      assets given to Lender to secure such party’s guaranty of Borrower’s
      Liabilities;

     

    (D)
      obtaining, amending, substituting for, releasing, waiving or modifying any
      of
      the Loan Documents;

     

    (E)
      granting to Borrower and any other party liable to Lender on account of
      Borrower’s Liabilities any indulgences or extensions of time of payment of
      Borrower’s Liabilities; and

     

    
      
        
        

      

      
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    (F)
      accepting from Borrower or any other party any partial payment or payments
      on
      account of Borrower’s Liabilities or any collateral securing the payment thereof
      or settling, subordinating, compromising, discharging or releasing the
      same.

     

    5.
      Defaults.

     

    The
      occurrence of any of the following events shall, at the election of Lender,
      be
      deemed a default by Guarantor (an “Event of Default”) under this
      Guaranty:

     

    (a)Guarantor
      fails to pay any of Guarantor’s Liabilities when due and payable or properly
      declared due and payable and such payment is not made within thirty (30) days
      of
      the original due date;

     

    (b)Guarantor
      fails or neglects to perform, keep or observe any other term, provision,
      condition, covenant, warranty or representation contained in this Guaranty,
      which is required to be performed, kept or observed by Guarantor and Guarantor
      shall fail to remedy such within thirty (30) days of being served with written
      notice from Lender, during which time Guarantor shall be diligently pursuing
      a
      cure;

     

    (c)the
      Collateral or any other of Guarantor’s assets are attached, seized, subjected to
      a writ of distress warrant, or are levied upon, or become subject to any lien,
      or come within the possession of any receiver, conservator, trustee, custodian
      or assignee for the benefit of creditors;

     

    (d)Guarantor
      becomes insolvent or generally fails to pay, or admits in inability to pay,
      debts as they become due;

     

    (e)a
      petition under Title 11 of the United States Code or any similar law or
      regulation shall be filed by Guarantor or Guarantor makes an assignment for
      the
      benefit of creditors or any case or proceeding is filed by Guarantor for its
      dissolution or liquidation;

     

    (f)a
      petition under Title 11 of the United States Code or any similar law or
      regulation is filed against Guarantor or a case of proceeding is filed against
      Guarantor for its dissolution or liquidation and such proceeding shall not
      be
      dismissed within thirty (30) days of its filing, during which time Guarantor
      shall diligently contest such action or proceeding;

     

    (g)Guarantor
      is enjoined, restrained or in any way prevented by court order from conducting
      all of any material part of its business affairs and such injunction or
      restraint shall not be voided, removed or dismissed within thirty (30) days
      of
      the court’s order, during which time Guarantor shall diligently contest such
      action or proceeding; 

     

    
      
        
        

      

      
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    (h)Guarantor
      is in default in the payment or performance of any material obligation,
      indebtedness or other liability to any third party and such default is not
      cured
      within any cure period specified in any agreement or instrument governing the
      same.

     

    (I)any
      material statement, report or certificate made or delivered to Lender by
      Guarantor is not true and correct;

     

    (j)the
      occurrence of any material adverse change in Guarantor’s financial condition and
      the failure of Guarantor to remedy such within thirty (30) days of being served
      with written notice from Lender;

     

    (k)
      the
      occurrence of a default under any other agreement, instrument and /or document
      executed and delivered by Guarantor to Lender which is not cured by Guarantor
      within any applicable cure period set forth in such agreement, instrument and/or
      document; or

     

    6.
      Miscellaneous.

     

    (a)All
      payments received by Lender from any source on account of Borrower’s Liabilities
      shall be applied by Lender in it sole discretion and this Guaranty shall apply
      to and secure the balance which may be owed to Lender on account of Borrower’s
      Liabilities.

     

    (b)If
      any
      provision of this Guaranty or the application thereof to any party or
      circumstance is held invalid or unenforceable, the remainder of this
      Guaranty  and the application of such provision to other parties or
      circumstances will not be affected thereby, the provisions of this Guaranty
      being severable in any such instance. This Guaranty shall be binding upon
      Guarantor and inure to the benefit of Guarantor and Lender and their successors
      and assigns.

     

    (c)This
      Guaranty shall continue in full force and effect until Borrower’s Liabilities
      are fully paid, performed and discharged. 

     

    (d)This
      Guaranty is submitted to Lender at Lender’s principal place of business and
      shall be deemed to have been made at such address. This Guaranty shall be
      governed by and controlled as to interpretation, enforcement, validity,
      construction, effect and in all other respects by the laws, statutes and
      decisions of the State of Indiana. No modification, waiver, estoppel, amendment
      discharge or change of this Guaranty or any related instrument shall be valid
      unless the same is in writing and signed  by the party against which the
      enforcement of such modification, waiver, estoppel amendment, discharge or
      change is sought.

     

    
      
        
        

      

      
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    (e)Guarantor
      warrants and represents to Lender that Guarantor has read this Guaranty and
      understands the contents hereof and that this Guaranty is enforceable against
      Guarantor in accordance with its terms.

     

    (f)GUARANTOR
      AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY, INDIRECTLY OR OTHERWISE
      IN CONNECTION WITH, OR OUT OF, RELATED TO OR FROM THIS GUARANTY MAY BE LITIGATED
      IN COURTS HAVING SITUS WITHIN THE COUNTY OF FLOYD, STATE OF INDIANA.
      GUARANTOR  CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
      FEDERAL COURT LOCATED WITHIN SAID COUNTY AND STATE. GUARANTOR HEREBY WAIVES
      ANY
      RIGHT GUARANTOR MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION
      BROUGHT AGAINST GUARANTOR IN ACCORDANCE WITH THIS
      PARAGRAPH.

     

    (g)GUARANTOR
      AND LENDER IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
      PROCEEDING(I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS
      GUARANTY OR ANY AGREEMENT DELIVERED IR WHICH MAY IN THE FUTURE BE DELIVERED
      IN
      CONNECTION HEREWITH, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN
      CONNECTION WITH OR RELATED TO THIS GUARANTY OR ANY SUCH AGREEMENT, AND AGREE
      THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
      A JURY.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Guaranty as of the date and year
      aforesaid.

     

    
      
        	 	GUARANTOR:
	 	 
	 	s/
                W.
                Bennett Collett
	 	W. Bennett
                Collett


      

       

    

    
      
        
        

      

      
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