EXHIBIT
      4.3

    FGC
      WARRANT AGREEMENT

    


    THIS
      FGC
      WARRANT AGREEMENT (this “Agreement”) dated as of October 31, 2005, is made and
      entered into by and between FLORIDA GAMING CORPORATION, a Delaware Corporation
      (“FGC”), FREEDOM FINANCIAL CORPORATION, an Indiana corporation (“Lender”), JAMES
      W. STUCKERT , Trustee of the James W. Stuckert Revocable Trust U/A dated
      2-10-86, (“Stuckert”), and SOLOMON ODEN HOWELL, Trustee of the Solomon Oden
      Howell, Jr. Revocable Trust U/A dated 6-25-02, (“Howell”).

    


    W-I-T-N-E-S-S-E-T-H:

    


    WHEREAS,
      Florida Gaming Centers, Inc., a Florida corporation (“Centers”) is a
      wholly-owned subsidiary of FGC; and

    


    WHEREAS,
      on October 31, 2005 Lender loaned Centers $2,400,000; and

    


    WHEREAS,
      on October 24, 2005 Stuckert loaned Lender $1,300,000 to help fund Lender’s loan
      to Centers; and

    


    WHEREAS,
      on October 24, 2005 Howell loaned Lender $300,000 to help fund Lender’s loan to
      Centers; and

    


    WHEREAS,
      as an inducement to Lender, Stuckert, and Howell to make the above described
      loans, FGC agreed to issue an aggregate of 60,000 warrants (“FGC Warrants”) to
      purchase up to 60,000 shares of FGC’s authorized and unissued $.20 par value
      common stock (the “FGC Common Stock”), with the FGC Warrants to be allocated
      among Lender, Stuckert and Howell based on the amount of monies each of them
      contributed to the funding of the $2,400,000 loan by Lender to Centers. (The
      FGC
      Common Stock underlying the FGC Warrants is sometimes referred to as the “FGC
      Warrant Shares”.)

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      set
      forth, and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

    


    Section
      1. Warrant
      Certificates. FGC
      hereby issues 20,000 FGC Warrants to Lender, 32,500 FGC Warrants to Stuckert,
      and 7,500 FGC Warrants to Howell. Upon execution of this Agreement, FGC shall
      deliver certificates evidencing such FGC Warrants (the “FGC Warrant
      Certificates”) to Lender, Stuckert and Howell for the number of FGC Warrants set
      forth in this Section 1. Such certificates shall be in registered form and
      shall
      be substantially in the form set forth in Exhibit A attached hereto. The FGC
      Warrant Certificates issued to Stuckert and Howell shall be dated as of October
      24, 2005, and the FGC Warrant Certificate issued to Lender shall be dated as
      of
      the October 31, 2005.

    


    
      
         

      

      
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    Section
      2. Execution
      of Warrant Certificates.
      FGC
      Warrant Certificates shall be signed on behalf of FGC by its Chairman of the
      Board and Chief Executive Officer and by its Secretary.

    


    Section
      3. Registration.
      FGC
      shall number and record the FGC Warrant Certificates in a warrant register
      as
      they are issued (the “FGC Warrant Register”). FGC may deem and treat the
      registered holder(s) of the FGC Warrant Certificates (each such registered
      holder being hereinafter referred to as the “Holder”), as the absolute owner(s)
      thereof (notwithstanding any notation of ownership or other writing thereon
      made
      by anyone) for all purposes and shall not be affected by any notice to the
      contrary. The FGC Warrants shall be registered in the names of the Lender,
      Stuckert and Howell as provided in Section 1 above. 

    


    Section
      4. Registration
      of Transfers and Exchanges.
      FGC
      shall from time to time register in the FGC Warrant Register the transfer of
      any
      outstanding FGC Warrant Certificates upon surrender thereof accompanied by
      a
      written instrument or instruments of transfer in form reasonably satisfactory
      to
      FGC, duly executed by the registered Holder thereof or by the duly appointed
      legal representative thereof. Upon any such registration of transfer, FGC,
      at
      its own expense, will issue a new FGC Warrant Certificate or, if requested
      by
      Holder, FGC Warrant Certificates, of the same type and of a like aggregate
      principal amount in exchange therefore to the transferee(s) designated by the
      Holder and the surrendered FGC Warrant Certificate shall be canceled by FGC.
      FGC
      Warrant Certificates may be exchanged at the option of the Holder thereof when
      surrendered to FGC at its office for another FGC Warrant Certificate or other
      FGC Warrant Certificates of like tenor and representing in the aggregate a
      like
      number of FGC Warrants. All FGC Warrant Certificates issued upon any exchange
      or
      transfer, upon issuance, will be legal and valid obligations of FGC, entitled
      to
      the same benefits as the FGC Warrant Certificate surrendered for transfer or
      exchange. FGC Warrant Certificates surrendered for exchange shall be canceled
      by
      FGC.

