THIS
INSTRUMENT PREPARED BY

    AND
SHOULD BE RETURNED TO:

    Jack
B. Owen, Jr., P.A.

    4500
PGA Blvd., Ste. 304-B

    Palm
Beach Gardens, FL 33418

    File
No.:  S09-909

    


    MORTGAGE
AND SECURITY AGREEMENT

     

    THIS
MORTGAGE is made December 11, 2009, between City National Bank of Florida, a
Florida banking corporation; f/k/a City National Bank of Miami, of Florida
banking corporation as Trustee under its Land Trust #5003471 dated January 1,
1979 and FLORIDA GAMING CENTERS, INC., a Florida corporation, herein
collectively referred to as “Mortgagor,” whose address is 3500 NW 37th Avenue,
Miami, FL 33142, and Nurmi
Properties, LLC, a Delaware Corporation as to an undivided 90% interest
whose address is P. O. Box 247, Tuscumbia, AL 35674 and Robinette Investments, LLC, a Florida
limited liability company as to an undivided 10% interest, herein
collectively referred to as “Mortgagee,” whose address is 4500 PGA Blvd., Ste.
304-B, Palm Beach Gardens, FL 33418.  The terms Mortgagor and
Mortgagee shall denote the singular and/or plural wherever the context so
requires or admits.

     

    WHEREAS,
Mortgagor is justly indebted to Mortgagee, having executed and delivered to
Mortgagee its Note (“Note”) bearing even date herewith, wherein Mortgagor
promises to pay to Mortgagee the principal sum of FIVE HUNDRED THOUSAND AND NO/100
DOLLARS (U.S. $500,000), in lawful money of the United States of America,
with interest thereon at the rate and times, in the manner and according to the
terms and conditions specified in the Note, all of which are incorporated herein
by reference.

     

    WITNESSETH:

     

    That for
good and valuable considerations, and also in consideration of the aggregate sum
named in the promissory note (the “Note”) hereinafter described the Mortgagor
does hereby grant, bargain, sell, alien, remise, release, convey, confirm and
mortgage unto the Mortgagee all that certain piece of property and tract of land
of which the said Mortgagor is now seized and possessed and in actual
possession, situate in the County of Miami-Dade and State of Florida, described
as follows:

     

    SEE
EXHIBIT “A” ATTACHED HERETO

    


    TOGETHER
with all structures and improvements now and hereafter erected on the property
and the fixtures now or hereafter attached thereto, and all rents, issued,
proceeds, and profits accruing and to accrue from said property, including
replacements and additions thereto; and all easements, rights, appurtenances,
rents, royalties, mineral, oil, and gas rights and profits, water, water rights,
and water stock; also all gas, steam, electric, water and other heating,
cooking, refrigerating, lighting, plumbing, ventilating, irrigating, and power
systems, machines, appliances, fixtures, and appurtenances, which now or may
hereafter pertain to or be used with, in or on said property, even though they
may be detached or detachable (the above described land together with all
structures and improvements located thereon and all fixtures attached thereto,
as well as all of the above described tangible and intangible personal property
and rights are sometimes hereinafter referred to as the “Mortgaged Property.); all of
the foregoing shall be deemed to be and remain a part of the property covered by
this Mortgage;

     

    TO SECURE
to Mortgagee (a) the repayment of the indebtedness evidenced by the Note, with
interest thereon, which Note is due and payable in full on or before December
11, 2010, the payment of all other sums, with interest thereon, advanced in
accordance herewith to protect the security of this Mortgage, and the
performance of the covenants and agreements of Mortgagor herein contained and
contained in each of the Loan Documents, and (b) the repayment of any future
advances, with interest thereon, made to Mortgagor by Mortgagee pursuant to
Paragraph 19 hereof (“Future Advances”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TO HAVE
AND TO HOLD the same, together with the tenements, hereditaments and
appurtenances, unto the Mortgagee, in fee simple.

     

    IT IS
AGREED that if any of the Mortgaged Property is of a nature so that a security
interest therein can be perfected under the Uniform Commercial Code, this
instrument shall constitute a Security Agreement and Mortgagor agrees to join
with the Mortgagee in the execution of any financing statements and to execute
any other instruments that may be required for the perfection or renewal of such
security interest under the Uniform Commercial Code.

     

    PROVIDED,
ALWAYS, that if the Mortgagor shall pay unto the Mortgagee the sums of money set
forth in the Note in accordance with the terms thereof, and shall perform,
comply with and abide by each and every of the agreements, stipulations,
conditions and covenants thereof, and of this Mortgage, then Mortgagee shall
cause this Mortgage to be satisfied.

     

    Mortgagor
covenants that Mortgagor is lawfully seized of the estate hereby conveyed and
has the right to mortgage, grant, and convey the Mortgaged Property, that the
Mortgaged Property is unencumbered and that Mortgagor will warrant and defend
generally the title to the Mortgaged Property against all claims and demands,
subject to any declarations, easements, or restrictions listed in a schedule of
exceptions to coverage in any title insurance policy insuring Mortgagee’s
interest in the Mortgaged Property.

     

    1.     
      PAYMENT
OF PRINCIPAL AND INTEREST.
Mortgagor shall promptly pay when due the principal of and interest on the
indebtedness evidenced by the Note, late charges as provided in the Note and the
principal of and interest on any Future Advances secured by this
Mortgage.

