INTERNATIONAL THOROUGHBRED BREEDERS INC
EXHIBIT10.2-GUARANTY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit102.txt
<DESCRIPTION>EXHIBIT10.2-GUARANTY AGREEMENT
<TEXT>
                                                                    Exhibit 10.2

                                                           Loan No. 1201-P-01-01


                               GUARANTY AGREEMENT
                                 (MV ROYAL STAR)


     This  Guaranty   Agreement  (this   "Guaranty"),   made  by   INTERNATIONAL
THOROUGHBRED BREEDERS, INC., a Delaware corporation ("Guarantor"), whose address
for purposes hereof is 1105 North Market Street, Wilmington,  Delaware 19899, in
favor of CRUISE HOLDINGS IV, LLC, a Nevada limited liability company ("Lender"),
whose address for purposes hereof is 6280 Annie Oakley Drive, Las Vegas,  Nevada
89120-3910, is dated and shall be effective as of December 15, 2004.

                                 R E C I T A L S

     A. Lender has agreed to make to ROYAL STAR  ENTERTAINMENT,  LLC, a Delaware
limited liability company ("Borrower"), whose address for purposes hereof is One
East 11th  Street,  Suite  500,  Riviera  Beach,  Florida  33404,  a loan in the
original principal amount of US$2,850,000.00 (the "Loan").

     B. As security for the Loan,  Borrower has (i)  delivered,  as maker,  that
certain  Promissory  Note of even date herewith for the benefit of Lender in the
principal  amount of  US$2,850,000.00  ("Note") and (ii) granted,  as mortgagor,
that certain  Preferred  Mortgage of even date herewith  ("Mortgage") to and for
the benefit of Lender with  respect to that  certain  Maritime  Vessel named the
Royal Star (St.  Vincent and the  Grenadines  Official  Number 6695,  IMO Number
8409056)  ("Vessel")  and general  improvements  (the Note and the  Mortgage are
hereinafter collectively referred to as, the "Loan Documents").

     C. In  consideration of and as a condition and inducement to Lender to make
the Loan to Borrower and enter into the Loan Documents, Lender has required that
Guarantor  execute and deliver to Lender a guaranty of the Loan Documents in the
form of this Guaranty.

     D.  Capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Loan Documents,  and Guarantor  acknowledges  that it fully
understands  the terms,  provisions,  covenants,  conditions and  obligations of
Borrower under the Loan Documents.

     NOW,  THEREFORE,  incorporating  the above  Recitals by  reference,  and in
consideration  of, and as an  inducement  for,  the  execution  and  delivery to
Borrower  of the Loan  Documents  by  Lender,  and for other  good and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged and
agreed, Guarantor hereby agrees as follows:

     1. Obligations Guaranteed.

        1.1  Obligations.   Guarantor  hereby  absolutely  and   unconditionally
guarantees,  without deduction by reason of setoff, defenses or counterclaim, to
Lender and its legal representatives,  successors and assigns, and independently
assumes liability to Lender and its representatives, successors and, without any
requirement  whatsoever  of resort  by  Lender  to any  other  party for (i) the
payment of all principal and interest,  other charges,  premiums or fees and any
and all  other  payments,  costs  or  expenses  (including  but not  limited  to
indemnifications,  interest charges and attorneys'  fees),  however  designated,
required to be paid by Borrower  pursuant to the terms of the Loan  Documents so
long as any principal and interest remains  outstanding under the Note, and (ii)
the performance of each and every other term, provision,  covenant, condition or
obligation  of  Borrower  under the Loan  Documents  in  accordance  with  their
respective  terms  (collectively,  the payment and  performance  obligations set
forth in (i) and (ii) above are hereafter called the "Obligations").