    


    Section
      5. FGC
      Warrants; Exercise of FGC Warrants.

    


    (A)
      Subject to the terms of this Agreement, the Holder shall have the right until
      October 31, 2008, to receive from FGC the number of fully paid and nonassesable
      FGC Warrant Shares which the Holder may at any time be entitled to receive
      upon
      exercise of such FGC Warrants and the payment of the Exercise Price for such
      FGC
      Warrants. The price at which each FGC Warrant shall be exercisable (the
“Exercise Price”) shall be $13.00 per FGC Warrant Share.

    


    (B)
      An
      FGC Warrant may be exercised by (i) surrender to FGC at its office designated
      for such purpose (the address of which is set forth in Section 12 hereof) of
      the
      FGC Warrant Certificate or FGC Warrant Certificates to be exercised, with the
      form of the election to purchase attached thereto duly filled in and signed,
      and
      (ii) the payment or delivery to FGC of the Exercise Price for the number of
      FGC
      Warrants being exercised. Payment of the aggregate Exercise Price may, at the
      Holder’s option, be paid (x) by delivery of immediately available funds, (y) by
      the Holder’s instruction to deduct from the number of FGC Warrant Shares
      issuable to the Holder on account of such exercise such FGC Warrant Shares
      or
      fractional FGC Warrant Shares having an aggregate Current Market Value (as
      hereinafter defined) equal to the aggregate Exercise Price for the number of
      FGC
      Warrant Shares being exercised, or (z) by the Holder’s delivery to FGC for
      redemption or cancellation of other securities of FGC or fractional portions
      thereof accompanied by appropriate assignments having an aggregate Current
      Market Value equal to the Exercise Price for the number of FGC Warrants being
      exercised.

    


    
      
         

      

      
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    (C)
      Upon
      surrender of FGC Warrants and payment of the Exercise Price as described above,
      FGC shall issue and cause to be delivered with all reasonable dispatch to or
      upon the written order of the Holder and in such name or names as the Holder
      may
      designate a certificate or certificates for the number of FGC Warrant Shares
      issuable upon exercise of such FGC Warrants. Such certificate or certificates
      shall be deemed to have been issued and the person so named therein shall be
      deemed to have become a holder of record of such FGC Warrant Shares as of the
      date of the surrender of such FGC Warrants and the payment of the Exercise
      Price, irrespective of the date of delivery of such certificate or certificates
      for the FGC Warrant Shares. 

    


    (D)
      Each
      FGC Warrant shall be exercisable, at the election of the Holder thereof, either
      in full or from time to time in part and, in the event that an FGC Warrant
      Certificate is exercised in respect of fewer than all of the FGC Warrants
      evidenced thereby, a new FGC Warrant Certificate evidencing the remaining FGC
      Warrant or FGC Warrants will be issued and delivered pursuant to the provisions
      of this Section and of Section 2 hereof. All FGC Warrant Certificates
      surrendered upon exercise of FGC Warrants shall be canceled by FGC. FGC shall
      keep copies of this Agreement and notices given or received hereunder available
      for inspection by a Holder during normal business hours at its
      office.

    


    (E)
      Notwithstanding any provision in this Agreement to the contrary, Lender,
      Stuckert, and Howell acknowledge that Florida law prohibits any person form
      acquiring a five percent (5%) or greater equity interest in a pari-mutuel
      operator and exercising control with respect to such interest until such person
      has received approval of the Florida Department of Business and Professional
      Regulation, Division of Pari-Mutuel Wagering. Therefore, Lender, Stuckert and
      Howell acknowledge that the acquisition of five percent (5%) or more of FGC’s
      Common Stock upon exercise of the FGC Warrants requires such approval before
      FGC
      is required to issue any shares of FGC Common Stock in excess of such percentage
      to Lender, Stuckert, Howell, or another Holder of the FGC Warrants.