     

    2.      
     INSURANCE.

     

    (a)           Mortgagor
shall keep the Mortgaged Property continuously insured, to the extent of its
full insurable replacement value, against loss or damage (including rent loss)
by fire, with extended coverage and coverage against loss or damage by
vandalism, malicious mischief, sprinkler leakage, lightening, hail, explosion,
riot, riot attending a strike, civil commotion, aircraft, smoke, and, if
available, against flood and against other hazards as Mortgagee may require from
time to time. Mortgagor shall also maintain comprehensive general public
liability and property damage insurance with contractual liability endorsement
and workmen’s compensation insurance, and in such total amounts as Mortgagee may
require from time to time.

     

    (b)           During
the course of any construction or repair to the Mortgaged Property, Mortgagor
shall acquire and maintain builders completed value risk insurance against all
risks of physical loss, including collapse and transit coverage, during
construction of such improvements, with deductibles not to exceed $10,000.00 in
non-reporting form, covering the total value of work performed and equipment,
supplies and materials furnished. Such policy of insurance should contain the
“permission to occupy upon completion of work or occupancy”
endorsement.

     

    (c)           All
policies, including policies for any amounts carried in excess of the required
minimum and policies not specifically required by Mortgagee, shall be in form
satisfactory to Mortgagee, shall be issued by companies satisfactory to
Mortgagee, shall be maintained in full force and effect, shall be assigned and
delivered to Mortgagee, with premiums prepaid, as collateral security for
payment of the indebtedness secured hereby, shall be endorsed with a standard
Mortgagee clause in favor of Mortgagee, not subject to contribution, and shall
provide for at least thirty (30) days notice of cancellation to
Mortgagee.


    
      
         


      

      
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    (d)           If
the insurance, or any part thereof, shall expire, or be canceled, or become void
or voidable by reason of Mortgagor’s breach of any condition thereof, or if
Mortgagee determines that such coverage is unsatisfactory by reason of the
failure or impairment of the capital of any company in which the insurance may
then be carried, or if for any reasons whatever the insurance shall be
unsatisfactory to Mortgagee, Mortgagor shall place new insurance on the
Mortgaged Property satisfactory to Mortgagee. All renewal policies, with
premiums paid, shall be delivered to Mortgagee at least thirty (30) days before
expiration of the old policies.

     

    (e)           In
the event of loss, Mortgagor will continue to promptly and completely perform
all of its obligations arising under the Note and this Mortgage (including the
payment of monies under the Note) and Mortgagor will give immediate notice
thereof to Mortgagee, and Mortgagee may make proof of loss if not made promptly
by Mortgagor, provided however, that any adjustment of a proof of loss shall
require the prior written consent of Mortgagee. Each insurance company concerned
is hereby authorized and directed to make payment under such insurance,
including return of unearned premiums, directly to Mortgagee instead of to
Mortgagor and Mortgagee jointly, and Mortgagor appoints Mortgagee, irrevocably,
as Mortgagor’s attorney-in-fact to endorse any draft therefore. Mortgagee shall
have the right to retain and apply the proceeds of any such insurance, at its
election, to reduction of the indebtedness secured hereby after payment of all
of Mortgagee’s fees, costs, and expenses incurred in connection with the
recovery of such insurance proceeds (including without limitation the fees and
expenses of its counsel), or Mortgagee may at its sole discretion, apply all or
any portion of the proceeds of any such insurance in or to restoration or repair
of the property damaged after payment of the aforedescribed fees, costs, and
expenses of Mortgagee, upon such terms as Mortgagee may specify. If Mortgagee
elects to use any insurance proceeds to reduce the indebtedness as aforesaid,
Mortgagee may apply such proceeds in the order and in the amounts that
Mortgagee, in its sole discretion, may elect, to the payment of principal
(whether or not then due and payable) or interest on any sums secured by this
Mortgage. Mortgagee’s application of insurance proceeds to reduction of the
indebtedness secured by this Mortgage shall not excuse or modify Mortgagor’s
obligation to continue to pay the installments of interest and/or principal
required under the Note unless the amount of such insurance proceeds received by
Mortgagee is sufficient to repay in full all interest, principal, and all other
sums required to be paid to Mortgagee under the Note or this Mortgage. Such
policies of insurance and all renewals thereof are hereby unconditionally
assigned to Mortgagee as additional security for payment of the indebtedness
hereby secured and Mortgagor hereby agrees that after default hereunder any
values available thereunder upon cancellation or termination of any of said
policies or renewals, whether in the form of return of premiums or otherwise,
shall be payable to Mortgagee as assignee thereon. If Mortgagee becomes the
owner of the Mortgaged Property or any part thereof by foreclosure or otherwise,
such policies, including all right, title, and interest of Mortgagor thereunder,
shall become the absolute property of Mortgagee.

     

    3.           TAXES AND
OTHER CHARGES.
Mortgagor shall pay at least thirty (30) days before they are delinquent and
before interest or penalties are due thereon, without any deduction or
abatement, all taxes, assessments, water and sewer rents, levies, encumbrances
and all other charges or claims of every nature and kind which may be assessed,
levied, imposed, suffered, placed or filed at any time against Mortgagor, the
Mortgaged Property, or any part thereof or against the interest of Mortgagee
therein, or which by any present or future law may have priority over the
indebtedness secured hereby either in lien or in distribution out of the
proceeds of any judicial sale; and Mortgagor shall produce to Mortgagee, not
later than such dates, official receipts for the payment thereof provided
however the 2009 and 2010 real property taxes do not have to be paid until
December 11, 2010.

