Unassociated Document


    


    Exhibit
      10.12

     

    PROMISSORY
      NOTE
      ("Note")



    

      
        	
                $1,000,000.00

              	
                June
                  26, 2008

              


      

    

    


    THE
      UNDERSIGNED ("Maker") promises to pay to the order of James W. Stuckert
      ("Payee"), whose mailing address is 500 West Jefferson Street, Louisville,
      Kentucky 40202, the principal sum of ONE MILLION DOLLARS ($1,000,000.00), with
      interest on the unpaid principal calculated at the following rate and payable
      in
      the following manner: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(a)	
              The
                interest rate shall be equal to the "Prime Rate" plus
                three (3) percentage points. The term "Prime Rate" shall mean the
                annual
                rate of interest as published in the Wall
                Street Journal
                on
                the date hereof. Notwithstanding anything herein to the contrary,
                the
                interest rate applied to this Note shall at no time exceed the maximum
                rate permitted by applicable law, whether now or hereafter in effect.
                

            


    

     

    
      	
            	(b)	
              The
                entire unpaid principal balance of this Note, together with accrued
                interest, shall be due and payable on or before September 30, 2008
                (the
                "Maturity Date"), unless the Maturity Date is amended as provided
                below.

            


    

     

    Warrant.
      As
      additional inducement to Payee to provide to Maker the loan referenced herein,
      simultaneously with the execution and delivery of this Note Maker shall execute
      and deliver to Payee a warrant to acquire up to Twenty Thousand (20,000) shares
      of its common stock upon the terms and conditions contained in, and
      substantially in the form of, the form of Warrant attached hereto as
Exhibit
      A.

     

    Amendment
      of Maturity Date.
      If on
      or before the date ten (10) days before the scheduled Maturity Date, Maker
      executes and delivers to Payee a warrant to purchase up to Ten Thousand (10,000)
      shares of its common stock substantially in the form of Exhibit
      A
      hereto,
      the Maturity Date shall be amended to become December 31, 2008. That amended
      date shall become the “Maturity Date” for all purposes under this
      Note.

     

    Interest
      Basis.
      Interest shall be calculated on the basis of a three hundred sixty (360) day
      year for actual days elapsed. 

     

    Prepayment.
      The
      Maker shall have the privilege of prepaying this Note in part or in full at
      any
      time.

     

    Mandatory
      Repayment.
      In the
      event Maker receives proceeds, through settlement or otherwise, derived from
      its
      status as plaintiff in FGC
      v.
      Affiliated FM Insurance Company, Case No. 07-20897-CIV-UNGARO,
      filed
      in the United States District Court for the Southern District of Florida, within
      ten (10) days following receipt of such proceeds Maker shall pay to Payee the
      outstanding principal balance of this Note plus all accrued but unpaid interest
      thereon.

     

    Application
      of Payments.
      All
      payments made on the indebtedness evidenced by this Note shall be applied first
      to payment of accrued interest, and then to payments of principal.
      

     

    Place
      and Manner of Payment.
      All
      payments of interest and principal are payable in lawful money of the United
      States of America in cash or immediately available funds, at the Payee's office
      at which the payment is made, or at such other place as the Payee may designate
      in writing. At its option, the Payee may elect to give the Maker credit for
      any
      payment made by check or other instrument in accordance with the Payee's
      availability schedule in effect from time to time for such items and
      instruments, which the Payee will make available to the Maker on request.


     

    Event
      of Default.
      Maker
      shall be in default in this Note upon Maker's failure to make any payment of
      any
      sum due hereunder on or before the date fifteen (15) days following the Maturity
      Date without further notice or demand. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Remedies
      after Default.
      At the
      option of Payee, all or any part of the principal and accrued interest on the
      Note, and all other obligations of the Maker to the Payee shall become
      immediately due and payable without additional notice or demand, upon the
      occurrence of an Event of Default or at any time thereafter. Payee may exercise
      all rights and remedies provided by law, equity, or this Note. All rights and
      remedies are cumulative and concurrent and may be pursued singularly,
      successively or together, at the sole discretion of Payee, and may be exercised
      as often as occasion therefore shall arise. Such remedies are not exclusive,
      and
      Payee is entitled to all remedies provided at law or equity, whether or not
      expressly set forth therein. No act, or omission or commission or waiver of
      Payee, including specifically any failure to exercise any right, remedy or
      recourse, shall be effective unless set forth in a written document executed
      by
      Payee and then only to the extent specifically recited therein. A waiver or
      release with reference to one event shall not be construed as continuing, as
      a
      bar to, or as a waiver or release of, any subsequent right, remedy or recourse
      as to any subsequent event, nor shall any single or partial exercise thereof
      preclude any other or further exercise or the exercise of any other right,
      remedy or recourse. No notice to or demand on any party liable for the payment
      of this Note in any case shall entitle any such party to any other or further
      notice or demand in the same, similar or other circumstances. 

