AMENDED
      AND RESTATED LOAN AGREEMENT

    


    THIS
      AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into by
      and among FLORIDA
      GAMING CENTERS, INC.,
      a
      Florida corporation (“FGCI”), 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 (“Trustee” and
      together with FGCI, the “Borrower”) and FREEDOM
      FINANCIAL CORPORATION,
      an
      Indiana corporation “Lender”).

    


    WITNESSETH:

     

    WHEREAS,
      Borrowers entered into Loan Documents, including a Loan Agreement, with CIB
      Bank
      as of October 31, 2001 (the “Original Loan Agreement”), relating to a $4,600,000
      loan by CIB Bank to Borrowers with a maturity date of January 31, 2005 (the
“CIB
      Loan”) and

    


    WHEREAS,
      the Loan Documents were amended by a First Amendment dated as of October 31,
      2001; and

    


    WHEREAS,
      at January 31, 2005 the principal balance due on the CIB Loan had been reduced
      to $3,359,469.54; and

    


    WHEREAS,
      Borrowers and First Bank, as successor by merger to CIB Bank, entered into
      a
      Second Amendment to Loan Documents dated as of January 31, 2005, including
      a
      Second Amended and Restated Note, under which First Bank loaned Borrowers
      $3,359,469.54 with a maturity date of October 31, 2005 (the “First Bank Loan”);
      and

    


    WHEREAS,
      the Second Amendment to Loan Documents provided that as of January 31, 2005,
      First Bank was entitled to receive a deferred fee in the amount of $250,000
      “Deferred Fee”), but if First Bank and Citrus Bank, which participated in the
      First Bank Loan, exercised certain warrants to purchase shares of common stock
      of Florida Gaming Corporation, a Delaware corporation, (“FGC”) (the “First Bank
      Warrants”) the amount of the Deferred Fee would be reduced to as low as $81,525;
      and

    


    WHEREAS,
      the First Bank Loan was secured by mortgages and assignments of rents and leases
      on three parcels of land situated in either St. Lucie County or Miami-Dade
      County, Florida (the “Mortgages”); and

    


    WHEREAS,
      the First Bank Loan was guaranteed by FGC, and by W. Bennett Collett,
      (“Collett”) individually (the FGC and Collett Guaranty Agreements);
      and

    


    WHEREAS,
      at October 31, 2005, the principal balance due on the First Bank Loan was
      reduced to $2,400,000; and

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    WHEREAS,
      on October 31, 2005, the Lender purchased the First Bank Loan for $2,400,000,
      and First Bank assigned the Second Amended and Restated Note and the Mortgages,
      but not the FGC or the Collett Guaranty Agreements, to Lender; and

    


    WHEREAS,
      First Bank retained right to the Deferred Fee and First Bank and Citrus Bank
      retained the right to exercise the First Bank Warrants; and

    


    WHEREAS,
      the parties hereto have agreed to enter into this Amended and Restated Loan
      Agreement for the purpose of setting forth the terms and conditions of the
      $2,400,000 loan by FFC to Borrowers (the “FFC Loan”).

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual promises of the
      parties hereto, they hereby covenant and agree a follows.

    


    1.
      The
      FFC Loan.
      The FFC
      Loan shall be evidenced by a Third Amended and Restated Note in the form
      attached hereto as Exhibit “1” and incorporated herein by
      reference.

    


    2.
      Security
      for FFC Loan.
      The FFC
      Loan shall be secured by the Mortgages, except that approximately 70 acres
      of
      land adjoining the Fort Pierce Jai Alai which is being sold shall not serve
      as
      security for the FFC Loan.

    


    3.
      Guaranty
      of FFC Loan.
      The
      payment of the FCC Loan shall be unconditionally guaranteed by FGC and by
      Collett.

    


    4.
      Representations
      and Warranties of FGCI.
      FGCI
      hereby represents and warrants to Lender as follows:

    


    
      	(a)  	
              Corporate
                Standing.
                FGCI is a corporation duly organized, validly existing an in good
                standing
                under the laws of the State of Florida. FGCI has full corporate power
                and
                authority to own or hold the properties it now owns, and to carry
                on the
                business presently conducted by it. FGCI has full corporate power
                and
                authority to enter into this Agreement and all other agreements
                contemplated by this Agreement, and to consummate the transactions
                contemplated hereunder.

            


    

    


    
      	(b)  	
              Authorization,
                Execution and Delivery of Agreement by FGCI.
                This Agreement has been duly authorized by all necessary corporate
                action
                and has been duly executed and delivered by FGCI. The execution and
                delivery of this Agreement and the consummation of the transactions
                contemplated hereby will not conflict with or constitute a violation
                of
                any provision of the articles of incorporation, bylaws, any material
                contract, trust agreement, pledge agreement, indenture, or other
                agreement
                or instrument to which FGCI is a party or by which FGCI is bound
                or any of
                its properties is subject.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    5.
      Survival
      of Representations and Warranties.
      FGCI
      agrees that all representations and warranties in this Agreement will be true,
      correct, and complete in all material respects at the Loan Closing Date and
      at
      all times thereafter until the FFC Loan is paid in full.