     

    
      
        
        

      

      
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    4.    
       NO ESCROW
FOR TAXES AND INSURANCE. Unless
otherwise provided in a separate agreement, Mortgagor will not be required to
pay to Mortgagee funds for taxes and insurance in escrow.

     

    5.     
      APPLICATION
OF PAYMENTS. All
payments received by Mortgagee under the Note and Paragraph 1 hereof shall be
applied by Mortgagee as follows: (i) first to any amounts due Mortgagee other
than principal and interest (such as administrative charges or attorneys’ fees);
(ii) second to interest on any sums secured by this Mortgage; and (iii) third to
the outstanding principal due under the Note.

     

    6.      
     PRESERVATION
AND MAINTENANCE OF PROPERTY; LEASEHOLDS; CONDOMINIUMS; PLANNED UNIT
DEVELOPMENTS. Except
as permitted by Mortgagee, Mortgagor shall keep the Mortgaged Property in good
repair and shall not commit waste or permit impairment or deterioration of the
Mortgaged Property, including but not limited to alteration or demolition of the
Mortgaged Property, and shall comply with the provisions of any lease if this
Mortgage is on a leasehold. Furthermore, abandonment of the Mortgaged Property
by the subject Mortgagor shall constitute a default under the Note and Mortgage.
If this Mortgage is on one or more units in a condominium and/or property within
a planned unit development, Mortgagor shall perform all of Mortgagor’s
obligations under the declaration of covenants creating or governing the
condominium or planned unit development, the by-laws and regulations of the
condominium or planned unit development, and constituent documents. If a
condominium or planned unit development rider is executed by Mortgagor and
recorded together with this Mortgage, the covenants, and agreements of such
rider shall be incorporated into and shall amend and supplement the covenants
and agreements of this Mortgage as if the rider were a part hereof.

     

    7.       
    PROTECTION
OF MORTGAGEE’S SECURITY.

     

    (a)           If
Mortgagor fails to perform the covenants and agreements contained in this
Mortgage (including without limitation the failure to adequately insure the
Mortgaged Property as described in Paragraph 2 hereof), or if any action or
proceeding is commenced which materially affects Mortgagee’s interest in the
Mortgaged Property, including, but not limited to, eminent domain, insolvency,
code enforcement, or arrangements, or proceedings involving a bankrupt or
decedent, then Mortgagee at Mortgagee’s option, upon notice to Mortgagor, may
make such appearances, disburse such sums and take such action as is necessary
to protect Mortgagee’s interest (including without limitation, the force placing
of insurance on all or any portion of the Mortgaged Property, disbursement of
reasonable attorney’s fees and entry upon the Mortgaged Property to make
repairs). If Mortgagee requires mortgage insurance as a condition of making the
loan secured by this Mortgage or during the term of the loan secured by this
Mortgage, such mortgage insurance shall be procured by Mortgagee and Mortgagor
shall pay the premiums required to maintain such insurance in effect until such
time as the requirement for such insurance terminates in accordance with the
Mortgagor’s and Mortgagee’s written agreement or applicable law.

     

    (b)           Any
amounts disbursed by Mortgagee pursuant to this Paragraph 7, with interest
thereon, shall become additional indebtedness of Mortgagor secured by this
Mortgage. Unless Mortgagor and Mortgagee agree to other terms of payment, such
amounts shall be payable upon notice from Mortgagee to Mortgagor requesting
payment thereof, and shall bear interest from the date of disbursement at the
lesser of twenty-four percent (24%) per annum or the highest rate permitted by
applicable law. Nothing contained in this Paragraph 7 shall require Mortgagee to
incur any expense or take any action hereunder.

     

    8.         
  INSPECTION.
Mortgagee may make or cause to be made reasonable entries upon and inspections
of the Mortgaged Property, provided that Mortgagee shall give Mortgagor notice
prior to any such inspection specifying reasonable cause therefore related to
Mortgagee’s interest in the Mortgaged Property.


    
      
         


      

      
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    9.       
    CONDEMNATION.

     

    (a)           In
the event of any condemnation or taking of all or any part of the Mortgaged
Property by eminent domain, alteration of the grade of any street, or other
injury to or decrease in the value of the Mortgaged Property by any public or
quasi-public authority or corporation, Mortgagor shall continue to promptly and
completely perform all of its obligations arising under the Note and this
Mortgage (including the payment of money under the Note) and all proceeds (that
is, the award or agreed compensation for the damages sustained) allocable to
Mortgagor, after deducting therefrom all costs and expenses of Mortgagee
(regardless of the particular nature thereof and whether incurred with or
without suit) including attorney’s fees incurred by Mortgagee in connection with
the collection of such proceeds, shall be applicable first to payment of the
indebtedness secured hereby. No settlement for the damages sustained shall be
made by Mortgagor without Mortgagee’s prior written approval. Receipt by
Mortgagee of any proceeds less than the full amount of the then outstanding debt
shall not alter or modify Mortgagor’s obligation to continue to pay without
reduction the installments of principal, interest and other charges specified in
the Note and herein. All the proceeds shall be paid directly to Mortgagee and
shall be applied in the order and in the amounts that Mortgagee, in Mortgagee’s
sole discretion, may elect, to the payment of costs, expenses, principal
(whether or not then due and payable), interest or any sums secured by this
Mortgage or toward payment, after the aforesaid deductions for Mortgagee’s costs
and expenses, to Mortgagor, on such terms as Mortgagee may specify, to be used
for the sole purpose of altering, restoring, or rebuilding any part of the
Mortgaged Property which may have been altered, damaged, or destroyed as a
result of the taking, alteration of grade, or other injury to the Mortgaged
Property.

