Pledge Agreement

Pledge Agreement

by Florida Gaming Corp
September 27th, 1996

                         PLEDGE AGREEMENT


    This Pledge Agreement (this "Agreement") is executed and
delivered this 12th day of September, 1996, by FLORIDA GAMING
CORPORATION, a Florida corporation ("the "Pledgor"), to and with
BANK OF OKLAHOMA, NATIONAL ASSOCIATION (the "Secured Party").

RECITALS:

    A.   Pledgor is indebted to Secured Party in the aggregate
sum of $6,000,000 as evidenced by that certain Negotiable
Promissory Installment Note executed by Pledgor under even date
herewith, due September 12, 1998 (called the Secured Note and
referred to in this Pledge Agreement as the "Note") .

    B.   Pursuant to that certain Loan Sale Agreement dated July
3, 1996 as amended by that certain Amendment of Loan Sale Agreement
dated under even date herewith (the "Loan Sale Agreement"), Pledgor
agreed to execute and deliver this Agreement to pledge the Collateral 
(referred to in the Loan Sale Agreement and in this Agreement as the 
WJA Collateral) to Secured Party as security for the Note.

    NOW THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:


                                I.
                   Security Interest and Pledge

1.1 Security Interest and Pledge.  Subject to the terms of this
    Agreement, Pledgor hereby pledges and grants to Secured Party
    a first priority security interest and lien in the WJA Notes
    and the WJA Collateral as such terms are defined in the Loan
    Sale Agreement (such property being hereinafter sometimes
    called the "Collateral"). Collateral as used herein includes
    all proceeds of Collateral.

1.2 Obligations.  The Collateral shall secure the obligations,
    liabilities and indebtedness of Pledgor to Secured Party
    pursuant to the Note and this Agreement.

1.3 Perfection of Security Interest.  Secured Party shall perfect
    the security interest hereby granted by keeping possession of
    the WJA Notes, the WJA Collateral, and the Assignments (as
    such terms are defined in the Loan Sale Agreement). 



                               II.
                  Representations and Warranties

    Pledgor represents and warrants to Secured Party that:

2.1 Title.  Pledgor owns, and with respect to Collateral acquired
    after the date hereof, Pledgor will own, legally and
    beneficially, the collateral free and clear of any lien,
    security interest, pledge, claim or other encumbrance or any
    right or option on the part of any third person to purchase
    or otherwise acquire the Collateral or any part thereof,
    except for the security interest granted hereunder.

2.2 Authority.  Pledgor has the authority to execute, deliver and
    perform this Agreement, and the execution, delivery and
    performance of this Agreement by Pledgor do not and will not
    conflict with, result in a breach of, or constitute a default
    under the provisions of any indenture, mortgage, deed of
    trust, security agreement, or other instrument or agreement
    or any judgment, decree, order, law, statute, or other
    governmental rule or regulation applicable to Pledgor or any
    of its property.


                               III.
                Affirmative and Negative Covenants

    Pledgor covenants and agrees with Secured Party that until
the Note is paid in full:

3.1 Encumbrances.  Pledgor shall not create, permit or suffer to
    exist, and shall defend the Collateral against, any lien,
    security interest or other encumbrance on the Collateral
    arising by, through, or under Pledgor except the pledge and
    security interest of Secured Party hereunder, and shall defend 
    Pledgor's rights in the Collateral and Secured Party's
    security interest in the Collateral against the claims of all
    persons and entities arising by, through, or under Pledgor.

3.2 Sale of Collateral.  Pledgor shall not sell, assign or
    otherwise dispose of the Collateral or any part thereof
    without the prior written consent of Secured Party; provided,
    however: 

    (a)  Pledgor may take all such actions as it deems
         reasonably necessary or appropriate to foreclose
         the WJA Collateral; and,

    (b)  Pledgor may by foreclosure or in an agreed
         transaction substitute a first mortgage lien on
         what is commonly referred to as the Ft. Pierce
         fronton for (i) 200,000 shares of FGC Common
         Stock and (ii) the FGC $1,000,000 note owed to
         WJA Realty, currently held by BOK as part of the
         WJA Collateral, subject to approval of the
         documentation by counsel to BOK (which shall not
         be unreasonably withheld or delayed).

3.3 Proceeds of Collateral.  All proceeds of Collateral shall be
    received, held, and paid in accordance with the following 
    provisions:

    (a)  So long as the Note is not in default, all cash
         payments received by the Pledgor or Secured
         Party in respect of the WJA Notes shall be for
         the account of Pledgor. If such a cash payment
         is received by the Secured Party while the Note
         is not in default, the Secured Party shall
         forthwith pay such cash payment over to the
         Pledgor.

