INTERNATIONAL THOROUGHBRED BREEDERS INC
EXHIBIT 10.2 GUARANTY AGREEMENT EMPRESS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh2.txt
<DESCRIPTION>EXHIBIT 10.2 GUARANTY AGREEMENT EMPRESS
<TEXT>
                                                                    Exhibit 10.2

                                                     Transaction No. 1192-L01-01


                               GUARANTY AGREEMENT
                               (EMPRESS II VESSEL)


     This  Guaranty  Agreement  (this  "Guaranty"),  made by ITG VEGAS,  INC., a
Nevada corporation  ("ITG"),  whose address for purposes hereof is One East 11th
Street, Suite 500, Riviera Beach, Florida 33404, ITG PALM BEACH, LLC, a Delaware
limited  liability company  ("ITGPB"),  whose address for purposes hereof is One
East 11th Street,  Suite 500, Riviera Beach,  Florida 33404,  and  INTERNATIONAL
THOROUGHBRED  BREEDERS,  INC., a Delaware corporation ("ITB"), whose address for
purposes hereof is 1105 North Market Street,  Wilmington,  Delaware 19899, (ITG,
ITGPB and ITB are  hereinafter  individually  and  collectively  referred to as,
"Guarantor"),  in favor of CRUISE  HOLDINGS II, LLC, a Nevada limited  liability
company ("Lessor"),  whose address for purposes hereof is 6171 McLeod Drive, Las
Vegas, Nevada 89120-4048, is dated and shall be effective as of July 6, 2004.

                                 R E C I T A L S

     A. Lessor and PALM BEACH  EMPRESS,  INC., a Delaware  corporation  ("PBE"),
whose address for purposes  hereof is One East 11th Street,  Suite 500,  Riviera
Beach, Florida 33404 are parties to that certain Assignment of Purchase and Sale
Contract  ("Contract")  of even date  herewith;  and Lessor,  PBE and PALM BEACH
MARITIME  CORPORATION,  formerly named MJQ CORPORATION,  a Delaware  corporation
("MJQ"),  whose address for purposes hereof is One East 11th Street,  Suite 500,
Riviera Beach, Florida 33404, jointly and severally (PBE and MJQ are hereinafter
collectively  referred to as, the "Lessee") are parties to that certain Bareboat
Charter  ("Charter")  of even  date  herewith  and  that  certain  Master  Lease
Agreement  ("Master Lease Agreement") of even date herewith,  as supplemented by
any Lease  Schedules  as set forth  therein (the Master Lease and any current or
subsequently  executed Lease Schedules are hereinafter  collectively referred to
as the "Lease") (the Contract,  Charter and Lease are  hereinafter  collectively
referred  to  as,  the  "Lease   Documents"),   wherein  Lessor   purchases  and
subsequently  leases to Lessee and Lessee  sells and  subsequently  leases  from
Lessor that certain Maritime Vessel named the Empress II (United States Official
Number 998517) and general  improvements as further  described in the Lease (the
"Vessel").

     B. In consideration of and as a condition and inducement to Lessor to enter
into the Lease Documents with Lessee, Lessor has required that Guarantor execute
and  deliver to Lessor a  guaranty  of the Lease  Documents  in the form of this
Guaranty.

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

     NOW,  THEREFORE,  incorporating  the above  Recitals by  reference,  and in
consideration of, and as an inducement for, the execution and delivery to Lessee
of the Lease Documents by Lessor, 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
Lessor and its legal representatives,  successors and assigns, and independently
assumes liability to Lessor and its representatives, successors and, without any
requirement  whatsoever  of resort  by  Lessor  to any  other  party for (i) the
payment of all Basic Rent and  Additional  Charges (as defined in the Lease) 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 Lessee  pursuant  to the  terms of the  Lease  Documents
during the entire Term of the Lease,  and (ii) the performance of each and every
other term,  provision,  covenant,  condition or  obligation of Lessee under the
Lease 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").

<PAGE>

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

     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 Lessor,  or (ii)  Lessor's  obtaining  any
judgment  against  Lessee 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 Lessee,  and all other notices of
every kind or nature  (including  those of any action or inaction on the part of
Lessee or Lessor 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, assignments, subleases, charters, subcharters
to or of the Lease Documents or the Vessel,  including without  limitation,  any
increases, reductions, releases or cancellations which may hereafter be made to,
of or under the Lease 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 Lessor  against
Lessee or any other person or entity in respect of any of the Obligations; and

               (c)  any  and all  action  or  inaction  on the  part  of  Lessor
(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 Lessor securing
the performance of the Obligations or with respect to any other remedy.

