PREPARED
BY:

      Jack
B. Owen, Jr., PA.

      4500
PGA Blvd., Ste. 304-B

      Palm
Beach Gardens, FL 33418

      Our
File No. S09-909

      


      SECURITY
AGREEMENT

      


      THIS AGREEMENT is made December 11, 2009, by and between FLORIDA GAMING CENTERS, INC., A
FLORIDA CORPORATION, D/B/A MIAMI JAI-ALAI, D/B/A W.J.A. REALTY, FLORIDA GAMING
CORPORATION, INC., a Delaware corporation and CITY NATIONAL BANK OF FLORIDA, a
Florida corporation; f/k/a CITY NATIONAL BANK OF MIAMI, a Florida banking
corporation as Trustee under its Land Trust #5003471, whose address is
3500 NW 37th Avenue, Miami, FL 33142
("collectively referred to Borrower") and NURMI PROPERTIES, LLC, a Delaware
limited liability company, whose address is P. O. Box 247, Tuscumbia, AL 35674
and ROBINETTE INVESTMENTS, LLC, a Florida limited liability company,
whose address is 4500
PGA Blvd., Ste. 304-B, Palm Beach Gardens, FL 33418 ("collectively
referred to as Lender").

      


      BACKGROUND

      


      A.           Borrower
has executed a Note of even date herewith in the original principal sum FIVE HUNDRED THOUSAND and 00/100
Dollars  (U.S. $500,000.00), in favor of Lender (the "Note"),
which is secured by, inter alia, a
Mortgage and Security Agreement (the "Mortgage) from Borrower, of even date
herewith, encumbering the fee simple interest of Borrower in certain real
property situate in MIAMI-DADE
County, Florida, described as:

      


      SEE ATTACHED EXHIBIT “A”

      


      (the
"Property") and certain fixtures and personal property to be owned by Borrower
and used in connection with the construction and operation of the Property or
located off the Property but which provide necessary services to the
Property.

      


      B.           To
further secure payment of the sums due under the Note, Borrower has agreed to
grant to Lender a security interest in certain assets of Borrower located in or
upon the Property or located off the Property but which provide necessary
service to the Property.

      


      TERMS
OF AGREEMENT

      


      NOW, THEREFORE, in consideration of the
promises herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

      


      1.           To
secure (a) payment of all sums which may now or hereafter be due under the Note,
and (b) the full and prompt performance of all obligations of Borrower under the
Note and Mortgage, as the Note and Mortgage may hereafter be amended, Borrower
hereby grants to Lender a security interest, which shall constitute a first
lien, in all of the property described on Exhibit "B" attached hereto
(the "Collateral").

      


      2.           If
certificates of title are now, or hereafter become issued or outstanding with
respect to any of the Collateral, Borrower shall cause the interest of Lender to
be properly noted thereon.


      
        
           


        

        
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      3.           Borrower
further agrees:  that the Collateral will be kept in as good condition
and repair, reasonable wear and tear excepted, and that the expenses of any
repairs and maintenance will be borne solely by Borrower; that the Collateral
will not be used or be permitted to be used illegally; that Borrower will
promptly notify Lender if there is any adverse change in the status of the
Collateral; that Lender may inspect the Collateral at any time upon reasonable
notice; to pay all costs of filing this Agreement and financing and other
statements required to perfect and to continue perfection of Lender's security
interest in the Collateral and all costs required to evidence the priority of
the security interest; not to abandon, conceal, injure, or destroy the
Collateral, nor deface any identifying marks thereon; not to sell, lease,
assign, or encumber the Collateral without Lender's prior written consent, nor
grant any further security interest in the Collateral, nor permit Borrower's
rights therein to be reached by judicial process; to keep the Collateral free of
all liens and encumbrances, except for Lender's security interest hereunder, and
the subordinate security interest of Freedom Financial Corporation and the lien
of taxes not delinquent; and that no injury to or loss or destruction of the
Collateral shall relieve Borrower of its obligation to pay the indebtedness
secured hereby.  Borrower agrees to maintain, at Borrower's sole cost
and expense, insurance against loss of or damage to the Collateral by fire and
such other casualties as are normally included in fire and extended coverage
insurance policies for personal property, in an amount equal to the full
replacement value thereof.

