CONSULTING AND NONCOMPETITION AGREEMENT
THIS AMENDMENT is made as of the 24th day of November, 1998 by Richard Donovan, (the "Consultant")
and Florida Gaming Centers, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Consultant and the Company executed a Consulting and Noncompetition Agreement dated
December 31, 1996 (the "Agreement").
WHEREAS, a dispute has arisen regarding the Agreement and a lawsuit has been filed in the Eleventh Judicial
Circuit in and for Miami-Dade County,
Florida, DONOVAN V. FLORIDA GAMING CENTERS, Case No. 98-05324 CA(11);
WHEREAS, the Consultant and the Company desire to modify and amend the Agreement as provided herein to
resolve the lawsuit;
NOW, THEREFORE, for $10.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties do hereby agree as follows:
1. DEFINED TERMS. All capitalized terms used in this Amendment, unless otherwise defined herein, shall have
the meanings set forth in the Agreement.
2. MODIFICATION AGREEMENT. The Agreement is hereby modified and amended as follows:
(a) Upon execution hereof, the Company shall pay Consultant the sum of Eighty-four Thousand and No/100
($84,000), which represents past due consulting fees due under the terms of the Agreement and the pre-payment
of the revised consulting fees referenced in subsection (b) below for the months of November and December,
(b) The first three lines of Paragraph 1 of the Agreement are hereby amended in their entirety to read as follows:
"In consideration of the Company's purchase of the Assets from Seller and the payment by the Company to the
Consultant of $10,000 per month for each of the ninety-six months following the date hereof, the Consultant
agrees for a period of eight years from the date..." The Company shall make such payments to the Consultant on
the last day of each calendar month, commencing January 31, 1998 and ending with the last installme