Unassociated Document


    Exhibit
10.1

    


    MEMORANDUM
OF AGREEMENT

    


    This Memorandum of Agreement (“MOA”) is
entered into on August 14, 2009 by and among Florida Gaming Corporation, a
Delaware corporation (“FGC”), Solomon O. Howell (“Howell”) and James W. Stuckert
(Stuckert”).  Howell and Stuckert sometimes are referred to herein
individually as a “Lender” or, collectively, as the “Lenders”.

    


    The purpose of this MOA is to set forth
the terms and conditions upon which the Lenders may advance cash to FGC (each,
an “Advance” and, collectively, the “Advances”) up to an aggregate maximum
amount of one million dollars for all Advances hereunder.

    


    Each Advance shall be evidenced by a
Convertible Promissory Note of FGC in the form attached hereto as Exhibit A (each, a
“Note”).  Each Advance shall bear interest calculated at an annual
rate of five percent (5%).  In the event the outstanding principal
balance and all accrued but unpaid interest due under a Note is not paid by the
Maturity Date stated in that Note, the outstanding principal and accrued but
unpaid interest shall bear interest at the annual rate of twenty-four percent
(24%) from and after the Maturity Date.

    


    Each Note shall provide that the Lender
may convert the amount of the outstanding principal balance of the Note and
accrued but unpaid interest thereon into common stock of FGC at a conversion
rate equal to six dollars ($6.00) per share.  Such conversion right
shall continue for as long as any principal or interest under the Note remains
unpaid.

     

    If  FGC is able to obtain the
required written consent of Isle of Capri, Inc. (“Isle”), which holds a first
mortgage on certain real property (described on Exhibit B hereto)
(the “Property”) owned by FGC’s wholly-owned subsidiary Florida Gaming Centers,
Inc., FGC’s obligation to repay to Lenders all amounts due under the Notes shall
be secured by a second mortgage on the Property pursuant to the form Second
Mortgage Agreement attached hereto as Exhibit C. FGC shall
use its good faith best efforts to obtain the consent of Isle to the granting to
Lenders of the second mortgage on the Property.

    


    During the period in which any amounts
due under one or more Notes remains outstanding, FGC shall not grant to any of
its officers or directors any new equity of FGC or any new options, warrants, or
similar rights to acquire any of FGC’s equity.

    


    Each of the Lenders represents and
warrants to FGC that he is and will remain an “accredited investor” within the
meaning of Regulation D, Rule 501(a) promulgated by the U.S. Securities and
Exchange Commission and that if he exercises any conversion rights under the
Notes to obtain shares of the common stock of FGC, he will be doing so for his
own account, for investment and not with a view to resale or distribution except
in compliance with the Securities Act of 1933, as amended.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This MOA shall be governed by the laws
of the State of Delaware without regard to its choice of law
rules.  This MOA may be amended only by a written instrument signed by
each of the parties hereto.  This MOA shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.

    


    IN WITNESS WHEREOF, this MOA has been
executed by FGC and the Lenders as of the date set forth above.

    


    


    FLORIDA
GAMING CORPORATION

    


    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    By

                                  	 
      
	
                                    Title:

                                  	 
      
	
                                    Date:

                                  	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                    James
      W. Stuckert

                                  
	
                                    Date:

                                  	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                    Solomon
      O. Howell

                                  
	
                                    Date:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Form of Convertible
Promissory Note

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHBIIT
B

    


    Property
Description

    


    The South
1⁄2 of the SW 1⁄4 of the NW 1⁄4 of Section 13, Township 35 South, Range 39 East, St.
Lucie County, Florida; EXCEPTING therefrom the right of way for Kings Highway
and ALSO EXCEPTING therefrom the following described property, to-wit: From the
SW corner of said South 1⁄2 of the SW 1⁄4 of the NW 1⁄4 running East 25 feet to the
East right of way of Kings Highway for the Point of Beginning; thence continue
East 333.4 feet; thence North 243.0 feet; thence West 333.4 feet to the East
right of way of Kings Highway; thence South along the said East right of way 243
feet of the Point of Beginning, as delineated on a survey dated March 24, 1972,
prepared by A.G. Weatherington and Associates, Inc., Florida Certificate No.
1859.