               (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 Lessee, Lessor
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 Lessor to (a) proceed against Lessee or any other guarantor;  (b) proceed
against or exhaust any security for the Obligations; (c) pursue any other remedy
in Lessor's power  whatsoever;  and failure of Lessor to do any of the foregoing
shall  not  exonerate,   release  or  discharge  Guarantor  from  its  absolute,
unconditional and independent liability to Lessor hereunder, or (d) in the event
that any

                                       2
<PAGE>

property  of  Guarantor  is or may be  hypothecated  with  property of Lessee as
security for any of the Obligations,  have such property of Lessee first applied
to the discharge of such Obligations.

          2.5 Separate Action.  Lessor may bring and prosecute a separate action
against Guarantor to enforce Guarantor's liability hereunder, whether or not any
action is brought  against  Lessee or any other  person or entity and whether or
not Lessee or such other  person or entity is joined in such  action or actions.
Nothing shall prohibit  Lessor from  exercising  its rights  against  Guarantor,
Lessee,  the  security,  if any,  for the  Obligations,  and any other person or
entity  simultaneously,  jointly and/or  severally.  Guarantor shall be bound by
each and every ruling,  order and judgment  obtained by Lessor against Lessee 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  Lessee,  Lessor or others may be  destroyed,  diminished  or  otherwise
affected by any of the following:

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

               b) The  exercise  by Lessor of any  rights  or  remedies  against
Lessee or any other person or entity.

               c) The  failure  of Lessor to  exercise  any  rights or  remedies
against Lessee or any other person or entity.

               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  Lessee  for any  deficiency  or (ii)  Lessor  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  Lessor now has or may
hereafter  have  against  Lessee  and (b) any  benefit  of,  and  any  right  to
participate in, any security now or hereafter held by Lessor.

          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 Lessee in
any settlement or composition for the benefit of Lessee'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 Lessee. As an example and
not by way of limitation,  a subsequent  modification  of the Lease Documents in
any  reorganization  case  concerning  Lessee shall not affect the obligation of
Guarantor to  discharge  the  Obligations  in  accordance  herewith and with the
original terms of the Lease Documents.

          2.10 Separate  Actions Against Separate  Guarantors.  Lessor 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  Lessee,  any other  Guarantor or any other person or
entity and whether or not Lessee,  any other  Guarantor  or any other  person or
entity is joined in such action or actions.  Nothing shall prohibit  Lessor from
exercising its rights against any separate Guarantors,  Lessee, the security, if
any, for the Obligations, and any other person or entity simultaneously, jointly
and/or severally.  Each Guarantor shall be bound by each and every ruling, order
and judgment obtained by Lessor against Lessee or any 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
<PAGE>

          2.11 No Marshalling; Reinstatement. Guarantor consents and agrees that
neither  Lessor nor any person or entity acting for or on behalf of Lessor shall
be under any  obligation to marshall any assets in favor of Guarantor or against
or in payment of any or all of the Obligations.  Guarantor  further agrees that,
to the  extent  that  Lessee  or any other  guarantor  of all or any part of the
Obligations  makes a payment or  payments  to  Lessor,  or Lessor  receives  any
proceeds of any security granted in respect of the Obligations, which payment or
payments  or any part  thereof  are  subsequently  invalidated,  declared  to be
fraudulent or preferential, set aside and/or required to be repaid to any person
or entity,  Guarantor,  such other  guarantor or any other person or entity,  or
their respective  estates,  trustees,  receivers or any other party,  including,
without  limitation,  the Guarantor,  under any bankruptcy law, state or federal
law,  common law or  equitable  cause,  then,  to the extent of such  payment or
repayment,  the part of the Obligations that had been paid, reduced or satisfied
by such amount shall be reinstated  and continued in full force and effect as of
the time immediately preceding such initial payment, reduction or satisfaction.

     3.  Covenants  of ITG and  ITGPB.  Neither  ITG,  ITGPB  nor  any of  their
respective subsidiaries shall:

          3.1 Directly or indirectly, by operation of law or otherwise, or merge
with,  consolidate  with, or otherwise  combine with,  any sole  proprietorship,
partnership,  joint venture, trust,  unincorporated  organization,  association,
corporation,  limited liability company, institution, public benefit corporation
or other entity (any of the foregoing, a "Person");