    (b)  So long as the Note is in default, all cash
         payments received by the Pledgor or the Secured
         Party shall be for the account of the Secured
         Party and applied by the Secured Party to
         payment of the Note (whether such payment is
         less than or more than the amount necessary to
         cure the default). If such a cash payment is
         received by the Pledgor while the Note is in
         default, Pledgor agrees to accept the same as
         Secured Party's agent and to hold the same in
         trust for Secured Party, and to forthwith pay
         the entire amount of such cash payment over to
         Secured Party to be applied by Secured Party
         against the Note (whether such payment is less
         than or more than the amount necessary to cure
         the default).

    (c)  If Pledgor shall receive any payment of money or
         property in respect of the sale of any or all of
         the WJA Collateral to any person or entity
         unaffiliated with Pledgor (whether by
         foreclosure or otherwise), Pledgor shall accept
         such proceeds as Secured Party's agent and hold
         the same in trust for Secured Party to the
         extent of the Secured Party's interest therein,
         and  deliver the same forthwith to Secured Party
         in the exact form received with the appropriate
         endorsement or assignment of Pledgor, or to
         execute such further instruments agreements,
         filings, notices as may be required in the
         opinion of counsel to Secured Party to evidence
         such transfer to Secured Party and Secured Party
         shall apply such money and property to payment
         of the Note.

    (d)  If Pledgor or an affiliate of Pledgor shall
         acquire ownership of the Collateral (whether by
         foreclosure or otherwise), Pledgor shall, or
         shall cause such affiliate to, hold the same in
         trust for Secured Party, and deliver the same
         forthwith to Secured Party in the exact form
         received with the appropriate endorsement or
         assignment of Pledgor, or execute such further
         instruments agreements, filings, notices as may
         be required in the opinion of counsel to Secured
         Party to evidence the continuation of Secured
         Party's security interest and lien in such money
         and property, and Secured Party shall hold such
         money and property as Collateral for the Note,
         subject to the terms hereof.

    (e)  All sums of money and property paid and received
         in respect of the Collateral that are received
         by Pledgor shall, until paid or delivered to
         Secured Party in accordance with the foregoing
         provisions of this paragraph, be held by Pledgor
         in trust as additional security for the Note.


                               IV.
               Rights of Secured Party and Pledgor

4.1 Right to Realize Value of WJA Collateral.  So long as no
    Event of Default shall have occurred and be continuing,
    Pledgor shall be entitled to exercise any and all rights of
    the Secured Party in and to, or relating or pertaining to,
    the WJA Notes and the WJA Collateral or any part thereof. 
    Secured Party shall execute and deliver to Pledgor such
    further instruments, agreements, filings, and notices as may
    be reasonably required in the opinion of counsel to Secured
    Party to enable Pledgor to realize the value of the WJA
    Collateral. The foregoing to the contrary notwithstanding the
    Pledgor shall take no action which may adversely affect the
    first priority security interest or lien of the Secured Party
    in the Collateral and Secured Party shall not be obligated to
    deliver any such further instruments, agreements, filings, or
    notices if, in the opinion of counsel to Secured Party, the
    security interest or lien of Secured Party may be adversely
    affected thereby.

4.2 Secured Party's Duty of Care.  Other than the exercise of
    reasonable care in the physical custody of the Collateral
    while held by Secured Party hereunder, Secured Party shall
    have no responsibility for or obligation or duty with respect
    to all or any part of the Collateral or any matter or
    proceeding arising out of or relating thereto.

                                V.
                             Default

5.1 Events of Default.  Each of the following shall be deemed an
    "Event of Default":

    (a)  Any failure to make payment when due (including
         any grace period provided in the Note) of any
         amount due under the Note.

    (b)  Any representation or warranty made by Pledgor
         in this Agreement is false in any material
         respect on the date when made or deemed to have
         been made.

    (c)  Pledgor shall fail to perform, observe or comply
         with any covenant, agreement or term contained
         in this Agreement for a period of fifteen (15)
         days after Pledgor's receipt of written notice
         from Secured Party of non-performance.

    (d)  Pledgor shall commence a voluntary proceeding
         seeking liquidation, reorganization or other
         relief with respect to itself or its debts under
         any bankruptcy, insolvency or other similar law
         now or hereafter in effect or seeking the
         appointment of a trustee, receiver, liquidator,
         custodian, or other similar official for it or a
         substantial part of its property or shall
         consent to any such relief or to the appointment
         of or taking possession by any such official in
         an involuntary case or other proceeding
         commenced against it or shall make a general
         assignment for the benefit of creditors or shall
         generally fail to pay its debts as they become
         due or shall take any action to authorize any of
         the foregoing.

    (e)  An involuntary proceeding shall be commenced
         against Pledgor seeking liquidation,
         reorganization or other relief with respect to
         it or its debts under any bankruptcy, insolvency
         or other similar law now or hereafter in effect
         or seeking the appointment of a trustee,
         receiver, liquidator, custodian or other similar
         official for it or a substantial part of its
         property, and such involuntary proceeding shall
         remain undismissed and unstayed for a period of
         sixty (60) days.