    


    Together
with:

    


    The North
1⁄2 of the NW 1⁄4 of the SW 1⁄4 , Less the South 150 feet of the North 300 feet of the
East 247 feet, more or less, of the West 272 feet, more or less, and LESS the
West 134 feet of the East 218 feet of the South 165 feet of the North 337 feet
and LESS the East 264 feet of the West 536.4 feet of the North 334.41 feet; ALSO
LESS AND EXCEPTING the right of way for Kings Highway (State Road 607), all
lying and being in Section 13, Township 35 South, Range 39 East, St. Lucie
County, Florida, as delineated on a survey dated March 24, 1972, prepared by
A.G. Weatherington and Associates, Inc., Florida Certificate No.
1859.

    


    Together
with:

    


    The West
134 feet of the East 218 feet of the South 165 feet of the North 337 feet of the
North 1⁄2 of the NW 1⁄4 of the SW 1⁄4 of Section 13, Township 35 South, Range 39 East,
St. Lucie County, Florida.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    Form of Second Mortgage
Agreement

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [FORM OF
NOTE]

    


    “THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT.”

    


    


    


    FLORIDA
GAMING CORPORATION

    CONVERTIBLE
PROMISSORY NOTE

    


    
      	
              $__________

            	
              Louisville,
      Kentucky

            
	 
      	
              ____________,
      2009

            


    

    


    Florida
Gaming Corporation, a Delaware corporation (the “Company”), the
principal office of which is located at 2669 Charlestown Road, New Albany,
Indiana 47150, for value received, hereby promises to pay to the order of
[                          ],
whose address is
[                     ]
(the “Holder”),
the sum of
[                     ]
($[                     ]),
and any unpaid accrued interest hereon, on December 31, 2009 (the “Maturity
Date”).  Payment for all amounts due hereunder shall be made by mail
to the Holder at the address of the Holder as set forth above.

     

    The
following is a statement of the rights of the Holder and the conditions to which
this Note is subject, and to which the Holder, by the acceptance of this Note,
agrees:

     

    1.           Interest.  The Company
shall pay interest at the rate of five percent (5.0%) per annum (the “Initial Interest
Rate”) on the principal of this Note outstanding during the period
beginning on the date hereof and ending on the Maturity Date.  Accrued
interest under this Note shall be compounded annually.  Interest
payable under this Note shall be computed on the basis of a year of 365 days and
actual days elapsed occurring in the period for which
payable.  Interest shall be payable on the Maturity
Date.  In the event that the principal amount of this Note plus
accrued but unpaid interest is not paid on the Maturity Date, or upon any other
Event of Default (as defined below), interest at the same rate as the Initial
Interest Rate plus nineteen percent (19%) shall continue to accrue on the
balance of any unpaid principal until such balance is paid.

     

    All
payments made on this Note shall be applied, at the option of the Holder, first
to late charges and collection costs, if any, then to accrued interest and then
to principal.  After the Maturity Date or upon an Event of Default,
interest shall continue to accrue on this Note at the rate set forth above and
shall be payable on demand of the Holder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
anything in this Note to the contrary, the interest rate charged hereon shall
not exceed the maximum rate allowable by applicable law.  If any
stated interest rate herein exceeds the maximum allowable rate, then the
interest rate shall be reduced to the maximum allowable rate, and any excess
payment of interest made by the Company at any time shall be applied to the
unpaid balance of any outstanding principal of this Note.

     

    2.           Events of
Default.  If any of the
events specified in this Section 2 shall occur (herein individually referred to
as an “Event of
Default”), the Holder of this Note may, so long as such condition exists,
declare the entire outstanding principal of this Note and unpaid accrued
interest thereon immediately due and payable by notice in writing to the
Company:

     

    (i)           the
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer consenting to
or seeking reorganization or release under the federal Bankruptcy Act, or any
other applicable federal or state law, or the consent by it to the filing of any
such petition or the appointment of a receiver, liquidator, assignee, trustee or
other similar official of the Company, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the taking of limited liability company action by the Company in furtherance of
any such action;

     

    (ii)           if,
within sixty (60) days after the commencement of an action against the Company
(and service of process in connection therewith on the Company) seeking any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been resolved in favor of the Company or all orders or proceedings
thereunder affecting the operations or the business of the Company stayed, or if
the stay of any such order or proceeding shall thereafter be set aside, or if,
within sixty (60) days after the appointment without the consent or acquiescence
of the Company of any trustee, receiver or liquidator of the Company or of all
or any substantial part of the properties of the Company, such appointment shall
not have been vacated; or

     

    (iii)           the
Company fails to make any payment of principal or interest on the Note when
due.