    


    (F)
      The
      FGC Warrants and all rights of a Holder shall expire on October 31, 2008, and
      shall be wholly null and void to the extent an FGC Warrant is not exercised
      before October 31, 2008.

    


    (G)
      “Current Market Value” means, at any time, with respect to securities that are
      publicly traded:

    


    (i)
      The
      average or the daily closing prices of such security for thirty (30) consecutive
      trading days ending three (3) trading days before such date (adjusted for any
      stock dividend, split, combination or reclassification that took effect during
      such thirty (30) trading day period). 

    


    
      
         

      

      
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    (ii)
      The
      closing price for each day shall be the last reported sale price or, in case
      no
      such reported sale takes place on such day, the average of the last closing
      bid
      and asked prices, in either case on the principal national securities exchange
      on which such security is listed or admitted to trading, or if not listed or
      admitted to trading on any national securities exchange, the closing sale price
      for such day reported by:

    


    	·  	
            NASDAQ,
              if such security is traded over-the-counter and quoted in the National
              Market System, or

          


    	·  	
            If
              such security is so traded, but not quoted, the average of the closing
              bid
              and asked prices of such security reported by NASDAQ, including the
              OTC
              Bulletin Board, or any comparable system,
              or

          


    	·  	
            If
              such security is not listed on NADAQ, or any comparable system, the
              average of the closing bid and asked prices as furnished by two (2)
              members of the National Association of Securities Dealers, Inc., selected
              from time to time by the Holder for that
              purpose.

          


    


    (iii)
      If
      such security is not traded in such manner that the quotations referred to
      above
      are available for the period required hereunder, Current Market Value shall
      be
      deemed to be the fair market value of such security (without applying any
      discounts for lack of liquidity or minority interests), each as reasonably
      determined in good faith by the Board of Directors of FGC, taking into account
      all information that should reasonably by taken into account in valuing FGC
      as a
      going concern, divided by the number of FGC Common Share Equivalents (as defined
      below) then outstanding.

    


    (iv)
      If
      Holders of a majority of the then outstanding FGC Warrants dispute the value
      determination by FGC’s Board of Directors, the value determination shall be made
      by a regional or national independent appraiser or investment bank (collectively
      the “Appraiser”) mutually agreed upon by such Holders and FGC. The fees of such
      Appraiser shall be paid (x) by the Holders of the FGC Warrants in the event
      that
      the Appraiser’s determination of Current Market Value is less than ninety
      percent (90%) of the Current Market Value determined by FGC’s Board of
      Directors, (y) paid one-half by FGC and one-half by the Holders of the FGC
      Warrants in the event the Appraiser’s determination of the Current Market Value
      is between ninety percent (90%) and one hundred ten percent (110%) of the
      Current Market Value determined by FGC’s Board of Directors, and (z) paid by FGC
      in the event that the Current Market Value determined by the Appraiser is in
      excess of one hundred ten percent (110%) of the Current Market Value determined
      by FGC’s Board of Directors. FGC shall give each Holder written notice of each
      determination of Current Market Value by FGC’s Board of Directors (and the
      market basis for such determination) or by such appraisal process.

    


    (v)
      For
      purposes of this Agreement, “FGC Common Share Equivalents” means, at any time,
      the number of shares of FGC Common Stock that are outstanding, plus the maximum
      number of shares of FGC Common Stock issuable upon the exercise or conversion
      of
      all outstanding warrants, options and convertible securities of FGC from time
      to
      time, without regard to whether such exercise of conversion is then
      available.

    


    
      
         

      

      
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    Section
      6. Payment
      of Taxes.
      FGC
      will pay all documentary stamp taxes and other governmental charges in
      connection with the issuance, sale, delivery or transfer of the FGC Warrants
      hereunder, as well as all such taxes attributable to the FGC Warrant Shares
      upon
      exercise of the FGC Warrants and payment of the Exercise Price.

    


    Section
      7. Replacement
      of Securities.
      Upon
      receipt of evidence satisfactory to FGC of the loss, theft, destruction or
      mutilation of any FGC Warrant Certificate and provision of reasonable
      indemnification , FGC, at its expense, will issue and deliver to the Holder
      a
      new FGC Warrant Certificate of like tenor, in lieu of such lost, stolen,
      destroyed or mutilated FGC Warrant Certificate. Any new FGC Warrant Certificate
      so issued shall be in substantially the form of the FGC Warrant Certificate
      which it replaces.