5.2 Rights and Remedies Of Secured Party.  Upon the occurrence
    and continuance of an Event of Default, Secured Party shall
    have the following rights and remedies to the extent consistent 
    with applicable law:

    (a)  In addition to all other rights and remedies
         granted to Secured Party in this Agreement and
         in any other instrument (or agreement securing,
         evidencing, or relating to the Note), Secured
         Party shall have all of the rights and remedies
         of a secured party then existing or existing as
         of the date hereof under the Uniform Commercial
         Code as adopted by the State of Oklahoma. 
         Without limiting the generality of the
         foregoing, Secured Party may:

         (i)      Sell or otherwise dispose of the
                  Collateral, or any part thereof,
                  in one or more parcels at public
                  or private sale or sales, at
                  Secured Party's offices or
                  elsewhere, for cash, on credit or
                  for future delivery, and/or

         (ii)     Bid and become a purchaser at any
                  sale free of any right or equity
                  of redemption in Pledgor, which
                  right or equity is hereby
                  expressly waived and released by
                  Pledgor.

         Pledgor agrees that Secured Party shall not be
         obligated to give more than ten (10) days'
         written notice of the time and place of any
         public sale or of the time after which any
         private sale may take place and that such notice
         shall constitute reasonable notice of such
         matters.  Pledgor shall be liable for all
         reasonable attorneys' fees and other expenses
         incurred by Secured Party in connection with the
         enforcement of Secured Party's rights under this
         Agreement. Pledgor shall remain liable for any
         deficiency if the proceeds of any sale or
         disposition of the Collateral are insufficient
         to pay the Notes.  Pledgor hereby waives all
         rights of marshalling in respect of the
         Collateral.

    (b)  Secured Party may cause any or all of the
         Collateral held by it to be transferred into the
         name of Secured Party or the name or names of
         Secured Party's nominee or nominees.

    (c)  Secured Party shall he entitled to receive all
         cash payments in respect of the WJA Notes.

    (d)  Secured Party shall have the right, but shall
         not be obligated to, exercise or cause to be
         exercised all rights and powers of the holder of
         the WJA Notes and of the secured party in
         respect of the WJA Collateral, and Pledgor shall
         deliver to Secured Party, if requested by
         Secured Party, such instruments, agreements,
         filings, and notices as may be reasonably
         required in the opinion of counsel to Secured
         Party to enable Secured Party to realize the
         value of the WJA Notes and the WJA Collateral.

    (e)  Pledgor hereby acknowledges and confirms that
         Secured Party may be unable to effect a public
         sale of any or all of the Collateral by reason
         of certain prohibitions contained in the
         Securities Act of 1933, as amended, and
         applicable state securities laws and may be
         compelled to resort to one or more private sales
         thereof to a restricted group of purchasers who
         will be obligated to agree, among other things,
         to acquire any shares of the Collateral for
         their own respective accounts for investment and
         not with a view to distribution or resale
         thereof.  Pledgor further acknowledges and
         confirms that any such private sale may result
         in prices or other terms less favorable to the
         seller than if such sale were a public sale and,
         notwithstanding such circumstances, agrees that
         any such private sale shall be deemed to have
         been made in a commercially reasonable manner,
         and Secured Party shall be under no obligation
         to take any steps in order to permit the
         Collateral to be sold at a public sale.  Secured
         Party shall be under no obligation to delay a
         sale of any of the Collateral for any period of
         time necessary to permit any issuer thereof to
         register such Collateral for public sale under
         the Securities Act of 1933, as amended, or under
         applicable state securities laws.

    (f)  On any sale of the Collateral, Secured Party is
         hereby authorized to comply with any limitation
         or restriction with which compliance is
         necessary, in the view of Secured Party's
         counsel, in order to avoid any violation of
         applicable law or in order to obtain any
         required approval of the purchaser or purchasers
         by any applicable governmental authority.

5.3 Rights of Pledgor.  The Pledgor shall have all of the rights
    of a debtor arising under the Uniform Commercial Code as in
    effect in the State of Oklahoma as of the date hereof.

                                VI.
                          Miscellaneous

6.1 Miscellaneous Provisions.  The Miscellaneous Provisions of
    the Loan Sale Agreement are hereby by this reference
    incorporated herein and made a part hereof.

IN WITNESS WHEREOF, the Pledgor has duly executed this Agreement as
of the date first above written.

                                    "Pledgor"

                              FLORIDA GAMING CORPORATION


                              By /s/ W. B. Collett,        
                                 Chairman & C.E.O.
                                    "Secured Party"

                              BANK OF OKLAHOMA,
                                  NATIONAL ASSOCIATION

                              By /s/ Paul D. Mesmer
                                 Senior Vice President