     

    3.           Conversion.

     

    3.1           Conversion
Amount.   The Holder, at any time during which any
principal or accrued interest hereunder remains unpaid, may convert this Note,
together with all accrued interest, in accordance with the provisions of Section
3.2 hereof, in whole, into fully paid and nonassessable shares of the common
stock of the Company (“Shares”).  The
number of Shares of the Company into which this Note may be converted shall be
equal to the principal balance and accrued interest on the Note as of the date
of conversion divided by $6.00, as adjusted for any share splits, share
combinations or similar transactions.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.2           Conversion
Procedure.  Before the
Holder shall be entitled to convert this Note into Shares, it shall give written
notice by mail, postage prepaid, to the Company at its principal executive
office, of the election to convert the same, if the Holder is electing to
convert and shall state therein the name or names in which the certificate or
certificates for the Shares are to be issued.  Such conversion shall
be deemed to have been made immediately prior to the close of business on the
date of surrender of this Note, and the person or persons entitled to receive
the Shares issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such Shares as of such date.

     

    3.3           Delivery of
Certificates.  As promptly as
practicable after the conversion of this Note, the Company at its expense will
issue and deliver to the Holder of this Note a certificate or certificates for
the number of Shares issuable upon such conversion.  Each such
certificate shall bear the following legend:

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT.

     

    3.4           Mechanics and Effect of
Conversion.  At the election
of the Company no fractional Shares will be issued upon conversion of this
Note.  In lieu of the Company issuing any fractional Shares to the
Holder upon the conversion of this Note, the Company may pay to the Holder the
amount of outstanding principal and interest that is not so converted, such
payment to be in the form as provided below.  Upon the conversion of
this Note, the Holder shall surrender this Note, duly endorsed, at the principal
office of the Company.   Upon conversion of the entire
outstanding principal amount of and all accrued interest on this Note, the
Company shall be forever released from all its obligations and liabilities under
this Note.

     

    4.           Notices of Record Date,
etc.  In the event
of:

     

    (a)           Any
taking by the Company of a record of the holders of any class of securities of
the Company for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or any right to subscribe for,
purchase or otherwise acquire any Shares of any class or any other securities or
property, or to receive any other right; or

     

    (b)           any
capital reorganization of the Company, any reclassification or recapitalization
of the capital shares of the Company or any transfer of all or substantially all
of the assets of the Company to any other person or any consolidation or merger
involving the Company; or

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           any
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
the Company will mail to the Holder of this Note at least ten (10) days prior to
the earliest date specified therein, a notice specifying:

     

    (i)           the
date on which any such record is to be taken for the purpose of such
distribution or right, and the amount and character of such distribution or
right; and

     

    (ii)           the
date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is expected to
become effective and the record date for determining shareholders entitled to
vote thereon.

     

    5.           Assignment and Binding
Effect.  The rights and
obligations of the Company and the Holder shall be binding upon and benefit the
successors, permitted assigns, heirs, administrators and transferees of the
parties. This Note may not be assigned by the Company or the Holder without the
prior written consent of the other party.

     

    6.           Waiver and
Amendment.  This Note may
not be amended, waived or modified except upon the written consent of the
Company and the Holder.

     

    7.           Prepayment.  This Note may be
prepaid at the election of the Company with 10 days prior written notice to the
Holder.

     

    8.           Treatment of
Note.  To the extent
permitted by generally accepted accounting principals, the Company will treat,
account and report the Note as debt and not equity for accounting purposes and
with respect to any returns filed with federal, state or local tax
authorities.

     

    9.           Notices.  Any notice,
request or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been duly given when (i) delivered by hand
(with written confirmation of receipt), or (ii) when received by the addressee,
if sent by a nationally recognized overnight delivery service (receipt
requested), in each case to the appropriate addresses set forth
herein.  Any party hereto may by notice so given change its address
for future notice hereunder.

