THIRD
      AMENDED AND RESTATED NOTE

     

    
      
        	U.S. $2,400,000.00 	
                October
                  31, 2005

              
	 	
                 New
                  Albany,
                  Indiana

              


      

    

                                                                                     
      

     

               
      F0R VALUE RECEIVED, FLORIDA GAMING CENTERS, INC., a Florida Corporation (“FGCI”)
      and CITY NATIONAL BANK OF FLORIDA, successor by merger to City National Bank
      of
      Miami, as Trustee under Trust Agreement dated January 3, 1979, and known as
      Trust No. 5003471 (“Trust” and together with FGCI, the “Borrower”),promise to
      pay to the order of FREEDOM FINANCIAL CORPORATION, an Indiana corporation,
      (“Lender”), at its place of business in New Albany, Indiana or such other place
      as Lender may designate from time to time hereafter, the principal amount of
      Two
      Million Four Hundred Dollars ($2,400,000)or such lesser principal amount as
      may
      be owed by Borrower to Lender hereunder, together with interest on the unpaid
      balance until paid, at the rate of eight percent (8%) per annum(the “Stated
      Rate”). Interest shall be computed on the basis of a 360 day year and charged
      for the actual number of days elapsed. The final payment of all then outstanding
      principal and interest shall be due on October 31, 2008 (the “Maturity Date”).
      Borrower’s obligations under this Note shall be defined and referred to herein
      as “Borrower’s Liabilities”.

     

               
      All payments received hereunder shall be first applied to interest due and
      the
      balance, if any,  to principal. Principal and interest shall be payable as
      follows:

     

                           
      Commencing on the twentieth (20th)
      day of
      November, 2005 and continuing on the twentieth (20th)
      day of
      each month thereafter until the Maturity Date, Borrower shall make monthly
      payments of principal and interest to Lender as necessary to repay the then
      outstanding principal balance at the Stated Rate (with interest payable in
      arrears) amortized on a level term basis over a twenty-five (25) year term
      commencing on the date hereof. If not sooner paid, the outstanding principal
      amount of the loan evidenced hereby and all interest accrued and unpaid thereon,
      shall be due and payable on the Maturity Date.

     

                           
      Borrower may repay all or any portion of this Note, at any time and from time
      to
      time, subject to the following terms:

     

    (a)               
      Each
      partial prepayment shall be in a minimum principal amount of $100,000 and in
      integral multiples of $50,000;

     

    (b)              
      Borrower
      shall provide Lender with at least fifteen (15) days prior written notice of
      any
      prepayment; 

     

    (c)               
      Borrower
      shall pay to Lender all accrued and unpaid interest through the date of such
      prepayment on the principal balance being prepaid; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)              
      Borrower
      shall pay to Lender any other obligations of the Borrower to the Lender then
      due
      which remain unpaid.

     

               
      All principal payments hereunder shall be accompanied by accrued interest on
      the
      principal amount being repaid to the date of payment. All payments hereunder,
      whether in respect of principal, interest, or otherwise, shall be made without
      setoff, counterclaim or deduction in same day funds no later than 2:00 p.m.,
      Indiana time, on the date due by wire transfer (or by advice of transfer from
      or
      between accounts of Borrower and Lender) to such account as Lender shall specify
      from time to time by notice to Borrower. Funds received after that time shall
      be
      deemed to have been received by Lender on the next following  Business Day.
      All payments shall be made in immediately available U.S. Dollars. Whenever
      any
      payment to be made shall otherwise be due on a day which is not a Business
      Day,
      such payment shall be made on the next succeeding Business Day and such
      extension of time shall be included in computing interest, if any, in connection
      with such payment.

     

               
      Reference is hereby made to those certain Loan Documents executed between
      Borrower and CIB Bank dated as of October 31, 2001, as modified by a First
      Modification of Loan Documents by and among Borrower, CIB Bank, Florida Gaming
      Corporation, a Delaware corporation (“FGC”), and W. Bennett Collett, an
      individual, (“Collett”) dated as of October 31, 2004; a Second Modification of
      Loan Documents dated as of January 31, 2005 by and among Borrower, First Bank
      as
      successor by merger to CIB Bank, FGC, and Collett; and a Third Modification
      of
      Loan Documents of even date herewith by and among Borrower, Lender, FGC and
      Collett (as the same may be amended from time to time, the “Loan Agreement”) for
      a statement of (a) the terms and conditions under which the loan evidenced
      hereby has been made, secured and is to be repaid, and (b) Lender’s remedies
      upon the occurrence of a Event of Default hereunder. The terms and conditions
      of
      the Loan Agreement are incorporated herein by reference in their entirety.
      Any
      capitalized terms under herein that are not otherwise defined shall have the
      meanings assigned to them in the Loan Agreement.

     

                Borrower
      warrants and represents to Lender that Borrower shall use the proceeds
      represented by this Note solely for  proper business purposes, and
      consistently with all applicable statutes and the provisions of the Loan
      Agreement and Loan Documents.