      


      4.           Each
of the following shall be an Event of Default hereunder:

      


      (a)           If
Borrower is in default under the Note or the Mortgage or any of the documents or
instruments executed and delivered in connection therewith (all such documents
hereinafter collectively called the "Loan Documents");

      


      (b)           If
Borrower shall fail to observe or perform any of its obligations under the Note,
the Mortgage or the other Loan Documents;

      


      (c)           If
Borrower shall default in the performance of any term or provision of this
Agreement; or

      


      (d)           If
Borrower, in other than the ordinary course of business, shall sell or transfer,
or attempt to sell or transfer, the Collateral or any interest therein, except
in connection with the replacement of such items in the ordinary course of
business, without the prior written consent of Lender.

      


      5.           Upon
the occurrence of any Event of Default, Lender may (a) declare all sums owing
under the Note to be immediately due and payable, without presentation, demand,
or further action of any kind; (b) exercise all the rights of a secured party
under the Uniform Commercial Code of the State of Florida and/or any other
applicable law with respect to the Collateral, including (without limitation) to
require Borrower to assemble all or any of the reasonably mutually convenient,
to take immediate possession of the Collateral wherever found, with or without
legal process, and to sell or otherwise dispose of the Collateral.  If
the proceeds of any sale or other lawful disposition by Lender of the Collateral
subsequent to its retaking exceed the aggregate amount of the outstanding
balance of all monies owed under the Note, the Mortgage and the other Loan
Documents and the expenses of Lender in connection with the retaking and
disposition of the Collateral, then Borrower shall be entitled to such
surplus.  If all or any of the Collateral is disposed of by private
sale pursuant to any agreement whereby all or part of the sale price is payable
in installments, then the cash price (exclusive of credit service charges,
interest and any insurance premiums) shall be credited against the indebtedness
secured hereby.  Neither failure nor delay on the part of Lender to
exercise any of its rights hereunder, in whole or in part, shall cause a waiver
thereof in that or any other instance.  The provisions of this
Agreement are cumulative and in addition to any other or additional rights
Lender may have at law or in equity or under the terms of the Note, Mortgage, or
any of the other Loan Documents.

      


      6.           Borrower
shall execute deliver, file, and re-file any financing statements, continuation
statements, or other security agreements Lender may require from time to time to
confirm the lien of this Agreement with respect to the
Collateral.  Without limiting the foregoing, Borrower hereby
irrevocably appoints Lender attorney-in-fact for Borrower to execute, deliver,
and file such instruments for and on behalf of Borrower.

      


      7.           The
proceeds of any Collateral received by the Lender at any time before or after
default, whether from the sale of Collateral or otherwise, shall be applied to
the payment of the Note and Mortgage in such order as the Lender may
elect.  The Borrower, to the extent that it has any right, title, or
interest in any of the Collateral, waives and releases any right to require the
Lender to collect any of the sums of money due under the Note or Mortgage from
any other of the Collateral under any theory of marshaling of assets, or
otherwise, and specifically authorizes the Lender to apply any interest against
any of the obligations in any manner that the Lender may
determine.


      
        
           


        

        
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      8.           This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their respective successors and assigns.

      


      9.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.  Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this
Agreement.

      


      10.         In
the event Lender retains an attorney to enforce any of its rights arising
hereunder, Borrower will pay all of the reasonable attorney's fees and costs
incurred by Lender in connection with the enforcement of its rights arising
hereunder whether or not suit is brought.

      


      11.         All
communications required hereunder shall be in writing and shall be sent by
either hand delivery, special delivery service (e.g. Federal Express) or
certified mail, postage prepaid, return receipt requested.  Notice
shall be conclusively presumed to have been given three (3) business days after
notice is sent by certified mail, the next business day after notice is sent by
special delivery service, or upon receipt if sent by hand
delivery.  For purposes hereof, the address of the parties hereto
(until notice of a change thereof is served as provided in this section) shall
be as follows:

      


      
        
          
            	
                    LENDER:

                  	
                    NURMI
      PROPERTIES, LLC,

                  
	 
      	
                    P.
      O. Box 247

                  
	 
      	
                    Tuscumbia,
      AL 35674

                  
	 
      	 
      
	 
      	
                    ROBINETTE
      INVESTMENTS, LLC

                  
	 
      	
                    4500
      PGA Blvd., Ste. 304-B

                  
	 
      	
                    Palm
      Beach Gardens, FL 33418

                  
	 
      	 
      
	
                    BORROWER:

                  	
                    FLORIDA
      GAMING CENTERS, INC. D/B/A MIAMI JAI-ALAI, D/B/A W.J.A.
    REALTY

                  
	 
      	
                    FLORIDA
      GAMING CORPORATION, INC.