     

    10.           Waivers.  The Company
hereby waives presentment, demand, protest and notice of dishonor and protest,
and also waives all other exemptions; and agrees that extension or extensions of
the time of payment of this Note or any installment or part thereof may be made
before, at or after maturity by agreement by the Holder.  Upon default
hereunder, the Holder shall have the right to offset the amount owed by the
Company against any amounts owed by the Holder in any capacity to the Company,
whether or not due, and the Holder shall be deemed to have exercised such right
of offset and to have made a charge against any such account or amounts
immediately upon the occurrence of an Event of Default hereunder even though
such charge is made or entered on the books of the Holder subsequent
thereto.  The Company shall pay to the Holder, upon demand, all costs
and expenses, including, without limitation, reasonable attorneys’ fees and
legal expenses, that may be incurred by the Holder in connection with the
enforcement of this Note.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.           Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, excluding that body of law relating to conflict of laws.

     

    12.           Heading;
References.  All headings
used herein are used for convenience only and shall not be used to construe or
interpret this Note.  Except where otherwise indicated, all references
herein to Sections refer to Sections hereof.

     

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be issued this
[       ] day of
[                     ],
2009.

    


    
      
        
          
            	 
      	
                    FLORIDA
      GAMING CORPORATION

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECOND MORTGAGE
AGREEMENT

    


    This SECOND MORTGAGE AGREEMENT is made
and entered into on ______________, 2009,  among

    

      
        
          	 
      	
                  Florida
      Gaming Centers, Inc.

                	 
      
	 
      	
                  3500
      N.W. 37th Avenue

                	 
      
	 
      	
                  Miami,
      Florida 33142

                	
                  ("Mortgagor")

                
	 
      	
                  and

                	 
      
	 
      	 
      	 
      
	 
      	
                  James
      W. Stuckert

                	 
      
	 
      	 
      	 
      
	 
      	
                  and

                	 
      
	 
      	 
      	 
      
	 
      	
                  Solomon
      O. Howell

                	 
      
	 
      	 
      	
                  (collectively,
      "Mortgagees")

                


        

      

       

    

    


    RECITALS

    


    A.           Mortgagor
is the owner in fee simple of the real property described on EXHIBIT A attached
hereto and made a part hereof, which is situated and being in the County of St.
Lucie, State of Florida and having a physical address of 1750 S. Kings Hwy, Ft.
Pierce, Florida (the “Property”).

    


    B.           One
hundred percent of the outstanding common stock of Mortgagor is owned by Florida
Gaming Corporation, a Delaware corporation (“FGC”).  FGC is justly
indebted to Mortgagees for borrowed money evidenced by one or more Convertible
Promissory Notes of FGC (the "Notes"), with interest on the principal of the
Notes as provided therein, executed and delivered by FGC to the order of
Mortgagees, with principal and interest payable as stated therein, and with
other provisions and obligations, all of which are incorporated herein by this
reference.  Mortgagees advanced the borrowed money to FGC, and FGC
delivered the Notes to Mortgagees in accordance with a Memorandum of Agreement
among FGC and the Mortgagees dated August 14, 2009 (the “MOA”).

    


    C.           The
Second Mortgage granted to Mortgagees in the Property hereunder is subject and
secondary to the interests of Isle of Capris Casinos, Inc. in the Property
pursuant to a Mortgage and Security Agreement dated December 31, 2008 (the
“First Mortgage”).

    


    D.           As
contemplated by the MOA and in order to secure FGC’s obligations to Mortgagees
under the Notes, as well as other obligations of Mortgagor to Mortgagees
described herein, FGC has caused its wholly-owned subsidiary Mortgagor to
execute and deliver this Second Mortgage.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    GRANTING
CLAUSE

    


    For the purpose of securing the payment
of the indebtedness evidenced by the Notes and securing the fulfillment of all
the terms, covenants and conditions contained hereinafter, Mortgagor grants,
conveys and mortgages in fee simple to Mortgagees the Property, together with
any and all buildings and improvements now existing or hereafter located
thereon, and the rights, privileges and appurtenances belonging thereto or in
any way appertaining, and all fixtures, movable and immovable, on or about the
real property, now existing or hereafter located on or affixed to
the  Property, together with the  rents, issues and profits
therefrom, all subject and secondary to the interest in the Property held by
Isle of Capris Casinos, Inc. pursuant to the First Mortgage.

