CONSULTING AND NONCOMPETITION AGREEMENT
THIS AMENDMENT is made as of the 24th day of November, 1998 by Roger M. Wheeler, Jr., (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, WHEELER V. FLORIDA GAMING CENTERS, Case No. 98-05568 CA 25;
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 Seventy-five Thousand and No/100
($75,000), 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 additional consideration described
below, the Consultant agrees for a period of ten years from the date of this Amendment..."
(c) Paragraph 1(a)(1) and (2) are hereby deleted in their entirety and the following substituted in their stead:
(a) Pay to the Consultant a fee (the "Consulting Fee") as follows:
(1) Six thousand dollars ($6,000