                  
	 
      	
                    CITY
      NATIONAL BANK OF FLORIDA; f/k/a CITY NATIONAL BANK OF MIAMI, AS TRUSTEE
      UNDER ITS LAND TRUST #5003471

                    3500
      NW 37th
      Avenue

                    Miami,
      FL 33142

                  


          

        

      

      


      12.         Lender
and Borrower hereby waive any right, which they may have to have any claims or
controversies which may arise under this Agreement, or with respect to all or
any of the Collateral, tried by a jury.

      


      IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their duly authorized representatives,
under seal, the day and year first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                BORROWER:

                              	 
      	 
      	
                                LENDER:

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                FLORIDA
      GAMING CENTERS, INC

                              	 
      	 
      	
                                NURMI
      PROPERTIES, LLC, a Delaware

                              
	 
      	
                                a
      Florida corporation d/b/a MIAM

                              	 
      	 
      	
                                limited
      liability company

                              
	 
      	
                                JAI-ALAI
      d/b/a W.J.A. REALTY

                              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                By:

                              	 
      	 
      	
                                By:

                              	 
      
	 
      	
                                W.
      BENNETT COLLETT, SR. CEO

                              	 
      	 
      	
                                Name: 

                              	 
      
	 
      	 
      	 
      	 
      	
                                Title:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

       

      
        
           

        

        
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                              Borrower:

                            	 
      	
                              Lender:

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              FLORIDA
      GAMING CORPORATION,

                            	 
      	 
      	
                              ROBINETTE INVESTMENTS, LLC, a

                            
	 
      	
                              a
      Delaware corporation

                            	 
      	 
      	
                              Florida
      limited liability company

                            
	 
      	 
      	 
      	 
      	 
      
	
                              By:

                            	 
      	 
      	
                              By:

                            	 
      
	 
      	
                              W.
      BENNETT COLLETT, SR., CEO

                            	 
      	 
      	
                              ANNE
      CRAIG, Managing Member

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              Borrower:

                            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              CITY
      NATIONAL BANK OF FLORIDA, a Florida

                            	 
      	 
      	 
      
	 
      	
                              banking corporation as Trustee under its Land Trust

                            	 
      	 
      	 
      
	 
      	
                              #5003471,
      dated January 1, 1979

                            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                              By:

                            	 
      	 
      	 
      	 
      
	 
      	
                              Name: 

                            	 
      	 
      	 
      	 
      
	 
      	
                              Title:

                            	 
      	 
      	 
      	 
      


                    

                  

                

              

            

          

        

      


      
        
           


        

        
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      EXHIBIT
"B"

      