     

    (b)           Mortgagee
shall have the right to prosecute to final determination or settlement an appeal
or other appropriate proceedings in the name of Mortgagee or Mortgagor for which
Mortgagee is hereby appointed irrevocably as attorney-in-fact for Mortgagor,
which appointment, being for security, is irrevocable. In that event, the
expenses of the proceedings, including reasonable counsel fees, shall be paid
first out of the proceeds, and only the excess, if any, paid to Mortgagee, shall
be credited against the amounts due under this Mortgage.

     

    (c)           Nothing
herein shall limit the rights otherwise available to Mortgagee, at law or in
equity, including the right to intervene as a party to any condemnation
proceeding.

     

    10.          FORBEARANCE
BY MORTGAGEE NOT A WAIVER. Any
forbearance by Mortgagee in exercising any right or remedy hereunder, or
otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of any such right or remedy. The procurement of insurance or the
payment of taxes or other liens or charges by Mortgagee shall not be a waiver of
Mortgagee’s right to accelerate the maturity of the indebtedness secured by this
Mortgage.

     

    11.          REMEDIES
CUMULATIVE. All
remedies provided in this Mortgage are distinct and cumulative to any other
right or remedy under this Mortgage or afforded by law or equity, and may be
exercised concurrently, independently, or successively.

     

    12.          SUCCESSORS
AND ASSIGNS BOUND; JOINT AND SEVERAL LIABILITY; CAPTIONS. The
covenants and agreements herein contained shall bind, and the rights hereunder
shall inure to the respective successors and assigns of Mortgagee and Mortgagor,
subject to the provisions of Paragraph 15 hereof. All covenants and agreements
of Mortgagor shall be joint and several. The captions and headings of the
paragraphs of this Mortgage are for convenience only and are not to be used to
interpret or define the provisions hereof.


    
      
         


      

      
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    13.          NOTICE. 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:

     

    
      	
              MORTGAGEE:

            	
              Nurmi
      Properties, LLC, a Delaware limited liability company

            
	 
      	
              P.
      O. Box 247

            
	 
      	
              Tuscumbia,
      AL 35674

            
	 
      	 
      
	 
      	
              Robinette
      Investments, LLC, a Florida limited liability company

            
	 
      	
              4500
      PGA Blvd., Ste. 304-B

            
	 
      	
              Palm
      Beach Gardens, FL 33418

            
	 
      	 
      
	
              With
      a copy to:

            	 
      
	 
      	 
      
	
              MORTGAGOR:

            	
              City
      National Bank of Florida, a Florida banking corporation

            
	 
      	
              Florida
      Gaming Centers, Inc.

            
	 
      	
              3500
      NW 37th
      Avenue

            
	 
      	
              Miami,
      FL 33142

            


    

    


    14.          GOVERNING
LAW; SEVERABILITY. This
Mortgage shall be governed by the law of the State of Florida. In the event that
any provision or clause of this Mortgage or the Note conflicts with applicable
law, such conflict shall not affect other provisions of this Mortgage or the
Note which can be given effect without the conflicting provision, and to this
end the provisions of the Mortgage and the Note are declared to be
severable.

     

    15.          NO
TRANSFER & PARTIAL RELEASE.

     

    (i)           If
all or any part of the Mortgaged Property, including an equitable interest
therein, is sold, assigned or transferred by Mortgagor without Mortgagee’s prior
written consent, Mortgagee shall declare all the sums secured by this Mortgage
to be immediately due and payable.

     

    (b)           Notwithstanding
any other provision of this Mortgage, if Mortgagor shall encumber or pledge all
or part of the Mortgaged Property without Mortgagee’s prior written consent,
Mortgagee may, at its option, declare all the sums secured by this Mortgage to
be immediately due and payable.

     

    (c)           Notwithstanding
any other provision of this Mortgage, if Mortgagor is an entity, if any interest
in Mortgagor (or any entity that owns or controls Mortgagor) is issued, sold,
transferred, assigned, conveyed, mortgaged, pledged or otherwise disposed of,
whether voluntarily or by operation of law, and whether with or without
consideration, or any agreement for any of the foregoing is entered into,
executed or delivered, Mortgagee may, at its option, declare all the sums
secured by this Mortgage to be immediately due and payable.

     

    16.          EVENTS OF
DEFAULT. The
following shall constitute events of default (“Event of Default”)
hereunder:

     

    (a)           Failure
of Mortgagor to pay any installment of principal or interest, or any other sum
due under the Note, this Mortgage or the Loan Documents within ten (10) days
after such installment is due under the Note, this Mortgage or the Loan
Documents.


