PROMISSORY
NOTE

     

    
      
        	
                U.S.
      $1,322,573.73

              	
                September
      1, 2010

              
	 
      	
                New
      Albany, Indiana

              


      

    

     

               
F0R VALUE RECEIVED, FLORIDA GAMING CENTERS, INC., a Florida Corporation
(“FGCI”), promise to pay to the order of FREEDOM HOLDING, INC.  a
Delaware corporation, (“Lender”), at its place of business in New Albany,
Indiana or such other place as Lender may designate from time to time hereafter,
the principal amount of One Million Three Hundred Twenty Two Thousand Five
Hundred Seventy Three Dollars and 73/00 ($1,322,573.73) or such lesser principal
amount as may be owed by Borrower to Lender hereunder, together with interest on
the unpaid balance until paid, at the rate of ten percent (10%) per annum(the
“Stated Rate”). Interest shall be computed on the basis of a 365 day year and
charged for the actual number of days elapsed. The final payment of all then
outstanding principal and interest shall be due on September 1, 2011 (the
“Maturity Date”). Borrower’s obligations under this Note shall be defined and
referred to herein as “Borrower’s Liabilities”.

    


               
All payments received hereunder shall be first applied to interest due and the
balance, if any,  to principal. Principal and interest shall be payable as
follows:

    
       


    

    
      Borrower
may repay all or any portion of this Note, at any time and from time to time,
subject to the following terms:

    

    
       


    

    
      
        	 	
                (a)

              	
                Each
      partial prepayment shall be in a minimum principal amount of $100,000 and
      in integral multiples of $50,000;

              



    

    
       

      
        	 	
                (b)

              	
                Borrower shall
      provide Lender with at least fifteen (15) days prior written notice of any
      prepayment;

              


      

    

    
       


    

    
      
        	 	
                (c)

              	
                Borrower shall pay
      to Lender all accrued and unpaid interest through the date of such
      prepayment on the principal balance being prepaid;
      and

              



    

    
       

      
        	 	
                (d)

              	
                Borrower shall pay
      to Lender any other obligations of the Borrower to the Lender then due
      which remain
unpaid.

              


      

    

    
       

    

               
All principal payments hereunder shall be accompanied by accrued interest on the
principal amount being repaid to the date of payment. All payments hereunder,
whether in respect of principal, interest, or otherwise, shall be made without
setoff, counterclaim or deduction in same day funds no later than 2:00 p.m.,
Indiana time, on the date due by wire transfer (or by advice of transfer from or
between accounts of Borrower and Lender) to such account as Lender shall specify
from time to time by notice to Borrower. Funds received after that time shall be
deemed to have been received by Lender on the next following  Business Day.
All payments shall be made in immediately available U.S. Dollars. Whenever any
payment to be made shall otherwise be due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and such
extension of time shall be included in computing interest, if any, in connection
with such payment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


                
Borrower warrants and represents to Lender that Borrower shall use the proceeds
represented by this Note solely for proper business purposes.

     

               
All of Lender’s rights and remedies under this Note are cumulative and non-
exclusive. The acceptance by Lender of any partial payment made hereunder after
the time when any of Borrower’s Liabilities become due and payable will not
establish a custom, or waive any rights of Lender to  enforce prompt
payment hereof. Lender’s failure to require strict performance by Borrower of
any provision of this Note shall not waive, affect, or diminish any right of
Lender thereafter to demand strict compliance and performance therewith. Any
waiver of an Event of Default hereunder shall not suspend, waive or affect any
other Event of Default hereunder. Borrower and every endorser waive presentment
demand and protest and notice of presentment, protest, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of this Note,
and hereby ratify and confirm whatever Lender may do in this regard. Borrower
further waives any and all notice or demand to which Borrower might be entitled
with respect to this Note by virtue of any statute or law (to the extent
permitted by law).

               

               
Borrower agrees to pay, upon Lender’s demand therefore, any and all costs, fees
and expenses (including reasonable attorneys’ fees, costs and expenses) incurred
in enforcing any of Lender’s rights hereunder, and to the extent not paid shall
become part of Borrower’s Liabilities hereunder.

     

               
If any provision of this Note or the application thereof to any party or
circumstance is held invalid or unenforceable, the remainder of this Note and
the application thereof to other parties or circumstances will not be affected
thereby, the provisions of this Note being severable in any such
instance.

     

               
If this Note is signed by more than one party, the liability of each such party
shall be joint and several, and each reference herein to Borrower shall be
deemed to refer to each such party.

     

               
This Note is submitted by Borrower to Lender at Lender’s principal place of
business and shall be deemed to have been made thereat. This Note shall be
governed and controlled by the laws of the State of Indiana as to
interpretation, enforcement, validity, construction, and effect, but without
reference to its choice of law provisions. Any notice required hereunder shall
be served consistent with the terms and provisions of the Loan Agreement
relating to notice.

     

               
No modification, waiver, estoppel, amendment, discharge or change of this Note
or any related instrument shall be valid unless the same is in writing and
signed by the party against which the enforcement of such modification, waiver,
estoppel amendment, discharge or change is sought.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

               
BORROWER IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY OR
RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE MAY BE LITIGATED IN
COURTS HAVING SITUS WITHIN THE JURISDICTION OF THE COUNTY OF FLOYD, STATE OF
INDIANA. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED IN SAID COUNTY AND STATE AND WAIVES ANY OBJECTION IT MAY
HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY
PROCEEDING HEREUNDER.

     

    
      BORROWER
AND LENDER IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN AN ACTION OF
PROCEEDING: (1) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS
NOTE OR AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED IN CONNECTION HEREWITH 0R (2) ARISING FROM ANY DISPUTE
OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS NOTE OR ANY SUCH AMENDMENT,
INSTRUMENT, DOCUMENT, OR AGREEMENT, AND  AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.

    

    


    
      
        
          
            
              	
                      ATTEST:

                    	 
      	
                      BORROWER:

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      FLORIDA GAMING CENTERS,
      INC.

                    
	 
      	 
      	 
      	 
      	 
      
	
                      By:

                    	
                        /s/ Kimberly R
      Tharp

                    	 
      	
                      By

                    	
                      /s/ W. Bennett Collett

                    
	 
      	      
                      Kimberly
      R. Tharp

                    	 
      	 
      	
                      W.
      Bennett Collett

                    
	 
      	      
                      Secretary

                    	 
      	 
      	
                      Chairman
      of the Board and
CEO