    


    Section
      8. Reservation
      of FGC Warrant Shares.
      FGC
      will at all times reserve and keep available, free of preemptive rights, the
      maximum number of shares of FGC Common Stock which may at any time be
      deliverable upon the exercise of outstanding FGC Warrants. FGC covenants that
      all FGC Warrant Shares issued upon exercise of the FGC Warrants will, upon
      payment of the Exercise Price therefor and the issuance thereof, be validly
      authorized and issued, fully paid, nonassesable shares of FGC Common Stock,
      free
      and clear of all taxes, liens, charges and security interests.

    


    Section
      9. Adjustment
      of Number of FGC Warrant Shares Issuable.
      The
      number of FGC Warrant Shares issuable upon the exercise of an FGC Warrant from
      time to time is referred to as the FGC Warrant Number. The FGC Warrant Number
      shall initially be one (1). The FGC Warrant Number shall be subject to
      adjustment from time to time as hereinafter provided.

    


    A.
      Adjustment
      to the FGC Warrant Number.
      The FGC
      Warrant Number shall be subject to adjustment from time to time as described
      in
      Subsections B, C, and D below. If and whenever on and after the date of this
      Agreement, FGC issues or sells, or in accordance with Subsection B is deemed
      to
      have issued or sold, any shares of FGC Common Stock (other than as described
      in
      Subsection C or D below) for a consideration per share less than the Current
      Market Value in effect immediately prior to such issuance of sale, or deemed
      issuance or sale, then forthwith upon such issuance of sale or deemed issuance
      or sale, the FGC Warrant Number in effect will be adjusted by multiplying the
      FGC Warrant Number by a fraction, (x) the numerator of which shall be the total
      number of FGC Common Share Equivalents outstanding as determined immediately
      after such issuance or sale or deemed issuance of sale (including taking into
      account those deemed to have been issued pursuant to Subsection B below in
      such
      transaction), and (y) the denominator of which shall be an amount equal to
      the
      sum of (a) the number of FGC Common Share Equivalents outstanding immediately
      prior to such issuance or sale or deemed issuance of sale, plus (b) the number
      of shares of FGC Common Stock which the aggregate consideration, is any,
      received by FGC for such shares would buy at the Current Market Value thereof
      as
      of the date immediately prior to such issuance or sale or deemed issuance of
      sale; provided, however, that the shares of FGC Common Stock issued or sold
      or
      deemed issued or sold without consideration shall be deemed to have been issued
      or sold for $.001 per share.

    


    
      
         

      

      
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    B.Effect
      of Certain Events on FGC Warrant Number.
      For
      purposes of determining the adjusted FGC Warrant Number under Subsection A
      above, the following will be applicable:

    


    	1.  	
            Issuance
              of Rights or Options.
              If FGC in any manner grants any right or option to subscribe for or
              to
              purchase shares of FGC Common Stock (such right or option being herein
              called an “Option”) and the price per share for which shares of FGC Common
              Stock are issuable upon the exercise of such Option is less than the
              Current Market Value per share of FGC Common Stock in effect immediately
              prior to the time of the granting of such Option, then the total maximum
              number of shares of FGC Common Stock issuable upon the exercise of
              such
              Option shall be deemed to be outstanding and to have been issued and
              sold
              by FGC for such share price. For purposes of this paragraph, the “price
              per share for which shares of FGC Common Stock are issuable” will be
              determined by dividing (i) the total amount, if any, received or
              receivable by FGC as consideration for granting such Option, plus the
              minimum aggregate amount of additional consideration payable to FGC
              upon
              exercise of such Option, by (ii) the total maximum number of shares
              of FGC
              Common Stock issuable upon exercise of such Option. No further adjustment
              of the FGC Warrant Number will be made when shares of FGC Common Stock
              are
              actually issued upon exercise of such
              Option.

