0001144204-06-012801 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • March 31st, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Indiana

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 31st day of October, 2005 by W. BENNETT COLLETT, an individual (the “Guarantor”), in favor of FREEDOM FINANCIAL CORPORATION, an Indiana corporation (the “Lender”).

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GUARANTY AGREEMENT
Guaranty Agreement • March 31st, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Indiana

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 31st day of October, 2005 by FLORIDA GAMING CORPORATION, a Delaware corporation (the “Guarantor”), in favor of FREEDOM FINANCIAL CORPORATION, an Indiana corporation (the “Lender”).

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 31st, 2006 • Florida Gaming Corp • Services-miscellaneous amusement & recreation • Indiana

THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made and entered into by and among FLORIDA GAMING CENTERS, INC., a Florida corporation (“FGCI”), CITY NATIONAL BANK OF FLORIDA, successor by merger to City National Bank of Miami, as Trustee under Trust Agreement dated January 3, 1979 and known as Trust No. 5003471 (“Trustee” and together with FGCI, the “Borrower”) and FREEDOM FINANCIAL CORPORATION, an Indiana corporation “Lender”).

THIRD AMENDED AND RESTATED NOTE
Florida Gaming Corp • March 31st, 2006 • Services-miscellaneous amusement & recreation

F0R VALUE RECEIVED, FLORIDA GAMING CENTERS, INC., a Florida Corporation (“FGCI”) and CITY NATIONAL BANK OF FLORIDA, successor by merger to City National Bank of Miami, as Trustee under Trust Agreement dated January 3, 1979, and known as Trust No. 5003471 (“Trust” and together with FGCI, the “Borrower”),promise to pay to the order of FREEDOM FINANCIAL CORPORATION, an Indiana 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 Two Million Four Hundred Dollars ($2,400,000)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 eight percent (8%) per annum(the “Stated Rate”). Interest shall be computed on the basis of a 360 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 October 31, 2008

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