Unassociated Document


    FLORIDA
GAMING CORPORATION

    PROMISSORY
NOTE

    
       

      
        
          
            
              	$90,000.00	
                      Louisville, Kentucky

                    
	 	
                      February 4th,
    2010

                    


            

          

        

        
 

      

    

    Florida
Gaming Corporation, a Delaware corporation (the “Company”), the
principal office of which is located at 2669 Charlestown Road, New Albany,
Indiana 47150, for value received, hereby promises to pay to the order
of  H2C, Inc., whose address is 7 Partridge Run Warren, NJ 07059 (the
“Holder”), the
sum of Ninety Thousand Dollars ($90,000.00), and any unpaid accrued interest
hereon, on first (1st) day of
each month in  10 installments of equal amounts commencing March 1,
2010.  Payment for all amounts due hereunder shall be made by mail to
the Holder at the address of the Holder as set forth above.

     

    The
following is a statement of the rights of the Holder and the conditions to which
this Note is subject, and to which the Holder, by the acceptance of this
Note, agrees:

     

    1.           Interest.  The Company
shall pay interest at the rate often percent (10%) per annum (the “Initial Interest
Rate”) on the principal of this Note outstanding during the period
beginning on the date hereof and ending on the Maturity Date.  Accrued
interest under this Note shall be compounded annually.  Interest
payable under this Note shall be computed on the basis of a year of 365 days and
actual days elapsed occurring in the period for which
payable.  Interest shall be payable monthly with each monthly
installment of principle.  In the event that any installment of
principal plus accrued but unpaid interest is not paid when due, or upon any
other Event of Default (as defined below), interest at the same rate as the
Initial Interest Rate plus nineteen percent (19%) shall continue to accrue
on the balance of any unpaid principal until such balance is paid.

     

    All
payments made on this Note shall be applied, at the option of the Holder, first
to late charges and collection costs, if any, then to accrued interest and then
to principal.  After the Maturity Date or upon an Event of
Default, interest shall continue to accrue on this Note at the rate set forth
above and shall be payable on demand of the Holder.

     

    Notwithstanding
anything in this Note to the contrary, the interest rate charged hereon shall
not exceed the maximum rate allowable by applicable law.  If any
stated interest rate herein exceeds the maximum allowable rate, then the
interest rate shall be reduced to the maximum allowable rate, and any excess
payment of interest made by the Company at any time shall be applied to the
unpaid balance of any outstanding principal of this Note.

     

    2.           Events of
Default.  If any of the
events specified in this Section 2 shall occur (herein individually referred to
as an “Event of
Default”), the Holder of this Note may, so long as such condition exists,
declare the entire outstanding principal of this Note and unpaid accrued
interest thereon immediately due and payable by notice in writing to the
Company:

     

    (i)           the
institution by the Company of proceedings to be adjudicated as bankrupt
or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer
consenting to or seeking reorganization or release under the federal Bankruptcy
Act, or any other applicable federal or state law, or the consent by it to the
filing of any such petition or the appointment of a receiver, liquidator,
assignee, trustee or other similar official of the Company, or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (ii)           if,
within sixty (60) days after the commencement of an action against the Company
(and service of process in connection therewith on the Company) seeking any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been resolved in favor of the Company or all orders or proceedings
thereunder affecting the operations or the business of the Company stayed, or if
the stay of any such order or proceeding shall thereafter be set aside, or if,
within sixty (60) days after the appointment without the consent or acquiescence
of the Company of any trustee, receiver or liquidator of the Company or of
all or any substantial part of the properties of the Company, such appointment
shall not have been vacated;

     

     (iii)           any
capital reorganization of the Company, any reclassification or recapitalization
of the capital shares of the Company or any transfer of all or substantially all
of the assets of the Company to any other person or any consolidation or merger
involving the Company;  or

     

    (iv)           any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company.

     

    3.           Assignment and Binding
Effect.  The rights and
obligations of the Company and the Holder shall be binding upon and benefit the
successors, permitted assigns, heirs, administrators and transferees of the
parties. This Note may not be assigned by the Company or the Holder without the
prior written consent of the other party.

     

    4.           Waiver and
Amendment.  This Note may
not be amended, waived or modified except upon the written consent of the
Company and the Holder.

     

    5.           Prepayment.  This Note may be
prepaid at the election of the Company upon 10 days prior written notice to the
Holder.

     

    6.           Treatment of
Note.  To the extent
permitted by generally accepted accounting principals, the Company will treat,
account and report the Note as debt and not equity for accounting purposes and
with respect to any returns filed with federal, state or local tax
authorities.

     

    7.           Notices.  Any notice,
request or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been duly given when (i) delivered by hand
(with written confirmation of receipt), or (ii) when received by the addressee,
if sent by a nationally recognized overnight delivery service (receipt
requested), in each case to the appropriate addresses set forth
herein.  Any party hereto may by notice so given change its address
for future notice hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    8.           Waivers.  The Company
hereby waives presentment, demand, protest and notice of dishonor and protest,
and also waives all other exemptions; and agrees that extension or extensions of
the time of payment of this Note or any installment or part thereof may be made
before, at or after maturity by agreement by the Holder.  Upon default
hereunder, the Holder shall have the right to offset the amount owed by the
Company against any amounts owed by the Holder in any capacity to the Company,
whether or not due, and the Holder shall be deemed to have exercised such right
of offset and to have made a charge against any such account or amounts
immediately upon the occurrence of an Event of Default hereunder even though
such charge is made or entered on the books of the Holder subsequent
thereto.  The Company shall pay to the Holder, upon demand, all costs
and expenses, including, without limitation, reasonable attorneys’ fees and
legal expenses, that may be incurred by the Holder in connection with the
enforcement of this Note.

     

    9.           Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, excluding that body of law relating to conflict of laws.

     

    10.           Heading;
References.  All headings
used herein are used for convenience only and shall not be used to construe or
interpret this Note.  Except where otherwise indicated, all references
herein to Sections refer to Sections hereof.

     

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be issued this
4th       day of February, 2010

    


    FLORIDA
GAMING CORPORATION

    


    


    By:/s/ W. Bennett
Collett

    


    Title:  Chairman and
CEO