THIRD AMENDED AND RESTATED NOTE

            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 (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:

                        Commencing on the twentieth (20 ^th ) day of November, 2005 and continuing on the twentieth (20 ^th ) day of each month thereafter until the Maturity Date, Borrower shall make monthly payments of principal and interest to Lender as necessary to repay the then outstanding principal balance at the Stated Rate (with interest payable in arrears) amortized on a level term basis over a twenty-five (25) year term commencing on the date hereof. If not sooner paid, the outstanding principal amount of the loan evidenced hereby and all interest accrued and unpaid thereon, shall be due and payable on the Maturity Date.

                        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.

            Reference is hereby made to those certain Loan Documents executed between Borrower and CIB Bank dated as of October 31, 2001, as modified by a First Modification of Loan Documents by and among Borrower, CIB Bank, Florida Gaming Corporation, a Delaware corporation (“FGC”), and W. Bennett Collett, an individual, (“Collett”) dated as of October 31, 2004; a Second Modification of Loan Documents dated as of January 31, 2005 by and among Borrower, First Bank as successor by merger to CIB Bank, FGC, and Collett; and a Third Modification of Loan Documents