        1.2 Default. Upon any default or breach by Borrower of any of its duties
or obligations  under the Loan Documents,  Lender may, but need not, at its sole
option, proceed directly against Guarantor,  without proceeding against Borrower
or any other  person (as used  herein,  the phrase "any other  person"  includes
without  limitation  any other  guarantor of the Loan  Documents)  or entity and
without  foreclosing  upon,  selling or otherwise  disposing of or collecting or
applying any collateral or other property, real or personal,  which Borrower may
have theretofore delivered to Lender as security for the payment and performance
of the  Obligations.  Guarantor  hereby  waives the right to  require  Lender to
proceed against  Borrower or any other person or entity,  or to pursue any other
remedy,  and Guarantor  further  waives the right to have any other  property of
Borrower or any other  person or entity  first  applied to the  discharge of any
rent or other obligations of Borrower under the Loan Documents.

     2. Nature of Guarantor's Liability; No Exoneration or Subrogation Until All
Obligations Fully Satisfied.

        2.1 Guaranty  Unconditional.  The guaranty by Guarantor  provided for in
this  Guaranty  is  an  absolute  and  unconditional  guaranty  of  payment  and
performance, and is not a guaranty of collection,  regardless of (i) the absence
of any action to enforce  the same by Lender,  or (ii)  Lender's  obtaining  any
judgment against Borrower or taking any action to enforce same. The liability of
Guarantor under this Guaranty is independent of the obligations which are hereby
guaranteed and of the liabilities of any other guarantors of the Obligations.

        2.2  Waiver  of   Formalities.   Guarantor   hereby   fully  waives  all
requirements, if any, of notice, demand for payment, diligence, filing of claims
with a court in the event of the  bankruptcy of Borrower,  and all other notices
of every kind or nature  (including  those of any action or inaction on the part
of Borrower or Lender or anyone else) in respect of the Obligations.

        2.3 Guarantor's Consent. Guarantor hereby consents to, and the liability
of Guarantor under this Guaranty shall in no way be affected by, the following:

           (a)  any  and  all   future   changes,   modifications,   amendments,
alterations,   renewals,  extensions  or  assignments  to  the  Loan  Documents,
including without limitation,  any increases,  reductions or cancellations which
may  hereafter  be made to,  of or under  the  Loan  Documents  or of any of the
Obligations (collectively, the "Modifications");

           (b) any and all alterations,  impairments,  suspensions, terminations
and expirations  (including,  without limitation,  all such as might result from
the  Modifications  or from any  action or  inaction  of the type  described  in
paragraph (c) below) of the remedies or rights of Lender against Borrower or any
other person in respect of any of the Obligations;

           (c) any and all action or inaction on the part of Lender  (including,
without limitation,  election of remedies, amendment,  substitution,  surrender,
release, forfeiture,  enforcement,  foreclosure and sale, under power of sale or
otherwise),  in its sole and unfettered  discretion,  in respect of any security
(or any part  thereof)  now held or  hereafter  acquired by Lender  securing the
performance of the Obligations; and

           (d) The foregoing consent by Guarantor is knowingly given even though
any rights or defenses  which  Guarantor  may otherwise  have,  by  subrogation,
reimbursement,  indemnification or otherwise, against Borrower, Lender or others
may be  diminished,  destroyed  or  otherwise  adversely  affected  by any  such
alteration,  action  or  inaction,  all to the end that  Guarantor  shall not be
exonerated,  released  or  discharged  from  its  absolute,   unconditional  and
independent   liability   hereunder  by  any  such   alteration,   Modification,
impairment, suspension, termination, expiration action or inaction.

        2.4 Further  Waivers.  Guarantor  waives any right  pursuant to any law,
rule,  arrangement  or  relationship  now or hereafter  existing,  to require or
compel  Lender to (a)  proceed  against  Borrower  or any other  guarantor;  (b)
proceed  against or exhaust any  security  for the  Obligations;  (c) pursue any
other remedy in Lender's  power  whatsoever;  and failure of Lender to do any of
the  foregoing  shall not  exonerate,  release or discharge  Guarantor  from its
absolute, unconditional and independent liability to Lender hereunder, or (d) in
the event that any property of Guarantor is or may be hypothecated with property
of Borrower as security  for any of the  Obligations,  to have such  property of
Borrower first applied to the discharge of such Obligations.