    
      
         


      

      
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    (b)           Mortgagor’s
nonperformance of or noncompliance with any of the agreements, conditions,
covenants, provisions, or stipulations contained in the Note or in this
Mortgage, or in any Loan Documents.

     

    (c)           Any
assignment for the benefit of creditors made by Mortgagor.

     

    (d)           Appointment
of a receiver, liquidator, or trustee of Mortgagor or of any of the property of
Mortgagor, insolvency of Mortgagor or the filing by or against Mortgagor of any
petition or the bankruptcy, reorganization or arrangement of Mortgagor pursuant
to the Federal Bankruptcy Code or any similar federal or state statute, the
institution of any proceeding for the dissolution or liquidation of Mortgagor or
if Mortgagor admits in writing the inability to pay its debts as they mature,
provided, however, that the filing of an involuntary bankruptcy petition against
Mortgagor shall not constitute an Event of Default if such petition (and the
resulting proceeding) is dismissed within thirty (30) days after the date same
was filed.

     

    (e)           If
any of the events set forth in Subparagraphs (c) or (d) of this Paragraph 16
shall have happened to any general partner or joint venturer of Mortgagor if
Mortgagor is a partnership or joint venture or to any guarantor of the Note, if
any, or if any such guarantor shall default under its guaranty.

     

    (f)           A
default by Mortgagor under any note, mortgage, guaranty or any other instrument
of indebtedness or any agreement now or hereafter executed by Mortgagor in favor
of Mortgagee or any affiliate of Mortgagee.

     

    (g)           A
writ of execution or attachment or any similar process shall be issued or levied
against all or any part of an interest in the Mortgaged Property, or any
judgment shall be entered against Mortgagor or which shall become a lien on the
Mortgaged Property or any portion thereof or any interest therein, provided,
however, that the issuing or levying of a writ of execution or attachment or any
similar process against Mortgagor shall not constitute an Event of Default if
such writ of execution or attachment or similar process (and the resulting
proceeding) is dismissed within thirty (30) days after the date same was
filed.

     

    (h)           If
any representation, warranty, statement, certificate, schedule or report
delivered or communicated to Mortgagee by or on behalf of Mortgagor in
connection with the loan evidenced by the Note or with respect to the Mortgaged
Property, is false or misleading in any material respect as of the date
made.

     

    17.          REMEDIES.

     

    (a)           Upon
the happening of any Event of Default, the entire unpaid balance of the
principal, the accrued interest and all other sums secured by this Mortgage
shall become immediately due and payable, at the option of Mortgagee, without
notice or demand.

     

    (b)           When
the entire indebtedness shall become due and payable, either because of maturity
or because of the occurrence of any Event of Default, or otherwise, then
forthwith Mortgagee shall be entitled to all remedies allowed at law and in
equity, including, without limitation:


    
      
         


      

      
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    (i)           Foreclosure.  Mortgagee
may institute an action to foreclose this Mortgage, or take such other action at
law or in equity for the enforcement of this Mortgage and the security interest,
liens, and encumbrances herein created as to the Mortgaged Property and
realization on the mortgage security or any other security herein or elsewhere
provided for, as the law may allow, and may proceed therein to final judgment
and execution for the entire unpaid balance of the principal debt, with interest
at the rate stipulated in the Note to the date of default, and thereafter at a
“Default Rate” which shall be the lesser of twenty-four percent (24%) per annum
or the highest rate permitted by applicable law, together with all other
sums due by Mortgagor in accordance with the provisions of the Note and this
Mortgage, and all sums which may have been advanced by Mortgagee for taxes,
water or sewer rents, charges or claims, payments on prior liens, insurance or
repairs to the Mortgaged Property, and all costs of suit at trial and appellate
levels.

     

    (ii)           Judicial
Remedies.  Mortgagee
may proceed by suit or suits, at law or in equity, to enforce the payment of the
indebtedness and the performance and discharge of the obligations in accordance
with the terms hereof, of the Note, and the other Loan Documents, to foreclose
the liens and security interests of this Mortgage as against all or any part of
the Mortgaged Property, and to have all or any part of the Mortgaged Property
sold under the judgment or decree of a court of competent
jurisdiction.  This remedy shall be cumulative of any other
nonjudicial remedies available to the Mortgagee with respect to the Loan
Documents.  Proceeding with a request or receiving a judgment for
legal or equitable relief shall not be or be deemed to be an election of
remedies or bar any available nonjudicial remedy of the Mortgagee.

     

    (iii)           Possession.  Mortgagee
may enter into possession of the Mortgaged Property, with legal action, or
without legal action if Mortgagor has abandoned the Mortgaged Property and may
take and perform any actions or acts which Mortgagor might take or perform if
Mortgagor continued in possession of the Mortgaged Property; collect therefrom
all rentals (which term shall also include sums payable for use and occupation)
and, after deducting all costs of collection and administration expenses, apply
the net rentals to any or all of the following in such order and amounts as
Mortgagee, in Mortgagee’s sole discretion, may elect: the payment of taxes,
water and sewer rents, charges and claims, insurance premiums, and all other
carrying charges, and to the maintenance, repair, or restoration of the
Mortgaged Property, and on account and in reduction of the principal or
interest, or both, hereby secured; in and for that purpose Mortgagor hereby
collaterally assigns to Mortgagee all rentals due and to become due under any
lease or leases or rights to use and occupation of the Mortgaged Property
hereafter created, as well as all rights and remedies provided in such lease or
leases or at law or in equity for the collection of the rentals. Mortgagee shall
be entitled to the appointment of a receiver of all the rents, issues and
profits, as a matter of strict right, regardless of the value of the Mortgaged
Property and the solvency or insolvency of Mortgagor and other persons liable to
pay such indebtedness.