    


    PARTICULAR COVENANTS OF
MORTGAGOR

    


    Mortgagor, in order to more fully
protect the security of this Second Mortgage, covenants and agrees with
Mortgagees as follows:

    


    1.           Good
Title.  Mortgagor covenants (a) lawful seisin of the Property,
(b) full right and power to mortgage and convey the same, and (c) that the same
is free and clear from all liens and encumbrances, except for (i) easements,
restrictions and stipulations of record as to use, improvement and occupancy of
the Property, (ii) governmental laws, ordinances and regulations affecting the
Property,  (iii) liens for real property taxes and assessments not yet
due and payable, and (iv) the First Mortgage.

    


    2.           Payment of the
Notes.  Mortgagor shall pay, when due, the principal of the
Notes and interest thereon.

    


    3.           Taxes, Assessments and
Liens.  Mortgagor shall pay, when due, all taxes and
assessments of every type and nature levied or assessed against all or any part
of the Property or any interest therein, and any claim, lien or encumbrance
against the Property which may be or become prior to the lien of this Second
Mortgage.  If requested by Mortgagees, Mortgagor shall deliver or
exhibit receipts therefor to Mortgagees at least 15 days before the same shall
become delinquent.

    


    4.           Insurance.  Mortgagor
shall (a) keep any and all improvements now existing or hereafter located on the
Property insured as may be required from time to time by Mortgagees against loss
or damage from the perils insured against by the standard fire and extended
coverage insurance policy in use in the State of Florida (including liability
insurance as required by Mortgagees) in such amounts and for such periods as
Mortgagees may require, and (b) pay promptly, when due, any and all premiums for
such insurance.  All insurance shall be carried with companies
approved by Mortgagees, and certificates of insurance and renewals thereof shall
be delivered to Mortgagees and have attached thereto loss payable clauses in
favor of and in form acceptable to Mortgagees.  In the event of loss,
Mortgagor shall give immediate written notice sent postage prepaid by certified
mail, return receipt requested, to Mortgagees.  Mortgagees may make
proof of loss if not made promptly by Mortgagor.  Each insurance
company concerned is authorized and directed to make payment for such loss
directly to Mortgagees, instead of to Mortgagor and Mortgagees
jointly.  All or any part of the insurance proceeds may, at the option
of Mortgagees, be applied by Mortgagees  either to (a) the reduction
of the indebtedness secured hereby, or (b) the restoration of the
Property.  In the event of foreclosure of this Mortgage, or other
transfer of title to the Property in extinguishment of the indebtedness secured
hereby, then all right, title and interest of Mortgagor in and to any insurance
policies then in force shall pass to the purchaser or grantee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5.           No Waste;
Repairs.  Mortgagor shall (a) maintain the Property in good
condition and repair, (b) not commit or suffer waste thereof, (c) comply with
any and all laws, ordinances, rules, regulations, covenants, conditions and
restrictions affecting the Property, and not suffer or permit any violation
thereof, and (d) not remove, demolish or alter the design or structural
character of any building now existing or hereafter erected on the Property,
unless Mortgagees shall give its prior written consent thereto.

    


    6.           Default and Remedies for
Taxes, Assessments and Insurance.  If Mortgagor fails to (a)
maintain the insurance provided for herein, (b) deliver certificate(s) of
insurance to Mortgagees, (c) pay the cost of such insurance, (d) pay taxes and
assessments, or (e) promptly make repairs and replacements to the Property, then
Mortgagees may, at their option, procure and pay for such insurance, pay such
taxes or assessments, or cause such repairs or replacements to be
made.  Mortgagor shall, on demand, pay to Mortgagees the money so
advanced by Mortgagees, with interest thereon at the rate of interest on the
Notes, and such advance(s) shall be secured by the lien of this Second Mortgage
and shall be deemed equal in dignity to the lien securing the
Notes.

    


    7.           Events of
Default.  The following shall constitute events of default
hereunder:

    


    (a)           Mortgagor
fails to (i) pay, when due, any installment of the principal of the
Notes  or interest thereon as provided for in the Notes, (ii) pay,
when due, taxes and assessments, (iii) keep the improvements, now existing or
hereafter erected on the Property, insured against loss or damage as provided
herein, (iv) pay, when due, the premiums for such insurance, (v) keep the
Property in good condition and repair, or (vi) keep or perform any other term,
covenant or condition of this Second Mortgage or the Notes;

    


    (b)           a
proceeding is instituted involving title to all or any part of the Property,
including, without limitation, the foreclosure of any mortgage or other lien
against the Property;

    


    (c)           Mortgagor
is adjudged bankrupt in either a voluntary or involuntary proceeding;
or

    


    (d)           Mortgagor
fails to comply with the terms, covenants and conditions of any other permitted
lien or encumbrance affecting the Property.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.           Remedies.