          


     

    	2.  	
            Issuance
              of Convertible Securities.
              If FGC issues or sells any security convertible or exchangeable into
              shares of FGC Common Stock (“Convertible Security”) and the price per
              share for which shares of FGC Common Stock are issuable upon the
              conversion or exchange of such Convertible Security is less than the
              Current Market Value per share of FGC Common Stock in effect immediately
              prior to the time of such issue or sale of such Convertible Security,
              then
              the maximum number of shares of FGC Common Stock issuable upon the
              conversion or exchange of such Convertible Security will be deemed
              to be
              outstanding and to have been issued and sold by FGC for such price
              per
              share. For purposes of this paragraph, the “price per share for which
              shares of FGC Common Stock are issuable” will be determined by dividing
              (i) the total amount, if any, received or receivable by FGC as
              consideration for issuing or selling such Convertible Security, plus
              the
              minimum aggregate amount of additional consideration payable to FGC
              upon
              the conversion or exchange of such Convertible Security, by (ii) the
              total
              maximum number of shares of FGC Common Stock issuable upon the conversion
              or exchange. No further adjustment of the FGC Warrant Number will be
              made
              when shares of FGC Common Stock are actually issued upon such conversion
              or exchange.

          


     

    
      
         

      

      
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    	3.  	
            Changes
              in Option Price or Conversion Rate.
              If the purchase price provided for in any Options, the additional
              consideration, if any, payable upon the conversion or exchange of any
              Convertible Security, or the rate at which any Options are exercisable
              or
              Convertible Securities are convertible or exchangeable for shares of
              FGC
              Common Stock at any time, including, but not limited to, a change
              resulting from any applicable anti-dilution provisions of such securities,
              the FGC Warrant Number in effect at the time of the change will be
              readjusted to the FGC Warrant Number which would have been at such
              time
              had the Options or Convertible Securities still outstanding provided
              for
              such changed purchase price, additional consideration or changed exercise
              or conversion rate, as the case may be, at the time initially granted,
              issued or sold.

          


    


    	4.  	
            Treatment
              of Expired Options and Unexercised Convertible Securities.
              Upon the expiration of any Option without the exercise thereof or the
              termination of any right to convert or exchange any Convertible Security
              without the exercise of such right, the FGC Warrant Number then in
              effect
              hereunder will be adjusted to the FGC Warrant Number that would have
              been
              in effect at the time of such expiration or termination had such Option
              or
              Convertible Security, to the extent outstanding immediately prior to
              such
              expiration or termination, never been
              issued.

          


    


    	5.  	
            Calculation
              of Consideration Received.
              If any shares of FGC Common Stock, Options or Convertible Securities
              are
              issued or sold or deemed to have been issued or sold for cash, the
              consideration received therefore will be deemed to be the amount received
              by FGC therefor. In case any shares of FGC Common Stock, Options or
              Convertible Securities are sold for a consideration other than cash,
              the
              amount of the consideration the amount of consideration other than
              cash
              received by FGC will be the fair value of such consideration as of
              the
              date of receipt determined as set forth below. Any consideration received
              shall be net of discounts, commissions, taxes and other expenses allowed,
              paid or incurred by FGC for underwriting or otherwise in connection
              with
              the issuance and sale of such securities. If any shares of FGC Common
              Stock, Options or Convertible Securities are issued in connection with
              any
              merger in which FGC is the surviving entity, the amount of consideration
              therefore will be deemed to the fair value of such portion of the net
              assets and business of the non-surviving entity as is attributable
              to such
              shares of FGC Common Stock. Options or Convertible Securities, as the
              case
              may be. The fair value of any consideration other than cash will be
              the
              Current Market Value of such consideration; provided, however, that
              no
              value shall be credited as consideration received for services
              rendered.

          


    


    	6.  	
            Integrated
              Transactions.
              In
              case any Option is issued in connection with the issuance or sale of
              other
              securities by FGC, together comprising one integrated transaction in
              which
              no specific consideration is allocated to such Option by the parties
              thereto, the Option shall be deemed to have been issued without
              consideration.

          


     

     

    
      
         

      

      
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    	7.  	
            Authorized
              But Unissued Shares of FGC Common Stock.
              The number of shares of FGC Common Stock outstanding at any given time
              does not include shares of FGC Common Stock owned or held by or for
              the
              account of FGC or any subsidiary, but the disposition of any shares
              of FGC
              Common Stock so owned or held will be considered the issuance of sale
              of
              the shares of FGC Common Stock.

          


    


    	8.  	
            Record
              Date.
              If FGC takes a record of the holders of the shares of FGC Common Stock
              for
              the purpose of entitling them (i) to receive a distribution payable
              in
              shares of FGC Common Stock, Options or Convertible Securities or (ii)
              to
              subscribe for or purchase shares of FGC Common Stock, Options or
              Convertible Securities, then for purposes of the FGC Warrant such record
              date will be deemed to be the date of the issuance or sale of the shares
              of FGC Common Stock deemed to have been issued or sold upon declaration
              of
              such dividend or upon the making of such other distribution or the
              date of
              the granting of such right of subscription or purchase, as the case
              may
              be.