     

    (iv)           Uniform Commercial
Code.  Mortgagee may pursue any and all remedies available
under the Uniform Commercial Code, Chapter 679, Florida Statutes; it being
hereby agreed that fifteen (15) days notice as to time and place of any sale
shall be reasonable.

     

    (v)           Remedies
Cumulative.  All
rights, remedies, and recourses of Mortgagee granted in the Note, this Mortgage,
the other Loan Documents, or otherwise available at law or
equity  shall be cumulative.

     

    (c)          Mortgagee
shall have the right, from time to time, to bring an appropriate action to
recover any sums required to be paid by Mortgagor under the terms of this
Mortgage, as they become due, without regard to whether or not the principal
indebtedness or any other sum secured by the Note and this Mortgage shall be
due, and without prejudice to the right of Mortgagee thereafter to bring an
action of mortgage foreclosure, or any other action, for any default by
Mortgagor existing at the time the earlier action was commenced.

     

    (d)          Any
real estate sold pursuant to this Mortgage or pursuant to any judicial
proceedings under this Mortgage or the Note may be sold in one parcel, as an
entirety, or in such parcels and in such manner or order as Mortgagee, in its
sole discretion, may elect.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (e)          Upon,
or at any time after the filing of an action to foreclose this Mortgage, the
court in which such action is filed may, at the request of Mortgagee, appoint a
receiver of the Mortgaged Property and Mortgagor irrevocably consents to such
appointment. Such appointment may be made either before or after sale without
regard to the solvency or insolvency of Mortgagor, or any other person liable
for the payment of such indebtedness, at the time of application for such
receiver and without regard to either the then value of the Mortgaged Property,
the adequacy or inadequacy of any remedy available at law, or whether the
Mortgaged Property shall be then occupied as a homestead or not, and Mortgagee
hereunder or any agent of Mortgagee may be appointed as such receiver. Such
receiver shall have the power to perform all of the acts permitted Mortgagee
pursuant to Subparagraph 17(b)(ii) hereof and such other powers which may be
necessary or are customary in such cases for the protection, possession,
control, management, and operation of the Mortgaged Property during such
period.

     

    18.          ASSIGNMENT
OF RENTS; APPOINTMENT OF RECEIVER. As
additional security hereunder, and as permitted under Section 697.07, Florida
Statutes, Mortgagor hereby assigns to Mortgagee the rents of the Mortgaged
Property. All rents collected by Mortgagee shall be applied first to payment of
the costs of management of the Mortgaged Property and collection of rents,
including, but not limited to, receiver’s fees, premiums on receiver’s bonds and
reasonable attorney’s fees, and then to the sums secured by this Mortgage. The
Mortgagee shall be liable to account only for those rents actually
received.

     

    19.          FUTURE
ADVANCES.  This
Mortgage shall secure such future advances as may be made by Mortgagee, at its
sole and absolute discretion and for any purpose, within twenty (20) years from
the date of this Mortgage.  All such future advances shall be secured
to the same extent as if made on the date of the execution of this Mortgage, and
shall take priority as to third persons without actual notice from the time this
Mortgage is filed for record as provided by law.  The total amount of
indebtedness secured by this Mortgage may decrease or increase from time to
time, but the total unpaid balance so secured at any one time shall not exceed
two (2) times the principal sum secured herein, plus interest and any
disbursements made for the payment of taxes, levies or insurance on the
Mortgaged Property, with interest on those disbursements.  Nothing
herein shall require Mortgagee to make any such future advance.

     

    20.          RELEASE. Upon
payment of all sums secured by this Mortgage, Mortgagee shall satisfy this
Mortgage without charge to Mortgagor. Mortgagor shall pay all costs of
recordation, of such satisfaction.

     

    21.          ATTORNEY’S
FEES. If
Mortgagee becomes a party to any suit or proceeding (including, without
limitation, appellate and bankruptcy proceedings) affecting the Mortgaged
Property or title thereto, the lien created by this Mortgage or Mortgagee’s
interest therein, or if Mortgagee has engaged counsel to prepare or review the
Note, or if Mortgagee engages counsel to collect any of the indebtedness herein
secured or to enforce performance of the agreements, conditions, covenants,
provisions or stipulations of this Mortgage, the Note or other security
documents, Mortgagee’s costs, expenses and reasonable counsel fees, whether or
not suit is instituted, shall be paid to Mortgagee by Mortgagor, on demand, with
interest at the then effective rate set forth in the Note, and until paid they
shall be deemed to be part of the indebtedness evidenced by the Note and secured
by this Mortgage. As used in this Mortgage and in the Note, “attorney’s fees”
shall include all actual and reasonable attorney’s fees and disbursements
incurred by Mortgagee in any collection or enforcement action and in any related
appellate proceeding or post-judgment action.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    22.          HAZARDOUS
WASTE.