    


    (a)           Upon
the happening of any event of default and at any time thereafter, Mortgagees
may, without notice to Mortgagor, (i) declare the entire indebtedness secured
hereby to be immediately due and payable, and forthwith proceed to collect the
same and to enforce this Mortgage by suit or otherwise, (ii) enter on the
Property, collect the rents, issues and profits therefrom,  and after
paying all expenses and a reasonable compensation for itself, apply the
remainder of the money collected to the satisfaction of the indebtedness secured
hereby, and (iii) foreclose the lien of this Mortgage as to all or any part of
the Property.

    


    (b)           In
any of the events of default mentioned in Paragraph 7, Mortgagees may, at their
option, and as a matter of strict right and without notice to Mortgagor, apply
to any court of competent jurisdiction for the appointment of a receiver for the
Property to manage the same and to collect the rents, issues and profits
therefrom, and after deducting the costs and expenses of such receivership and a
reasonable compensation for  the services of the receiver, apply the
remainder of the money collected to the satisfaction of the indebtedness secured
hereby.  It is further agreed that the grounds for the appointment of
a receiver set out herein shall be in addition to and not in limitation of the
statutory remedy of receivership and may be invoked either in aid of, or without
proceeding for, the foreclosure and sale of the Property.  Mortgagor
shall pay the reasonable attorneys' fees and expenses incurred by Mortgagees in
the event of a default hereunder to the extent that such attorneys' fees and
expenses are actually paid or agreed to be paid by Mortgagees, except for such
attorneys' fees and expenses paid by Mortgagees to a salaried employee of
Mortgagees.  This Mortgage shall secure payment to Mortgagees by
Mortgagor of such attorneys' fees and expenses.

    


    (c)           All
remedies of Mortgagees shall be cumulative to the greatest extent allowed by
law.

    


    9.           No
Waivers.  No delay by Mortgagees in the exercise of any of
their rights or remedies hereunder, or otherwise afforded by statute, at law or
in equity, shall operate as a waiver thereof, or preclude the exercise thereof
during the continuance of any event of default hereunder.  An express
waiver of any obligation of Mortgagor shall not at any time thereafter be held
to be a waiver of any of the terms, covenants or conditions of this Second
Mortgage, except as specified in the express waiver, and then only for the time
and to the extent stated in the express waiver.

    


    10.           Transfer of the
Property.  With respect to all or any part of the Property, or
any legal or equitable interest therein, Mortgagor or any successor in interest
to Mortgagor, shall not (a) sell, (b) convey, (c) transfer, (d) lease for more
than one year, (e) lease with an option to purchase, or (f) enter into a
contract for deed or bond for deed (all of the foregoing are collectively, the
"Transfer") without the prior written consent of Mortgagees.

    


    11.           Powers of
Mortgagees.  Without affecting (a) the liability of Mortgagor
or any subsequent person(s) who becomes obligated (except any person expressly
released in writing) to pay the indebtedness secured hereby or to perform any
duty or obligation contained herein, and (b) the rights of Mortgagee with
respect to any security not expressly released in writing, Mortgagees may, at
any time and from time to time, either before or after the maturity of the Notes
and without notice or consent, (i) release any person(s) liable for payment of
all or any part of the indebtedness secured hereby or for performance of any
obligation contained herein, (ii) make any agreement extending the time or
otherwise altering the terms of payment of all or any part of the indebtedness
secured hereby, modifying or waiving any obligation, or subordinating, modifying
or otherwise dealing with the lien or charge thereof, (iii) exercise, or refrain
from exercising, or waive any right Mortgagees may have, (iv) accept additional
security of any kind, and (v) release or otherwise deal with any property, real
or personal, securing the indebtedness secured hereby, including, without
limitation, all or any part of the Property.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    12.           Additional
Security.  As further security for payment of the indebtedness
secured hereby and performance of the terms, covenants and conditions contained
herein, Mortgagor transfers, sets over and assigns to Mortgagees all judgments,
damage awards and settlements hereafter made as a result of or in lieu of any
taking of all or any part of the Property under the power of eminent domain, or
for any damage (whether caused by such taking or otherwise) to all or any part
of either the Property or the improvements now existing or hereafter located
thereon, including, without limitation, any award for change of grade of
streets.  Mortgagees may, at their option, apply all or any part of
such amounts so received to the indebtedness secured hereby in such manner as it
elects, or release all or any part of such amounts so received to
Mortgagor.