        2.5 Separate  Action.  Lender may bring and prosecute a separate  action
against Guarantor to enforce Guarantor's liability hereunder, whether or not any
action is  brought  against  Borrower  or any other  person  and  whether or not
Borrower or any other person is joined in such action or actions.  Nothing shall
prohibit  Lender from  exercising its rights against  Guarantor,  Borrower,  the
security,  if any, for the  Obligations,  and any other  person  simultaneously,
jointly  and/or  severally.  Guarantor  shall be bound by each and every ruling,
order and  judgment  obtained  by Lender  against  Borrower  in  respect  of the
obligations,  whether or not Guarantor is a party to the action or proceeding in
which such ruling, order or judgment is issued or rendered.

        2.6 No  Exoneration.  Guarantor  shall not be  discharged,  released  or
exonerated,  in any  way,  from  its  absolute,  unconditional  and  independent
liability hereunder, even though any rights or defenses which Guarantor may have
against  Borrower,  Lender or others may be  destroyed,  diminished or otherwise
affected by any of the following:

     a)  Any  declaration  by  Lender  of a  default  in  respect  of any of the
Obligations.

     b) The exercise by Lender of any rights or remedies against Borrower or any
other person.

     c) The  failure  of Lender to  exercise  any  rights  or  remedies  against
Borrower or any other person.

     d) The sale or  enforcement  of,  or  realization  upon  (through  judicial
foreclosure,  seizure, power of sale or any other means) any security for any of
the  Obligations,  even though (i)  recourse may not  thereafter  be had against
Borrower for any  deficiency  or (ii) Lender  fails to pursue any such  recourse
which  might  otherwise  be  available,  whether by way of  deficiency  judgment
following judicial foreclosure or otherwise.

        2.7 No  Subrogation.  Until all the  Obligations  have been performed in
full, Guarantor shall have no right to subrogation, and Guarantor waives (a) any
right pursuant to any law, rule,  arrangement or  relationship  now or hereafter
existing,  or  otherwise,  to  enforce  any remedy  which  Lender now has or may
hereafter  have  against  Borrower  and (b) any  benefit  of,  and any  right to
participate in, any security now or hereafter held by Lender.

        2.8 No  Discharge.  Guarantor  shall  not  be  discharged,  released  or
exonerated,  in any  way,  from  its  absolute,  unconditional  and  independent
liability hereunder by the voluntary or involuntary participation by Borrower in
any settlement or composition for the benefit of Borrower's creditors, either in
liquidation, readjustment, receivership, bankruptcy or otherwise.

        2.9 Bankruptcy. Guarantor understands and acknowledges that by virtue of
this Guaranty,  it has specifically assumed any and all risks of a bankruptcy or
reorganization  case or proceeding  with respect to Borrower.  As an example and
not by way of limitation, a subsequent modification of the Loan Documents in any
reorganization  case  concerning  Borrower  shall not affect the  obligation  of
Guarantor to discharge the  Obligations in accordance with the original terms of
the Loan Documents.

        2.10 Separate Actions Against Separate Guarantors.  Lender may bring and
prosecute a separate action against separate,  individual  Guarantors to enforce
any one or more Guarantors'  liability  hereunder,  whether or not any action is
brought against Borrower, any other Guarantor or any other person and whether or
not  Borrower,  other  Guarantor or any other person is joined in such action or
actions.  Nothing shall prohibit  Lender from  exercising its rights against any
separate Guarantors,  Borrower,  the security, if any, for the Obligations,  and
any other person simultaneously,  jointly and/or severally. Each Guarantor shall
be bound by each and every ruling, order and judgment obtained by Lender against
Borrower or other Guarantor in respect of the  obligations,  whether or not such
Guarantor is a party to the action or proceeding in which such ruling,  order or
judgment is issued or rendered.