     

    (a)           “Hazardous
Materials” shall mean any flammable explosives, radioactive materials, hazardous
wastes, toxic substances or related materials and shall also mean, but shall not
be limited to, substances defined as “hazardous substances” in the Comprehensive
Environmental Response, Compensation and Liability Act of 1975, 49 U.S.C.
Sections 1801-1812; the Resource Conservation and Recovery Act of 1976, 42
U.S.C. Sections 6901-6987; and those substances defined as “hazardous
substances” in the Florida Hazardous Substances Law, Sections 501.0651 -
501.121, Florida Statutes.

     

    (b)           “Hazardous
Materials Claims” shall mean:

     

    (i)           any
and all enforcement, cleanup, remedial removal or other governmental or
regulatory actions instituted, completed or threatened pursuant to Hazardous
Materials Laws;

     

    (ii)           all
claims made or threatened by any third party against the Mortgagor or the
Mortgaged Property relating to damage, contributions, cost recovery
compensation, loss, or injury resulting from any Hazardous
Materials.

     

    (c)           “Hazardous
Materials Laws” shall mean any Federal, and as applicable, State, or local laws,
ordinances, or regulations relating to Hazardous Materials.

     

    (d)           Mortgagor
covenants to keep and maintain the Mortgaged Property in compliance with (and
shall not cause or permit the Mortgaged Property to be in violation of) any
Federal, and as applicable, State or local laws, ordinances, or regulations
relating to industrial hygiene or to environmental conditions on, under, or
about the Mortgaged Property, including, but not limited to, soil and
underground conditions. Mortgagor shall not use, generate, manufacture, store,
or dispose of Hazardous Materials on the Mortgaged Property.

     

    (e)           Mortgagor
covenants to notify Mortgagee, in writing, of the nature of any Hazardous
Materials claims immediately upon their occurrence.

     

    (f)           Mortgagor
covenants to indemnify, and defend Mortgagee, its directors, officers,
employees, and agents from and against any and all claims, damages, and
liabilities arising in connection with the presence, use, storage, disposal, or
transport of any Hazardous Materials on, under, from, or about the Mortgaged
Property including, without limitation,

     

    (i)           all
foreseeable and all unforeseeable consequential damages directly or indirectly
arising out of the use, generation, storage, or disposal of Hazardous Materials
by Mortgagor or any prior owner or operator of the Mortgaged
Property;

     

    (ii)           all
costs of any required or necessary repair, cleanup, or detoxification and the
preparation of any closure or other required plans, to the full extent that such
action is attributable, directly or indirectly, to the presence, use,
generation, storage, release, threatened release, or disposal of Hazardous
Materials by any person on the Mortgaged Property. Mortgagor’s obligation
pursuant to the foregoing indemnity shall survive the repayment of the loan
amount.

     

    (iii)           all
attorneys’ fees and costs incurred by Mortgagee.

     

    (g)           Mortgagee
shall have the right to join in and participate in, as a party if it so elects,
any legal proceedings or actions initiated in connection with any Hazardous
Materials Claims, Mortgagee’s reasonable attorney’s fees and costs in connection
therewith shall be reimbursed by Mortgagor upon demand; all such fees and costs
shall be added to the indebtedness under the Mortgage and shall be secured
hereby.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (h)           Mortgagor
shall, at any time, and from time to time, within thirty (30) days after notice
and written demand by Mortgagee, deliver to Mortgagee a written environmental
evaluation of the Mortgaged Property, which evaluation shall address matters as
to whether the Mortgaged Property, or any part thereof, has or is being used for
the use, handling, storage, transportation, or disposal of Hazardous Materials
and if so, as to whether such use, handling, storage, transportation, or
disposal conforms to the requirements of Hazardous Materials Laws. The
evaluation shall be performed by an independent, recognized environmental
consulting firm of duly licensed registered engineers.

     

    23.          REVOLVING
LOAN ADVANCES.  Subject
to paragraph 15(i) of this Mortgage, advances made under the Note shall be
in the form of a continual revolving credit whereby advances may be made, repaid
and readvanced from time to time.  The Mortgagee shall maintain an
account on its books (the “Loan Account”), which shall evidence at all times the
amount from time to time outstanding under the Note.  This Mortgage
secures the unpaid balances of any advances and readvances made under the Note,
this Mortgage, or any other Loan Document.  All provisions of this
Mortgage shall apply to readvances made pursuant to the provisions of this
Section.  Nothing herein contained shall limit the amount secured by
this Mortgage if such amount is increased by advances made by Mortgagee as
herein elsewhere provided.

     

    24.          WAIVER OR
RELEASE BY MORTGAGEE. Without
affecting the liability of Mortgagor or any other person (except any person
expressly released in writing) for payment of any indebtedness secured hereby or
for performance of any obligation contained herein, and without affecting the
rights of Mortgagee with respect to any security not expressly released in
writing, Mortgagee may, at any time, and from time to time, either before or
after maturity of said Note, and without notice or consent:

     

    (a)           Release
any person liable for payment of all or any part of the indebtedness or for
performance of any obligation;

     

    (b)           Make
any agreement extending the time or otherwise altering the terms of payment of
all or any part of the indebtedness, or modifying or waiving any obligation, or
subordinating, modifying or otherwise dealing with the lien or charge
hereof;

     

    (c)           Exercise,
or refrain from exercising, or waive any right Mortgagee may have;

     

    (d)           Accept
additional security of any kind; and

     

    (e)           Release
or otherwise deal with any property, real or personal, securing the
indebtedness, including all or any part of the Mortgaged Property.