          


    


    	9.  	
            Certain
              Exceptions.
              Anything herein to the contrary notwithstanding, no adjustment will
              be
              made to the FGC Warrant Number by reason of (i) the issuance of capital
              stock or Options or Convertible Securities to financial institutions
              or
              lessors in connection with commercial credit arrangements, equipment
              financings or similar transactions, which issuances are primarily for
              other than equity financing purposes, and provided that the aggregate
              of
              such issuances do not exceed one percent (1%) of the then outstanding
              shares of FGC Common Stock (assuming full conversion and exercise of
              all
              outstanding convertible and exercisable securities), or (ii) the issuance
              of shares of FGC Common Stock for which an adjustment to the FGC Warrant
              Number is made pursuant to Subsection C
              below.

          


    


    C.  Subdivision
      or Combination of Shares of FGC Common Stock.
      If FGC
      at any time subdivides (by any split, dividend, recapitalization or otherwise)
      its outstanding shares of FGC Common Stock into greater number of shares, the
      FGC Warrant Number in effect immediately prior to such subdivision will be
      proportionately increased and the number of FGC Common Shares obtainable upon
      exercise of the FGC Warrant will be proportionately increased. If FGC at any
      time combines (by reverse split or otherwise) its outstanding shares of FGC
      Common Stock into a smaller number of shares, the FGC Warrant Number in effect
      immediately prior to such combination will be proportionately reduced and the
      number of shares of FGC Common Stock obtainable upon exercise of an FGC Warrant
      will be proportionately decreased. Any adjustment under this Subsection C shall
      be effective as of the close of business on the date the subdivision or
      combination becomes effective.

    


    
      
         

      

      
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    D.  Adjustments
      and Payments for Other Distributions.
      In the
      event FGC, at any time or from time to time, makes or issues, or fixes a record
      date for the determination of holders of shares of FGC Common Stock entitled
      to
      receive a dividend or other distribution of assets, evidences of indebtedness
      or
      securities other than shares of FGC Common Stock ( “Special Dividend”), unless
      there would otherwise have been an adjustment in the FGC Warrant Number pursuant
      to Subsections B or C above, then and in each such event the FGC Warrant Number
      then in effect shall be increased, effectively immediately after the record
      date
      at which the holders of shares of FGC Common Stock are determined for purposes
      of such Special Dividend, to a number determined by multiplying the FGC Warrant
      Number in effect immediately before such Special Dividend by a fraction, the
      numerator of which shall be the Current Market Value per outstanding share
      of
      FGC Common Stock on such record date and the denominator of which shall be
      the
      Current Market Value per outstanding shares of FGC Common Stock on such record
      date less the them Current Market Value of the assets, evidences of indebtedness
      or securities other than share of FGC Common Stock issued or distributed in
      such
      Special Dividend with respect to one share of FGC Common Stock; provided,
      however, if such record date shall have been fixed and such dividend is not
      fully paid or if such distribution is not fully made on the date fixed
      therefore, the FGC Warrant Number shall be recomputed accordingly as of the
      close of business on such record date and thereafter the FGC Warrant Number
      shall be adjusted pursuant to his Subsection D as of the time of actual payment
      of such dividend or distribution.

    


    E.
      Notice
      of Adjustments; Roundings.
      Whenever the FGC Warrant Number is adjusted, FGC shall provide the notices
      required by Section 10 hereof. All calculations under this Agreement shall
      be
      made to the nearest cent or to the nearest one-hundredth of a share, as the
      case
      may be.

    