     

    Waiver
      and Consent. By
      the
      making or guaranty of this Note: 

     

    (a)
       Maker
      and
      Guarantor waives demand, presentment, protest, notice of protest, notice of
      dishonor, suit against any party and all of the requirements necessary to hold
      any maker, cosigner, endorser, surety or guarantor liable; 

     

    (b)
       The
      Guarantor consents to any renewals or extensions of time for payment on this
      Note; 

     

    (c)
       Maker
      and
      the Guarantor consent to Payee's release of, agreement not sue, suspension
      of
      the right to enforce this instrument against and discharge or compromise of
      any
      obligation of any co-signer, endorser, surety or guarantor, all without notice
      to or further reservations of rights against any of such parties, and all
      without in any way affecting or releasing the liability of any of such parties;
      

     

    (d)
       The
      Guarantor consents to any modification of the terms of this Note agreed to
      in
      writing by Maker and Payee; 

     

    (e)
       Maker
      and
      the Guarantor consent to any and all sales, repurchases, participations and
      sub-participations of this Note to or by any person or entity in any amounts
      and
      waive notice of such sales, repurchases, participations and sub-participations
      of this Note; and

     

    (f)
       Maker
      and
      the Guarantor consent to Payee's right of set-off as well as any participant's
      or sub-participant's right of set-off. 

     

    Usury
      Limitation. The
      parties agree and intend to comply with the applicable usury law, and
      notwithstanding anything contained herein or other document related to the
      loan
      evidenced by this Note, the effective rate of interest to be paid on this Note
      (including all costs, charges and fees which are characterized as interest
      under
      applicable law) shall not exceed the maximum contract rate of interest permitted
      under applicable law, as it exists from time to time. Payee agrees not to
      knowingly collect or charge interest (whether denominated as fees, interest
      or
      other charges) which will render the interest rate hereunder usurious, and
      if
      any payment of interest or fees by Maker to Payee would render this Note
      usurious, Maker agrees to give Payee written notice of such fact with or in
      advance of such payment. If Payee should receive any payment which constitutes
      interest under applicable law in excess of the maximum lawful contract rate
      permitted under applicable law (whether denominated as interest, fees or other
      charges), the amount of interest received in excess of the maximum lawful rate
      shall automatically be applied to reduce the principal balance, regardless
      of
      how such sum is characterized or recorded by the parties. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Disclaimer
      of Relationship.
      The
      Maker and the Guarantor to this obligation acknowledge that: 

     

    (a)
       The
      relationship between the Payee, Maker and the Guarantor is one of creditor
      and
      debtor and not one of partner or joint venturer; 

     

    (b)
       The
      Maker
      and the Guarantor have not relied on any representation of the Payee regarding
      the merits of the use of proceeds of the loan. 

     

    Choice
      of Law. This
      Note
      shall be governed by the Laws of the State of Delaware (without regard to its
      choice of law rules) and the United States of America, whichever the context
      may
      require or permit. 

     

    Severability. If any
      provision of this Note shall be held unenforceable or void, then such provision
      shall be deemed severable from the remaining provisions and shall in no way
      affect the enforceability of the remaining provisions nor the validity of this
      Note. 

     

    Captions
      and Pronouns.
      The
      captions and headings of the various sections of this Note are for convenience
      only, and are not to be construed as confining or limiting in any way the scope
      or intent of the provisions hereof. Whenever the context requires or permits,
      the singular shall include the plural, the plural shall include the singular,
      and the masculine, feminine and neuter shall be freely interchangeable.


     

    Time
      of the Essence. Time
      is
      of the essence with respect to each provision in this Note where a time or
      date
      for performance is stated. All time periods or dates for performance stated
      in
      this Note are material provisions of this Note. 