     

    25.          SUBROGATION.
Mortgagee shall be subrogated to the lien of any and all prior encumbrances,
liens, or charges paid and discharged from the proceeds of the Note hereby
secured, and even though such prior liens have been released of record, the
repayment of the Note shall be secured by such liens on the portions of the
Mortgaged Property affected thereby to the extent of such payments,
respectively.

     

    26.          FINANCIAL
CONDITION. At the
option of Mortgagee, Mortgagor, Guarantor(s), and any and all related entities,
shall provide Mortgagee with periodic statements of the operations of and the
financial condition, as well as tax returns, of Mortgagor, Guarantor(s), and any
and all related entities, prepared by a certified public
accountant.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    27.          AUTHORITY
TO TRANSACT BUSINESS.
Mortgagor represents and warrants that it is duly organized and is validly
existing, in good standing under the laws of the State of its formation, and is
qualified to do business and is in good standing in the State of Florida, with
full power and authority to consummate the loan contemplated
hereby.

     

    28.          WRITTEN
APPROVAL OF CHANGE IN MANAGEMENT OR OWNERSHIP.
Mortgagor agrees that prior to any change in the management or ownership of the
Mortgagor, and/or key personnel, operating the Mortgaged Property, Mortgagor
will review said changes with Mortgagee and obtain prior written approval of
said changes from the Mortgagee.

     

    29.          WAIVER OF
JURY TRIAL.  THE
UNDERSIGNED WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BASED UPON, OR RELATED TO, ANY ASPECT OF THE TRANSACTION IN CONNECTION WITH
WHICH THIS DOCUMENT IS BEING GIVEN OR ANY DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION WITH SUCH TRANSACTION.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY THE UNDERSIGNED AND THE UNDERSIGNED
ACKNOWLEDGES THAT NO ONE HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
EFFECT.  THE UNDERSIGNED FURTHER ACKNOWLEDGES HAVING BEEN REPRESENTED
IN CONNECTION WITH THE TRANSACTION WITH RESPECT TO WHICH THIS DOCUMENT IS BEING
GIVEN AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED BY
THE UNDERSIGNED’S OWN FREE WILL, AND THAT THE UNDERSIGNED HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL.  THE UNDERSIGNED
FURTHER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE MEANING AND RAMIFICATIONS OF
THIS WAIVER PROVISION.

     

    IN
WITNESS WHEREOF, Mortgagor has executed this Mortgage.


    


    
      
        
          
            
              
                	
                        Signed,
      Sealed and Delivered

                      	 
      	
                        MORTGAGOR:

                      
	
                        in
      the presence of:

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                        CITY
      NATIONAL BANK OF FLORIDA, a

                      
	
                        First
      Witness Signature

                      	 
      	
                        a
      Florida banking corporation as Trustee

                      
	
                         

                      	 
      	

                        under
      its Land Trust #5003471, dated January 1, 1979

                      
	 
      	 
      	 
      
	
                        (Printed
      Name)

                      	 
      	
                        By:______________________________

                      
	 
      	 
      	
                        Print
      Name:_______________________

                      
	 
      	 
      	
                        Title:_____________________________

                      
	
                        Second
      Witness Signature

                      	 
      	 
      
	 
      	 
      	
                        FLORIDA
      GAMING CENTERS, INC., a

                      
	
                        (Printed
      Name)

                      	 
      	
                        Florida
      corporation

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:
      _______________________________

                      
	 
      	 
      	
                        W.
      BENNETT COLLETT,
CEO

                      


              

            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      	
              STATE
      OF FLORIDA

            	
              )

            
	 
      	
              )
      ss.:

            
	
              COUNTY
      OF PALM BEACH

            	
              )

            


    

    


    The
foregoing instrument was acknowledged before me this ____ day of _____________,
2009 by _________________________, as
____________________ of CITY NATIONAL BANK OF FLORIDA, a
Florida banking corporation as Trustee under its Land Trust #5003471, dated
January 1, 1979, who is personally known to me or who produced
_______________________ as identification and who did not take an
oath.

     

    WITNESS
MY HAND AND OFFICIAL SEAL OF OFFICE.

    


    
      
        
          	____________________________________________ 
      
	
                  Notary
      Public

                
	
                  Printed
      Name:  _______________________________

                
	
                  Commission
      Expires: 
_________________________

                


        

      

    

     

    
      	
              STATE
      OF FLORIDA

            	
              )

            
	 
      	
              )
      ss.:

            
	
              COUNTY
      OF PALM BEACH

            	
              )

            


    

    


    The
foregoing instrument was acknowledged before me this ____ day of _____________,
2009 by W. BENNETT COLLETT, as
CEO of FLORIDA GAMING
CENTERS, INC., a Florida corporation, who is personally known to me or
who produced _______________________ as identification and who did not take an
oath.

     

    WITNESS
MY HAND AND OFFICIAL SEAL OF OFFICE.

    


    
      
        
          	___________________________________________ 
      
	
                  Notary
      Public

                
	
                  Printed
      Name:  ______________________________

                
	
                  Commission
      Expires: 
________________________

                


        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    EXHIBIT
“A”


    
      
         


      

      
        14