    F.
      Reorganizations.
      In case
      of any capital reorganization (other than in the cases referred to in Sections
      9(B), (C) or (D) hereof) or the consolidation or merger of FGC with or into
      another entity (other than a merger or consolidation in which FGC is the
      continuing corporation and does not result in any reclassification of the
      outstanding shares of FGC Common Stock into shares of other securities or
      property) or the sale of all or substantially all of the property of FGC
      (collectively such actions being hereinafter referred to as “Reorganizations”),
      there shall thereafter be deliverable upon exercise of any FGC Warrant (in
      lieu
      of the number of shares of FGC Common Stock theretofore deliverable) the number
      of shares or other property to which a holder of the number of shares of FGC
      Common Stock would have otherwise been deliverable upon exercise of such FGC
      Warrant that the holder would have been entitled to if such FGC Warrant had
      been
      exercised immediately prior to such Reorganization. In case of any
      Reorganization, appropriate adjustment, as reasonably determined in good faith
      by FGC and reasonably acceptable to the Holder, shall be made in the application
      of the provisions herein set forth with respect to the rights and interests
      of
      the Holder so that the provisions set forth herein shall thereafter be
      applicable, a nearly as possible, in relation to any shares or other property
      thereafter deliverable upon exercise of an FGC Warrant. FGC shall not effect
      any
      such Reorganization unless prior to or simultaneously with the consummation
      thereof the successor entity (if other than FGC) resulting from such
      reorganization or the entity purchasing or leasing such assets or other
      appropriate corporation or entity shall assume, by a supplemental warrant
      agreement in form reasonably acceptable to the Holder, the obligation to deliver
      to the Holder such securities or assets as, in accordance with the foregoing
      provisions, the Holder may be entitled to receive, and all other obligations
      under this Agreement.

    


    
      
         

      

      
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    G.
      Form
      of FGC Warrant Certificates.
      Irrespective of any adjustments in the Exercise Price or the number of FGC
      Warrant Shares purchasable upon exercise of the FGC Warrants, FGC Warrant
      Certificates theretofore or thereafter issued may continue to express the same
      price and number as stated in the FGC Warrant Certificates initially issuable
      pursuant to this Agreement.

    


    H.
      Certain
      Events.
      If any
      event occurs of the type contemplated by the provisions of Section 9 hereof
      but
      not expressly provided for by such provisions (including, without limitation,
      the granting of equity appreciation rights, phantom equity rights or other
      rights with equity features), then FGC’s Board of Directors shall make an
      appropriate increase in the FGC Warrant Share Number necessary to protect the
      rights of the Holders of the FGC Warrants.

    


    I.  Protection
      of Rights of Holders.
      FGC will
      not amend its articles of incorporation or bylaws or participate in any
      reorganization, transfer of assets, consolidation, merger, dissolution, issuance
      or sale of securities or any other voluntary action for the purpose of avoiding
      or seeking to avoid the observance or performance if any of the terms of this
      Agreement, but will at all times in good faith assist in carrying out all of
      the
      provisions of this Agreement.

    


    Section
      10. Notices
      to FGC and FGC Warrant Holders. 

    


    A.  Upon
      any
      adjustment made pursuant to Section 9 hereof, FGC shall promptly cause written
      notice thereof to be given to the Holders at their addresses appearing on the
      FGC Warrant Register. Where appropriate, such notice may be given in
      advance.

    


    B.
      Any
      notices required or permitted to be given hereunder shall be delivered
      personally or mailed, by certified or registered mail, return receipt requested,
      postage prepaid, or delivered by commercial overnight courier service, charges
      prepaid, to the following addresses, or such other addresses as any party hereto
      designates by written notice to FGC and to the Holders. Notices delivered
      personally shall be deemed to be delivered upon delivery. Notices mailed shall
      be deemed to be delivered three days after mailing. Notices delivered by
      commercial overnight courier will be deemed to be delivered one business day
      after delivery to the courier.

    


     

    
      
         

      

      
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    If
      to
      FGC:

    
 

    Florida
      Gaming Corporation

    2669
      Charlestown Road, Suite D.

    New
      Albany, IN 47150

    Attn:
      W.
      Bennett Collett

    


    with
      a
      copy to:

    


    Phillip
      E. Allen, Esq.

    Stoll,
      Keenon & Ogden, PLLP

    2650
      Aegon Center

    400
      West
      Market Street

    Louisville,
      KY 40202

    


    Section
      11. Investment
      Representations, Legend.
      (F)
      Lender, Stuckert and Howell acknowledge that except has otherwise expressly
      provided herein neither the FGC Warrants nor the FGC Warrant Shares have been
      or
      will be registered under the Securities Act of 1933, as amended (the “Act”), or
      the securities laws of any state, and that neither the FGC Warrants nor the
      FGC
      Warrant Shares can be sold or transferred unless registered under the Act and
      any applicable state securities law or an exemption from registration is
      available. Lender, Stuckert and Howell represent and warrant that the FGC
      Warrants, and when acquired, the FGC Warrant Shares are and will be acquired
      for
      investment and not with a view to resale of distribution, and agree that the
      FGC
      Warrant Certificates, and when issued, the stock certificates representing
      the
      FGC Warrant Shares may bear a legend documenting such restrictions in
      substantially as follow:

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY  STATE
      SECURITIES LAWS AND NEITHER THE SECURITIES NOT ANY INTEREST THREIN MAY BE SOLD,
      TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
      ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACTS.”