     3. Subordination of Guarantor's Claims. Any indebtedness of Borrower now or
hereafter held by Guarantor is hereby subordinated to the Obligations;  and such
indebtedness of Borrower to Guarantor,  if any material default occurs under any
of the Obligations  and Lender so requests from and after the material  default,
shall be collected, enforced and received by Guarantor as trustee for Lender and
be paid over to Lender on account of the  Obligations  but  without  reducing or
affecting in any manner the absolute, unconditional and independent liability of
Guarantor under this Guaranty.

     4. Costs of Enforcement. Guarantor shall reimburse Lender for all costs and
expenses,  including,  without  limitation,  all attorneys'  fees whether or not
legal  action  be  instituted,  incurred  or paid by Lender  in  enforcing  this
Guaranty.

     5.  Benefit.  This Guaranty may be assigned or  transferred  in whole or in
part by Lender in  connection  with,  and the  benefit  of this  Guaranty  shall
automatically  pass with, a transfer or  assignment  of the Note,  other than at
foreclosure or otherwise as a result of the exercise of any right or remedy,  to
any  subsequent  owner  thereof,  if the assignee or  transferee  is a permitted
assignee  under the Loan  Documents.  All  references  to Lender herein shall be
deemed to include any successors or assignees or any  subsequent  holders of the
Note or any of them.  This  Guaranty  is also made for the benefit of any person
claiming by, through or under Lender.

     6.  Notices.  All  notices  and other  communications,  demands or payments
required or permitted under this Guaranty shall be in writing, served personally
on, or mailed by certified or registered  United States mail to, the party to be
charged with receipt thereof. Notices and other communications given by personal
service shall be deemed given upon receipt and if served by mail shall be deemed
given  hereunder  seventy-two  (72)  hours  after  deposit  of  such  notice  or
communication  in a United  States post office as certified or  registered  mail
with  postage  prepaid  and duly  addressed  to the party to whom such notice or
communication  is to be given,  to the applicable  address set forth above.  Any
party may change its  address for  purposes  of this  Section 6 by giving to the
party intended to be bound thereby,  in the manner  provided  hereon,  a written
notice of such change.

     7.  Successors.  All of the terms and  provisions of this Guaranty shall be
binding upon, and inure to the benefit of, and be enforceable by, the respective
heirs, representatives, successors and assigns of the parties hereto, whether so
expressed or not.  Nothing  contained in this Guaranty shall be deemed to in any
way alter or modify the terms and conditions of the Loan Documents.

     8. Entire  Agreement.  This  Guaranty  embodies  the entire  agreement  and
understanding between the parties hereto and supersedes all prior agreements and
understandings related to the subject matter hereof.

     9. Headings. The headings in this Guaranty are for the purpose of reference
only and shall not limit or otherwise affect the terms or provision hereof.

     10. Changes,  Waivers, Etc. Neither this Guaranty not any term or provision
thereof may be changed, waived, discharged or terminated except by an instrument
in writing  executed  by the party  against  which  enforcement  of the  change,
waiver, discharge or termination is sought.

     11.  Disclosure.  Guarantor  assumes  full  responsibility  for  being  and
remaining  informed  of the  financial  condition  of  Borrower  and  all  other
circumstances  bearing upon the risk of nonpayment or  nonperformance  of any of
the  Obligations,  and  Lender  shall  have  no  duty  to  advise  Guarantor  of
information known to Lender regarding such condition or any such circumstances.

     12.  Governing Law. The  substantive  and  procedural  laws of the State of
Nevada shall govern the validity, construction,  interpretation, performance and
enforcement  of this  Guaranty and the parties agree to  jurisdiction  in Nevada
without reference to its conflict of laws provisions  regardless of the location
of the Vessel.  The parties also hereby agree that any action and/or  proceeding
in  connection  with this  Guaranty  shall only be brought in the venue of Clark
County, Nevada.

                         [SIGNATURES ON FOLLOWING PAGE]


<PAGE>



     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of
the day and year first above written.


     "GUARANTOR"


     INTERNATIONAL THOROUGHBRED BREEDERS, INC., a Delaware corporation


     By:  s/Francis W. Murray
          ----------------------------
     Name:Francis W. Murray, President
          ----------------------------
     Its: ----------------------------



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