    


    13.           Other
Liens.  No other mortgage, lien or equity position, other than
this Second Mortgage and the First Mortgage, whether superior or inferior to the
lien of this Second Mortgage, shall be placed or allowed to exist on the
Property without the prior written approval of Mortgagees.

    


    14.           Renewal and
Extensions.  This Second Mortgage shall secure all renewal
notes executed in lieu of the Notes and any extension(s) of the
Notes.

    


    15.           Benefit and Binding
Effect.  The terms, covenants and conditions contained herein
shall be binding upon and shall inure to the benefit of Mortgagor, Mortgagees,
and their respective heirs, legal representatives, successors and
assigns.

    


    16.           Joint and Several
Liability.  In the event that more than one individual, firm,
corporation, partnership or other entity execute this Second Mortgage on behalf
of any party hereto, then the terms, covenants and conditions contained herein
shall be applicable to and binding upon each signatory, jointly and
severally.

    


    17.           Singular and Plural
Terms.  Wherever used, the singular number shall include the
plural, the plural the singular and the use of any gender shall include all
genders.

    


    18.           Governing
Law.  This Mortgage shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its choice of
law rules.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PROVIDED, HOWEVER, that if Mortgagor
pays in full the indebtedness secured hereby and performs all other terms,
covenants and conditions hereof, then Mortgagees shall, at the sole cost and
expense of Mortgagor, immediately release this Second Mortgage on the request of
Mortgagor.

    


    IN WITNESS WHEREOF, Mortgagor duly
executed this Second Mortgage as of the date first set forth above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 	 
      	
                                MORTGAGOR:

                              
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	
                                FLORIDA
      GAMING CENTERS, INC.

                              
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	
                                By

                              	 
      
	 
      	 	 
      	
                                Title:

                              	 
      
	 
      	 	 
      	
                                Date:

                              	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	STATE
      OF FLORIDA	 	      
                                )

                              	 
	 
      	 	 
      	
                                )
      SS

                              	 
      
	
                                COUNTY
      OF

                              	 	 
      	
                                )

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    The foregoing Second Mortgage was
acknowledged before me on ___________________, ____ by ________________, the
__________________ of Florida Gaming Centers, Inc.

    


    
      
        
          	
                   

                
	
                  Notary
      Public

                
	 
      
	
                  My
      Commission
Expires:______________

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    The South
1⁄2 of the SW 1⁄4 of the NW 1⁄4 of Section 13, Township 35 South, Range 39 East, St.
Lucie County, Florida; EXCEPTING therefrom the right of way for Kings Highway
and ALSO EXCEPTING therefrom the following described property, to-wit: From the
SW corner of said South 1⁄2 of the SW 1⁄4 of the NW 1⁄4 running East 25 feet to the
East right of way of Kings Highway for the Point of Beginning; thence continue
East 333.4 feet; thence North 243.0 feet; thence West 333.4 feet to the East
right of way of Kings Highway; thence South along the said East right of way 243
feet of the Point of Beginning, as delineated on a survey dated March 24, 1972,
prepared by A.G. Weatherington and Associates, Inc., Florida Certificate No.
1859.

    


    Together
with:

    


    The North
1⁄2 of the NW 1⁄4 of the SW 1⁄4 , Less the South 150 feet of the North 300 feet of the
East 247 feet, more or less, of the West 272 feet, more or less, and LESS the
West 134 feet of the East 218 feet of the South 165 feet of the North 337 feet
and LESS the East 264 feet of the West 536.4 feet of the North 334.41 feet; ALSO
LESS AND EXCEPTING the right of way for Kings Highway (State Road 607), all
lying and being in Section 13, Township 35 South, Range 39 East, St. Lucie
County, Florida, as delineated on a survey dated March 24, 1972, prepared by
A.G. Weatherington and Associates, Inc., Florida Certificate No.
1859.

    


    Together
with:

    


    
      
      

    

    The West
134 feet of the East 218 feet of the South 165 feet of the North 337 feet of the
North 1⁄2 of the NW 1⁄4 of the SW 1⁄4 of Section 13, Township 35 South, Range 39 East,
St. Lucie County, Florida.