    


    Section
      12. Piggy-Back
      Registration Rights.

    


    (a)
      If at
      any time or from time to time FGC shall determine to register any unissued
      or
      treasury shares of FGC Common Stock for its own account in a registration
      statement filed with the Securities and Exchange Commission (“Registration
      Statement”) covering the sale of shares of FGC Common Stock pursuant to an
      underwritten public offering, FGC shall: (i) promptly give written notice
      thereof to each Holder (which shall include a list of the jurisdictions in
      which
      FGC intends to attempt to qualify such shares of FGC Common Stock under
      applicable blue sky or other state securities laws); and (ii) include in such
      registration statement (and any related qualification under blue sky laws or
      other compliance) and in any underwriting involved therein, the FGC Warrant
      Shares specified in a written request or requests, made within thirty (30)
      days
      after receipt of such written notice from FGC; provided, however, that the
      total
      number of a FGC Warrant Shares to be included in each Registration Statement
      shall not exceed an amount equal to ten percent (10%) of the shares of FGC
      Common Stock being offered by FGC in such Registration Statement.

    


    
      
         

      

      
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    (b)
      The
      right of a Holder to registration under Subsection 12(a) above is expressly
      conditioned upon (i) such FGC Warrant Shares not otherwise being transferable
      under the Securities Act of 1933, a amended (the “Act”) without registration,
      and (ii) the inclusion of the FGC Warrant Shares in the underwriting and the
      Holders entry into an underwriting agreement in customary form with the
      underwriter or underwriters selected by FGC.

    


    (c)
      The
      rights granted to the Holders under Subsection 12(a) above shall terminate
      on
      October 31, 2008.

    


    Section
      13. Successors.
      All of
      the covenants and provisions of this Agreement by and for the benefit of FGC
      and
      the Holders shall bind and inure to the benefit of their respective successors
      and assigns.

    


    Section
      14. Governing
      Law.
      This
      Agreement and each FGC Warrant Certificate issued hereunder shall be deemed
      to
      be a contract made under the laws of the Commonwealth of Kentucky and for all
      purposes shall be construed in accordance with the internal laws of
      Kentucky.

    


    Section
      15. Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of which shall
      be deemed to be an original copy hereof, but all of which together shall
      constitute a single instrument.

    


    Section
      16. Waiver.
      No
      provision of this Agreement may be waived except by an instrument in writing
      signed by the party to be bound; provided that any waiver sought from the
      Holders of any provision of this Agreement which affects the Holders generally
      may be given by Holders of a majority of (i) all of the FGC Warrant Shares
      issuable upon exercise of the FGC Warrants , and (ii) all of the shares of
      FGC
      Common Stock issued upon exercise or in respect of the FGC Warrants then
      outstanding and any waiver so given shall operate as a waiver thereof, and
      a
      waiver of a particular right or remedy on one occasion shall not be deemed
      a
      waiver of any other right or remedy or a waiver of the same right or remedy
      on
      any subsequent occasion.

    


    Section
      17. Survival.
      Notwithstanding anything herein to the contrary, this Agreement and the rights
      of a Holder hereunder shall survive the exercise of the Holder’s FGC
      Warrants.

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
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    EXECUTED
      as of October 31, 2005.

    


    FLORIDA
      GAMING CORPORATION

    


    


    By:
      s/W.
      Bennett Collett 

    W.
      Bennett Collett

    Chairman
      and CEO

    


    FREEDOM
      FINANCIAL CORPORATION

    


    


    By:s/W.B.
      Collett, Jr. 

    W.B.
      Collett, Jr.

    Executive
      Vice President

    


    JAMES
      W.
      STUCKERT REVOCABLE TRUST

    


     

    By:
      s/
      James W. Stuckert 

    James
      W.
      Stuckert

    Trustee

    


    


     

    SOLOMON
      ODEN HOWELL REVOCABLE

    TRUST

    


    


    By:s/Solomon
      O. Howell 

    Solomon
      Oden Howell

    Trustee

    


     

    
      
         

      

      
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