     

    Waiver
      of Trial by Jury. The
      Maker
      hereby, and the Payee by its acceptance of this Note, knowingly, voluntarily
      and
      intentionally waive the right either may have to a trial by jury in respect
      to
      any litigation arising out
      of,
      under, or in connection with this Note and other agreements executed or
      contemplated to be executed in connection herewith, or arising out of, under,
      or
      in connection with any course of conduct, course of dealing, statements (whether
      verbal or written) or action of either party, whether in connection with the
      making of the loan, collection of the loan, or otherwise. This provision is
      a
      material inducement for the Payee making the loan evidenced by this Note.


     

    IN
      WITNESS WHEREOF, Maker has executed and delivered this instrument as of the
      day
      and year first above written. 

    


    
      	
              FLORIDA
                GAMING CORPORATION, a
                Delaware

              corporation

            
	 
	
              By: 

            	
              /s/W.Bennett
                Collett

            
	 	
              W.
                Bennett Collett

            
	 	
              Chairman
                and CEO

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GUARANTY

    


    The
      undersigned W. Bennett Collett hereby personally guaranties the full and prompt
      payment of all amounts due hereunder by Maker to Payee.

    


    
      	
              /s/
                W. Bennett Collett

            
	
              W.
                Bennett Collett

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBT
      A

    


    Form
      of Warrant


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS. THESE
      SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
      REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, AND HEDGING
      TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED.



     

    WARRANT
      TO PURCHASE COMMON STOCK OF

    FLORIDA
      GAMING CORPORATION

    


    Void
      after June 26, 2013

     

    Number
      of Shares: 20,000

    


    This
      certifies that James W. Stuckert (the “Holder”),
      for
      value received, is entitled to purchase, subject to the terms and conditions
      of
      this warrant (this “Warrant”),
      from
      Florida Gaming Corporation, a Delaware corporation (the “Company”),
      having its principal place of business at 3500 N.W. 37th
      Avenue,
      Miami, Florida 33142, an aggregate of Twenty Thousand (20,000) shares (the
      “Warrant
      Shares”)
      of the
      Company’s common stock, par value $0.20 per share (together with any common
      stock into which such common stock may be converted in connection with any
      merger or consolidation of the Company, the “Common Stock”), at a price per
      share of $12.50 (the “Exercise
      Price”).
      

     

    This
      Warrant shall be exercisable, in whole or in part, at any time or from time
      to
      time from and after June 26, 2008 (the “Initial
      Exercise Date”)
      up to
      and including 5:00 p.m. (Eastern Time) on June 26, 2013 (such date being
      referred to herein as the “Expiration
      Date”),
      upon
      surrender to the Company at its principal office (or at such other location
      as
      the Company may advise the Holder in writing) of this Warrant properly endorsed
      with (i) the Exercise Form attached hereto duly completed and executed and
      (ii)
      payment pursuant to Section 2 of the aggregate Exercise Price for the number
      of
      Warrant Shares for which this Warrant is being exercised determined in
      accordance with the provisions hereof. The Exercise Price and the number of
      Warrant Shares purchasable hereunder are subject to further adjustment as
      provided in Section 4 of this Warrant. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exercise;
      Issuance of Certificates; Acknowledgement.
      This
      Warrant is exercisable at the option of the Holder of record hereof, at any
      time
      or from time to time on or after the Initial Exercise Date up to the Expiration
      Date, for all or any part of the Warrant Shares (but not for a fraction of
      a
      Warrant Share) which may be purchased hereunder. The Company agrees that the
      shares of Common Stock purchased under this Warrant shall be and are deemed
      to
      be issued to the Holder hereof as the record owner of such shares as of the
      close of business on the date on which this Warrant shall have been surrendered,
      properly endorsed, the completed, executed Exercise Form delivered and payment
      made for such shares. Certificates for the shares of the Common Stock so
      purchased, together with any other securities or property to which the Holder
      hereof is entitled upon such exercise, shall be delivered to the Holder hereof
      by the Company at the Company’s expense within a reasonable time after the
      rights represented by this Warrant have been so exercised. Each certificate
      so
      delivered shall be in such denominations of the Warrant Shares as may be
      requested by the Holder hereof and shall be registered in the name of such
      Holder. In case of a purchase of less than all the Warrant Shares, the Company
      shall execute and deliver to Holder within a reasonable time an Acknowledgement
      in the form attached hereto indicating the number of Warrant Shares which remain
      subject to this Warrant, if any. 