    


    6.
      Closing.
      The FCC
      Loan shall be closed as of October 31, 2005 (the “Closing Date”). At the closing
      FRCI shall deliver the following documents (“Loan Documents”) to Lender, all of
      which shall be duly executed by the Borrower and the Guarantors, as the case
      may
      be:

    


    (a)
      This
      Agreement.

     

    (b)
      The
      Third Amended and Restated Note.

     

    (c)
      The
      FGC and the Collett Guaranty Agreements.

    


    7.
      Borrower’s
      Agreements. Sections 6.3, 6.4, 6.5, 6.7, 6.8, 6.9 6.12, 6.13, 6.14, 6.15, 6.16,
      6.20 and 6.21 of the Original Loan Agreement, a copy of which is attached
      hereto, are incorporated herein by reference.

    


    8.
      Insurance
      Policies.
      Article
      7 of the Original Loan Agreement is incorporated herein by
      reference.

    


    9.
      Casualties.
      Article
      8 of the Original Loan Agreement is incorporated herein.

    


    10.
      Defaults.
      Article
      9 of the Original Loan Agreement is incorporated herein by
      reference.

    


    11.
      Lender’s Remedies in the Event of Default. Article 10 of the Original
      Loan Agreement is incorporated herein by reference.

    


    12.
      Notices.
      Notices
      and other communications provided for herein and in the other Loan Documents
      shall be in writing and shall be delivered personally, sent via facsimile,
      mailed, by certified or registered mail, postage prepaid or delivered by
      overnight courier addressed:

    


    If
      to
      Lender:

    Freedom
      Financial Corporation

    2669
      Charlestown Road, Suite D

    New
      Albany, IN 47150

    Attention:
      Kimberly R. Tharp

    


    If
      to
      Borrower:

    Florida
      Gaming Centers, Inc.

    3700
      N.W.
      37th
      Avenue

    Miami,
      fl
      33142

    Attention:
      W. Bennett Collett

    


    All
      notices and other communications given to any party hereto in accordance with
      the provisions of this Agreement shall be deemed to have been given on the
      date
      of personal delivery, mailing or facsimile transmission and on the date one
      business day after delivery to an overnight courier, in each case addressed
      to
      such person as provided above, or in accordance with the latest unrevoked
      direction from such person.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    13.
      General
      Provisions.
      Sections 11.2, 11.3, 11.4, 11.5, 11.7, 11.8, 11.9, 11.10, 11.11, 11.14, 11.15,
      11.16, 11.17, and 11.18 of the Original Loan Agreement are incorporated herein
      by reference.

    


    14.
      Land
      Trust Exculpation.
      This
      Agreement 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 Agreement shall be construed as creating any
      liability on City National Bank of Florida personally to pay the indebtedness
      evidenced by the Third Amended and Restated 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.

    


    15.
      Applicable
      Law.
      This
      Agreement and the other Loan Documents shall be governed by and construed in
      accordance with the laws of the State of Indiana (exclusive of its conflict
      of
      laws provisions) except with respect to the provisions of any Loan Documents
      which relate to realizing upon any collateral located outside the State of
      Indiana which shall be governed by the law of the state in which the collateral
      is located.

    


    16.
      BORROWER IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY OR
      RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT AND THE OTHER
      LOAN
      DOCUMENTS 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.

    


    17.
      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
      AGREEMENT OR OTHER 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.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Borrower and the Lender have executed this Agreement as
      of
      the 31st
      day of
      October, 2005.

    


    
      	 	 	 	
              THE
                BORROWER:

            	 
	 	 	 	 	 
	 	
               

            	
               

            	
              FLORIDA
                GAMING CENTERS, INC

            	 
	 	 	 	 	 
	ATTEST:	
               

            	
               

            	
               

            	 
	 	 	 	 	 	 
	
              By:

            	
               

            	
              .

            	
              By:

            	
              
                 

              

            	.
	 	
              Kimberly
                R. Tharp

            	
               

            	
            	
              
                W.
                  Bennett Collett

              

            	 
	 	
              Secretary

            	
               

            	
            	
              
                Chairman
                  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.
                5003471

            	 
	 	 	 	 	 	 
	 	
               

            	
               

            	
              By:

            	
               

            	.
	 	
               

            	
               

            	
               

            	
              
                Name:

              

            	.
	 	
               

            	
               

            	
               

            	
              
                Title:

              

            	.
	 	 	 	 	 
	 	
               

            	
               

            	
              THE
                LENDER:

            	 
	 	 	 	 	 
	 	
               

            	
               

            	
              FREEDOM
                FINANCIAL CORPORATION

            	 
	 	 	 	 	 	 
	 	
               

            	
               

            	
              By:

            	
               

            	.
	 	
               

            	
               

            	
               

            	
              
                W.
                  Bennett Collett

              

            	 
	 	
               

            	
               

            	
               

            	
              
                Chairman
                  and CEO

              

            	 


    

    


    


    
      
        
        

      

      
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