     

               
      All of Lender’s rights and remedies under this Note are cumulative and non-
      exclusive. The acceptance by Lender of any partial payment made hereunder after
      the time when any of Borrower’s Liabilities become due and payable will not
      establish a custom, or waive any rights of Lender to  enforce prompt
      payment hereof. Lender’s failure to require strict performance by Borrower of
      any provision of this Note shall not waive, affect, or diminish any right of
      Lender thereafter to demand strict compliance and performance therewith. Any
      waiver of an Event of Default hereunder shall not suspend, waive or affect
      any
      other Event of Default hereunder. Borrower and every endorser waive presentment
      demand and protest and notice of presentment, protest, default, non-payment,
      maturity, release, compromise, settlement, extension or renewal of this Note,
      and hereby ratify and confirm whatever Lender may do in this regard. Borrower
      further waives any and all notice or demand to which Borrower might be entitled
      with respect to this Note by virtue of any statute or law (to the extent
      permitted by law).

               
      

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

               
      Borrower agrees to pay, upon Lender’s demand therefor, any and all costs, fees
      and expenses (including reasonable attorneys’ fees, costs and expenses) incurred
      in enforcing any of Lender’s rights hereunder, and to the extent not paid shall
      become part of Borrower’s Liabilities hereunder.

     

               
      If any provision of this Note or the application thereof to any party or
      circumstance is held invalid or unenforceable, the remainder of this Note and
      the application thereof to other parties or circumstances will not be affected
      thereby, the provisions of this Note being severable in any such
      instance.

     

               
      If this Note is signed by more than one party, the liability of each such party
      shall be joint and several, and each reference herein to Borrower shall be
      deemed to refer to each such party.

     

               
      This Note is submitted by Borrower to Lender at Lender’s principal place of
      business and shall be deemed to have been made thereat. This Note shall be
      governed and controlled by the laws of the State of Indiana as to
      interpretation, enforcement, validity, construction, and effect, but without
      reference to its choice of law provisions. Any notice required hereunder shall
      be served consistent with the terms and provisions of the Loan Agreement
      relating to notice.

     

               
      No modification, waiver, estoppel, amendment, discharge or change of this Note
      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.

     

               
      BORROWER IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY OR
      RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE MAY BE LITIGATED IN
      COURTS HAVING SITUS WITHIN THE JURISDICTION OF THE COUNTY OF FLOYD, STATE OF
      INDIANA. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR
      FEDERAL COURT LOCATED IN SAID COUNTY AND STATE AND WAIVES ANY OBJECTION IT
      MAY
      HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY
      PROCEEDING HEREUNDER.

     

    BORROWER
      AND LENDER IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN AN ACTION OF
      PROCEEDING: (1) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH
      THIS
      NOTE OR AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY
      IN
      THE FUTURE BE DELIVERED IN CONNECTION HEREWITH 0R (2) ARISING FROM ANY DISPUTE
      OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS NOTE OR ANY SUCH AMENDMENT,
      INSTRUMENT, DOCUMENT, OR AGREEMENT, AND  AGREE THAT ANY SUCH ACTION OR
      PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     

    
      
         

      

      
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      This Note is a restatement of the indebtedness evidenced by and is a replacement
      of that certain Second Amended and Restated Note of the undersigned dated
      January 31, 2005 in the face principal amount of $3,359,469.54 payable to the
      order of First Bank as successor by merger to CIB Bank as predecessor in
      interest to Lender (“Prior Note”), and nothing contained herein shall be
      construed (i) to deem paid or forgiven the unpaid principal amount of, or unpaid
      accrued interest on the Prior Note outstanding at the time of its replacement
      by
      this Note; or (ii) to release, cancel, terminate or otherwise adversely affect
      all or any part of any security interest or other encumbrance heretofore granted
      to or for the benefit of the Prior Note.

     

                           
      This Note is executed and delivered by City National Bank of Florida, not
      personally, but as Trustee as aforesaid in the exercise of the power and
      authority conferred upon and vested in such Trustee, provided, that City
      National Bank of Florida hereby personally warrants that it possesses full
      power
      and authority to execute and deliver same. It is expressly understood and agreed
      that nothing contained in this Note shall be construed as creating any liability
      on City National Bank of Florida personally to pay the indebtedness evidenced
      by
      this Note and the other Loan Documents or any interest that may accrue thereon,
      or to perform any covenant, express or implied, contained therein, all such
      personal liability, if any, being expressly waived by Lender and by every person
      now of hereafter claiming any right hereunder.

               

    
      
        	ATTEST: 	 	BORROWER:
	 	 	 	 	 
	 	 	 	FLORIDA GAMING
                CENTERS,
                INC.
	 	 	 	 	 
	By:	/s/
                Kimberly R. Tharp	 	By:	/s/
                W. Bennett Collett
	 	Kimberly R. Tharp 	 	 	W. Bennett Collett
	 	Secretary	 	 	Chairman of the Board and CEO
	 	 	 	 	 
	
                 

              	
                 

              	 	CITY NATIONAL
                BANK OF
                FLORIDA
                Successor
                  by merger to City National

                Bank
                  of Miami, as Trustee under Trust

                Agreement
                  dated January 3, 1979 and

                known
                  as Trust No. 500371

              
	 	 	 	 	 


      

    

                                                            
      

     

                    

    
      
         

      

      
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