     

    Payment
      for Shares.
      The
      aggregate purchase price for Warrant Shares being purchased hereunder must
      be
      paid by check or wire transfer of immediately available funds to an account
      designated in writing by the Company to the Holder. 

     

    Shares
      to be Fully Paid; Reservation of Shares.
      The
      Company covenants and agrees that all shares of Common Stock which may be issued
      upon the exercise of the rights represented by this Warrant will, upon issuance,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all preemptive rights of any shareholder and free and clear of all taxes, liens
      and charges with respect to the issue thereof. The Company further covenants
      and
      agrees that during the period within which the rights represented by this
      Warrant may be exercised, the Company will at all times have authorized and
      reserved, for the purpose of issue or transfer upon exercise of the rights
      evidenced by this Warrant, a sufficient number of shares of authorized but
      unissued shares of Common Stock, or other securities and property, when and
      as
      required to provide for the exercise of the rights represented by this Warrant
      in full. 

     

    Adjustment
      of Exercise Price and Number of Shares.
      The
      number of shares of Common Stock issuable upon the exercise of this Warrant
      and
      the Exercise Price hereunder shall be subject to adjustment from time to time
      upon the happening of certain events, as follows:

     

    Dividends
      or Distributions of Common Stock. If the Company shall at any time or from
      time
      to time after the date hereof make or issue, or fix a record date for the
      determination of stockholders entitled to receive, a dividend or other
      distribution on the Common Stock payable in additional shares of Common Stock,
      then and in each such event the Exercise Price hereunder then in effect shall
      be
      decreased as of the time of such issuance or, in the event such a record date
      shall have been fixed, as of the close of business on such record date, by
      multiplying the Exercise Price hereunder then in effect by a fraction: (a)
      the
      numerator of which shall be the total number of shares of Common Stock (assuming
      the conversion or exercise of all outstanding securities of the Company that
      are
      convertible into or exercisable for the purchase of Common Stock, including
      the
      exercise of all options and warrants to purchase Common Stock or securities
      that
      are convertible into or exercisable for the purchase of Common Stock) issued
      and
      outstanding immediately prior to the time of issuance or the close of business
      on such record date; and (b) the denominator of which shall be the total number
      of shares of Common Stock (assuming the conversion or exercise of all
      outstanding securities of the Company that are convertible into or exercisable
      for the purchase of Common Stock, including the exercise of all options and
      warrants to purchase Common Stock or securities that are convertible into or
      exercisable for the purchase of Common Stock) issued and outstanding immediately
      after the time of issuance or the close of business on such record
      date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Dividends
      or Distributions of Other Securities. If the Company shall at any time or from
      time to time after the date hereof make or issue, or fix a record date for
      the
      determination of stockholders entitled to receive, a dividend or other
      distribution on the Common Stock payable in securities of the Company other
      than
      Common Stock and other than as otherwise adjusted in this Section 4, then and
      in
      each such event the Holder shall be entitled to receive upon the exercise of
      this Warrant, in addition to the number of shares of Common Stock receivable
      thereupon, the kind and amount of such other securities receivable upon such
      dividend or distribution, to which a holder of the number of shares of Common
      Stock (or any shares of stock or other securities which may be) issuable upon
      the exercise of this Warrant would have received if this Warrant had been
      exercised immediately prior to such dividend or distribution, all subject to
      further adjustment as provided herein.

     

    Stock
      Splits or Combinations. If the Company shall at any time subdivide the
      outstanding shares of Common Stock, or if the Company shall at any time combine
      the outstanding shares of Common Stock then the exercise price hereunder
      immediately shall be decreased proportionally (in the case of a subdivision)
      or
      increased proportionally (in the case of a combination). Any such adjustment
      shall become effective at the close of business on the date the subdivision
      or
      combination becomes effective.

     

    Reclassification
      or Reorganization. If the Common Stock issuable upon the exercise of this
      Warrant shall be changed into the same or different number of shares of any
      class or classes of stock, whether by capital reorganization, reclassification
      or otherwise (other than a subdivision or combination of shares or stock
      dividend provided for in Section 4.1, 4.2 or 4.3 above, or a reorganization,
      merger, consolidation or sale of assets provided for in Section 4.5 below),
      then
      and in each such event the Holder shall be entitled to receive upon the exercise
      of this Warrant the kind and amount of shares of stock and other securities
      and
      property receivable upon such reorganization, reclassification or other change,
      to which a holder of the number of shares of Common Stock (or any shares of
      stock or other securities which may be) issuable upon the exercise of this
      Warrant would have received if this Warrant had been exercised immediately
      prior
      to such reorganization, reclassification or other change, all subject to further
      adjustment as provided herein.