      This
Security Agreement covers all of the following property of the Borrower, whether
now owned or existing, or hereafter acquired or arising, and located in, on, or
intended to be located in or on the property described on Exhibit
“A” attached hereto (the “Land”) or any improvements now or hereafter
located or contemplated to be located thereon (the Land and such improvements
are collectively called the “Property”) or resulting or created from or in
connection with the ownership, improvement, leasing, development, management, or
operation of the Property: (i) all fixtures,
equipment, general intangibles, goods, inventory, merchandise, raw materials,
parts, supplies, work-in process and finished products intended for sale, and
personal property of every kind and nature whatsoever (whether tangible or
intangible), now or hereafter owned by Debtors and located in, on, about or
attached to the Property or used or intended to be used with or in connection
with the construction, use, operation, maintenance or enjoyment of the Property
or derived or arising from or relating or appertaining to the Property or the
use, operation, maintenance or enjoyment thereof, and all extensions, additions,
improvements, betterments, renewals, replacements or proceeds (including, but
not limited to, insurance and condemnation proceeds) of the foregoing,
including, but not limited to, all gas and electric fixtures and apparatus,
plumbing fixtures and apparatus, heating, ventilating and air conditioning
fixtures and apparatus, carpeting and other floor coverings, furniture,
furnishings, machinery, building materials and supplies, sprinklers, fire
extinguishers and other safety and security equipment and apparatus, elevators,
engines, motors, ranges and other cooking apparatus, washers, dryers, water
heaters, refrigerators, appliances, window screens, awnings, storm sashes,
mirrors, mantels, furniture, furnishings, vehicles, pool equipment, books,
records, accounts, tradenames, trademarks, goodwill, all building and other
permits, surveys, architectural and engineering plans and specifications,
certifications, studies and work product prepared and hereafter prepared
relating to the design or construction of any Improvements or proposed
improvements, governmental approvals, certificates of occupancy
and  completion, licenses, authorizations, insurance policies and the
proceeds thereof, agreements with any utility companies, all deposits associated
with the foregoing, any other consents and approvals which Debtors may now or
hereafter own with respect to or in connection with the Property, all warranties
and guaranties covering any appliances, equipment and fixtures now or hereafter
located on or placed upon the Property, including, without limitation, air
conditioning, heating and other appliances and equipment; all existing and
future contracts, leases, rental agreements, franchise agreements, management
contracts, construction contracts, and other contracts, licenses and permits now
or hereafter affecting the Property or any part thereof; all existing and future
contracts in connection with the use, management, sale, leasing and maintenance
of the Property or any portion thereof; all accounts, accounts receivable, other
receivables, contract rights, chattel paper, instruments and documents; any
other obligations or indebtedness owed to Debtors in connection with the
Property from whatever source arising; all rights of Debtors to receive any
performance or any payments in money or kind; all guaranties of the foregoing
and security thereof; all right, title and interest of Debtors in and with
respect to the goods, services or other property that give rise to or that
secure any of the foregoing, and all the right, title and interest of the
Debtors in any such property subject to or covered by a security agreement,
conditional sales contract, chattel mortgage or similar lien or claim together
with the benefit of any deposits or payments now or hereafter made by Debtors or
on their behalf (the “Fixtures and Personal Property”); and (ii) any and all
other, further or additional title, estates, interests or rights which may at
any time be acquired by the Debtors in or to the Land, Improvements, and
Fixtures and Personal Property; all leases, rental agreements and other
occupancy agreements pertaining to the Land or the Improvements or any part
thereof; all easements, rights-of-way, gores of land, vaults, streets, ways
alleys, passages, sewer rights, waters, water courses, water rights and powers;
all estates, rights, titles, interests, privileges, liberties, tenements,
hereditaments and appurtenances whatsoever, in any way belonging, relating to or
appertaining to the Property, or any part thereof, or which hereafter shall in
any way belong, relate or be appurtenant thereto, whether now owned or hereafter
acquired by the Debtors; and the reversion and reversions, remainder and
remainders, and rents, issues, profits, revenues thereof (including but not
limited to, all condemnation payments, insurance proceeds, payments under leases
and tenancies, sale proceeds, purchase deposits, tenant security deposits and
escrow funds), and all the estate, right, title, interest, property, possession,
claim and demand whatsoever at law, as well as in equity, of the Debtors of, in
and to the same; and (iii) All general
intangibles, including without limitation, corporate or other business records
and books, computer records whether on tape disc or otherwise stored,
blueprints, surveys, architectural or engineering drawings, plans and
specifications, goodwill, telephone numbers, licenses, governmental approvals,
franchises, permits, payment and performance bonds, and agreements with utility
companies, together with any deposits, prepaid fees and charges paid thereon;
and (iv) All
other personal property, including without limitation, management contracts,
construction contracts, architectural contracts, service contracts, engineering
contracts, advertising contracts, contracts for purchase and sale of any of the
Property, purchase orders, equipment leases, monies in escrow accounts, prepaid
expenses, deposits and down payments with respect to additional real property
for use or development of the Property, end-loan commitments and abstracts of
title; and (v)
All of the right, title and interest of Debtors in and to all agreements
of sale, whether now existing or hereafter executed respecting the sale of
condominium units to be located on the Land; all deposits, escrow deposits,
reservation deposits and the like, now existing or hereafter made pursuant
thereto; the escrow account into which the foregoing are to be deposited; all
sums on deposit in such escrow account; and the proceeds, income, profits,
monies and other rights and benefits to be derived in, from and under the
contracts and the disposition of the units and other properties and interests
described in the contracts; and (vi) All proceeds,
products, replacements, additions, betterments, extensions, improvements,
substitutions, renewals and accessions of any and all of the
foregoing.

      


      To the
extent permitted by applicable law and with or subject to any necessary consents
from governmental authorities all right, title and interest in all
permits, licenses, rights, revenues, profits, royalties and benefits of Debtor
in connection with gaming licenses received and held by Borrower under Chapters
550, 551 and/or 849, Florida Statues, from the Florida Department of Business
and Professional Regulation, Division of Pari-Mutuel Regulation, or other
governmental entity for pari-mutuel wagering, Jai Alai poker operations and slot
machines (the “Gaming License”) whether now existing or from time to time
hereinafter issued or renewed, related to the property described in Exhibit
A.


      
        
           


        

        
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