Exhibit
2.03
PROMISSORY NOTE
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U.S.
$1,322,573.73
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May 1, 2009
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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 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 September 1, 2009 (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:
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(a)
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Each partial prepayment shall be in a minimum
principal amount of $100,000 and in integral multiples of
$50,000;
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(b)
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Borrower shall provide Lender with at least
fifteen (15) days prior written notice of any
prepayment;
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(c)
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Borrower shall pay to Lender all accrued and
unpaid interest through the date of such prepayment on the
principal balance being prepaid; and
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(d)
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Borrower shall pay to Lender any other
obligations of the Borrower to the Lender then due which remain
unpaid.
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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 avai
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