     

    Merger,
      Consolidation or Sale of Assets. If at any time or from time to time there
      shall
      be a capital reorganization of the Common Stock (other than a subdivision,
      combination, reclassification or exchange of shares provided for elsewhere
      in
      this Section 4) or a merger or consolidation of the Company with or into another
      corporation, or the sale of all or substantially all of the Company’s assets and
      properties to any other person or entity, then as a part of such reorganization,
      merger, consolidation or sale, provision shall be made so that the Holder shall
      thereafter be entitled to receive upon the exercise of this Warrant, the number
      of shares of stock or other securities or property of the Company, or of the
      successor corporation resulting from such reorganization, merger, consolidation
      or sale, to which a holder of the number of shares of Common Stock (or any
      shares of stock or other securities which may be) issuable upon the exercise
      of
      this Warrant would have received if this Warrant had been exercised immediately
      prior to such reorganization, merger, consolidation or sale.

     

    Notice
      of
      Adjustment and Record Dates. The Company shall promptly notify the Holder in
      writing of each adjustment or readjustment of the exercise price hereunder
      and
      the number of shares of Common Stock issuable upon the exercise of this Warrant.
      Such notice shall state the adjustment or readjustment and show in reasonable
      detail the facts on which that adjustment or readjustment is based. In the
      event
      of any taking by the Company of a record of the holders of Common Stock for
      the
      purpose of determining the holders thereof who are entitled to receive any
      dividend or other distribution, the Company shall notify the Holder in writing
      of such record date at least ten (10) days prior to the date specified
      therein.

     

    Rights
      of Holder.
      This
      Warrant does not entitle the Holder to any voting rights or any other rights
      as
      a stockholder of the Company prior to the date of exercise hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No
      Impairment.
      Except
      and to the extent as waived or consented to by the Holder, the Company will
      not,
      by amendment of its Certificate of Incorporation or through any reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of this Warrant and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the exercise rights of the Holder
      against impairment.

     

    Transfer;
      Assignment.
      Neither
      this Warrant nor any legal, economic or beneficial interest in this Warrant
      shall be transferred by way of sale, exchange, conversion, assignment, pledge,
      gift or other disposition or transfer (all of which acts shall be deemed
      included in the term “transfer”
as
      used
      in this Agreement) by the Holder to any person or entity. Any attempt by the
      Holder to transfer this Warrant, any rights, interests or obligations hereunder
      in violation of this Section 7 shall be null and void. Subject to the preceding
      sentences, this Warrant shall be binding upon, inure to the benefit of and
      be
      enforceable by the parties and their respective successors and assigns.


     

    Loss,
      Theft, Destruction or Mutilation of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue and
      deliver in substitution for and upon cancellation of the mutilated Warrant,
      or
      in substitution for the Warrant lost, stolen or destroyed, a new warrant or
      warrants of like tenor and representing an equivalent right or interest, but
      only upon, in the case of a lost, stolen or destroyed certificate, receipt
      of
      evidence reasonably satisfactory to the Company of such loss, theft or
      destruction. If required by the Company, then Holder shall furnish an affidavit
      or other evidence reasonably satisfactory to the Company of the loss, theft
      or
      destruction of such Warrant and an indemnification agreement.

     

    Modification
      and Waiver.
      Any
      term of this Warrant may be amended and the observance of any term of this
      Warrant may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and the Holder. Any amendment or waiver effected in accordance with this
      paragraph shall be binding upon the Company and the Holder.

