Exhibit 3.2
NOTE
$249,026.00 Palm Beach County, Florida
FOR VALUE RECEIVED, FLORIDA GAMING CORPORATION OF DELAWARE, a Delaware
corporation, and FREEDOM FINANCIAL CORPORATION, and Indiana corporation, having their principal
address at ______________________ ("Maker"), promises to pay to the order of GRAHAM ROAD
HOLDING COMPANY, a Florida corporation, 2701 Okeechobee Boulevard, Suite 200, West Palm Beach,
Florida, 33409 ("Payee"), the principal sum of TWO HUNDRED FORTY NINE THOUSAND SIXTEEN and
00/100 DOLLARS ($249,016.00), in lawful money of the United States of America, or so much of that sum as
may be advanced under this Note, together with interest from February 12, 1998, at the rate of EIGHT
PERCENT (8%) per annum and on the terms set forth herein, as follows:
1. Maker shall pay the entire principal balance together with accrued interest on June 30, 1998 (the "Maturity
Date").
2. The principal and interest shall be payable at GRAHAM ROAD HOLDING COMPANY, 2701
Okeechobee Boulevard, Suite 200, West Palm Beach, Florida, or at such other place as Payee or holder, from
time to time, may designate in writing.
3. Maker shall have the privilege of prepaying this Note in full or in part without penalty, at any time.
4. Payment of this Note is secured by a Mortgage Deed dated November 3, 1994 from Florida Gaming
Corporation of Delaware to Graham Road Holding Company recorded in Official Records Book 92, Page
2308, of the Public Records of St. Lucie County, Florida (the "Mortgage"), as modified by Mortgage
Modification Agreement of even date herewith, together with the buildings and other improvements constructed
and to be constructed on such premises, more particularly described in the Mortgage (referred to as the
"Mortgaged Property").
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5. All of the agreements, conditions, covenants, provisions and stipulations contained in the Mortgage herewith
and between the parties hereto, which are to be kept and performed by Maker, are hereby made a part of this
Note to the same extent and wit