     

    Notices.
      Except
      as may be otherwise provided herein, all notices, requests, waivers and other
      communications made pursuant to this Warrant shall be in writing and shall
      be
      conclusively deemed to have been duly given (a) when hand delivered to the
      other party; (b) when sent by facsimile to the number set forth below if
      sent between 8:00 a.m. and 5:00 p.m. recipient’s local time on a business day,
      or on the next business day if sent by facsimile to the number set forth below
      if sent other than between 8:00 a.m. and 5:00 p.m. recipient’s local time on a
      business day; (c) three business days after deposit in the U.S. mail with
      first class or certified mail receipt requested postage prepaid and addressed
      to
      the other party at the address set forth below; or (d) the next business
      day after deposit with a national overnight delivery service, postage prepaid,
      addressed to the parties as set forth below with next business day delivery
      guaranteed, provided that the sending party receives a confirmation of delivery
      from the delivery service provider. Each person making a communication hereunder
      by facsimile shall promptly confirm by telephone to the person to whom such
      communication was addressed each communication made by it by facsimile pursuant
      hereto but the absence of such confirmation shall not affect the validity of
      any
      such communication. A party may change or supplement the addresses given above,
      or designate additional addresses, for purposes of this Section 10 by
      giving the other party written notice of the new address in the manner set
      forth
      above. The addresses for the parties are as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      the
      Company:

    Florida
      Gaming Corporation

    2669
      Charlestown Road

    New
      Albany, Indiana 47150

    Fax:
      (812) 945-7717

    


    For
      the
      Holder:

    James
      W.
      Stuckert

    The
      Stuckert Financial Strategies Group

    500
      West
      Jefferson Street

    Louisville,
      Kentucky 40202

    


    Saturdays,
      Sundays, Holidays etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall not be a day, other than a Saturday,
      Sunday or one on which banks are authorized by law or regulation to be closed
      in
      either New York, New York or San Francisco, California (a “Business
      Day”),
      then
      such action may be taken or such right may be exercised on the next succeeding
      day that is a Business Day.

     

    Titles
      and Subtitles; Governing Law; Venue.
      The
      titles and subtitles used in this Warrant are used for convenience only and
      are
      not to be considered in construing or interpreting this Agreement. This Warrant
      is to be construed in accordance with and governed by the internal laws of
      the
      State of Delaware without giving effect to any choice of law rule that would
      cause the application of the laws of any jurisdiction other than the internal
      laws of the State of Delaware to the rights and duties of the Company and the
      Holder. All disputes and controversies arising out of or in connection with
      this
      Warrant shall be resolved exclusively by the state and federal courts located
      in
      the State of Delaware, and each of the Company and the Holder hereto agrees
      to
      submit to the jurisdiction of said courts and agrees that venue shall lie
      exclusively with such courts.

     

    Specific
      Performance.
      The
      Company agrees that the remedies at law of the Holder of this Warrant in the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate and that, to the fullest extent permitted by law, such terms maybe
      specifically enforced by a decree for the specific performance of any obligation
      contained herein or by an injunction against a violation of any of the terms
      hereof or otherwise.

     

    IN
      WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be
      duly
      executed as of this 26th day of June, 2008.

     

    
      	
              FLORIDA
                GAMING CORPORATION

            
	 	 
	
              By:

            	
              /s/
                W. Bennett Collett

            
	
              Name: 

            	
              W.
                Bennett Collett

            
	
              Title:

            	
              Chairman
                and CEO

            


    

     

    
      	
              HOLDER

            
	 
	
              /s/
                James W. Stuckert

            
	
              James
                W. Stuckert

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXERCISE
      FORM

    


    (To
      be
      signed only upon exercise of Warrant)


    


    To:
      __________________________

    


    The
      undersigned, the holder of a right to purchase shares of Common Stock of FLORIDA
      GAMING CORPORATION (the “Company”)
      pursuant to that certain Warrant to Purchase Shares of Florida Gaming
      Corporation (the “Warrant”),
      dated
      as of June 26, 2008, hereby irrevocably elects to exercise the purchase right
      represented by such Warrant for, and to purchase thereunder,
      __________________________ (_________) shares of Common Stock of the Company
      and
      herewith makes payment of _________________________________ Dollars
      ($__________) therefor by the following method:

    


    (Check
      one of the following):

    

      
        	
                _______
                  (check if applicable)

              	
                The
                  undersigned hereby elects to make payment of ______________ Dollars
                  ($___________) therefor in cash.

              
	 	 
	
                _______
                  (check if applicable)

              	
                The
                  undersigned hereby elects to make payment for the aggregate exercise
                  price
                  of this exercise using the Net Issuance method pursuant to Section
                  2 of
                  the Warrant.

              


      

    

     

    The
      undersigned represents that it is acquiring such securities for its own account
      for investment and not with a view to or for sale in connection with any
      distribution thereof.

    


    
      	
              DATED:
                

            	 	 	 
	 	 	 
	 	 	  
	 	 	
              James
                W. Stuckert