          3.2  Create,  incur,  assume or permit to exist any  Indebtedness  (as
defined  below) other than (i)  Indebtedness  existing on the date hereof,  (ii)
Indebtedness  incurred  pursuant to the Lease, the Charter,  that certain Master
Lease Agreement  (Empress II and Palm Beach Princess Gaming Equipment)  ("Master
Equipment  Lease")  of even date  herewith  between  PDS Gaming  Corporation,  a
Minnesota  corporation,  and ITG,  that certain  Bareboat  Charter and Option to
Purchase  ("Princess  Charter") of even date herewith  among Cruise  Holdings I,
LLC, a Nevada limited  liability company ("Cruise I"), MJQ and PBE, that certain
Master Lease Agreement (Palm Beach Princess Vessel) ("Princess Master Lease") of
even date  herewith  among Cruise I, MJQ and PBE, as  supplemented  by any lease
schedules  set  forth  therein  and/or  for the sole  purposes  of  maintaining,
expanding  or enhancing  ITG's and its  affiliates'  business of  operating  the
Vessel and that certain  Maritime  Vessel named the Palm Beach Princess  (Panama
Patente  Number  :  8402937)  (the   "Operations")   (collectively,   "Permitted
Indebtedness")  or (iii)  Indebtedness  incurred by a subsidiary or affiliate of
ITG or ITGPB for the purpose of acquiring,  maintaining,  expanding or enhancing
any business;

          3.3  Create,   incur,   assume  or  permit  to  exist  any  obligation
guaranteeing any Indebtedness, lease, dividend, or other obligation of any other
Person in any manner (except for indorsement of items and instruments in process
of  collection),  other  than the  guaranties  existing  on the date  hereof  or
delivered in connection with the Lease  Documents,  the Master  Equipment Lease,
the  Princess  Charter  and/or the  Princess  Master  Lease,  and other than the
guaranties of Permitted Indebtedness;

          3.4 Amend,  restate,  supplement  or  otherwise  modify  that  certain
Maritime  Office  Complex Lease and Operating  Agreement,  dated April 26, 2002,
between the Port of Palm Beach  District and ITG,  and that certain  Amended and
Restated  Tax Sharing  Agreement,  to be entered into as of July 1, 2004 by ITB,
ITG and ITGPB,  among others,  or any other agreement,  instrument,  document or
obligation  that is material to the  operation  of the business of any of ITG or
ITGPB, which amendment, restatement, supplement or other modification materially
adversely affects the rights held thereunder as of the date hereof by ITG or any
of its affiliates;

          3.5 Make any Restricted  Payment (as defined  below),  in violation of
Lease  Documents,  the Master  Equipment  Lease, the Princess Charter and/or the
Princess Master Lease;

          3.6 Make any change in accounting practices or policies applied in the
preparation of the financial  statements delivered by ITG as of the date of this
Guaranty, except as required by GAAP; and

          3.7  Reject or avoid  any of ITG's or  ITGPB's  obligations  under the
Lease Documents or that certain  Bareboat Charter and Option to Purchase of even
date herewith between Lessee and ITG in the event of the bankruptcy, liquidation
or reorganization of Lessee or ITG or ITGPB.

                                       4
<PAGE>

     For purposes of this Guaranty,  "Indebtedness"  means (i) all  indebtedness
for borrowed  money,  (ii) that portion of  obligations  with respect to capital
leases  which is  properly  classified  as a  liability  on a  balance  sheet in
conformity  with GAAP,  (iii)  notes  payable and drafts  accepted  representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation  owed for all or any part of the deferred  purchase price of
assets,  real or personal  property or services  which purchase price is (a) due
more  than six (6)  months  from the date of  incurrence  of the  obligation  in
respect thereof, or (b) evidenced by a note or similar written  instrument,  and
(v) all indebtedness  secured by any lien on any property or asset owned or held
by ITG or  ITGPB  or  any  of  their  subsidiaries  regardless  of  whether  the
indebtedness  secured  thereby  shall  have been  assumed  by such  Person or is
nonrecourse to the credit of such Person.

     For  purposes  of  this  Guaranty,   "Restricted  Payment"  means  (a)  the
declaration  or payment of any dividend or the  incurrence  of any  liability to
make any other payment or  distribution  of cash or other  property or assets in
respect of (i) any equity securities of ITG, ITGPB or any of their  subsidiaries
or (ii) any debt securities of ITG, ITGPB or any of their  subsidiaries that are
held by any affiliate of ITG, ITGPB or any of their subsidiaries  (collectively,
the  "Securities"),  (b) any  payment on account  of the  purchase,  redemption,
defeasance,  sinking fund or other  retirement  of the  Securities  or any other
payment or distribution made in respect thereof,  either directly or indirectly,
(c) any payment or  prepayment of principal  of,  premium,  if any, or interest,
fees or other charges on or with respect to the Securities,  and any redemption,
purchase,  retirement,  defeasance,  sinking fund or similar  payment in respect
thereof; (d) any payment made to redeem,  purchase,  repurchase or retire, or to
obtain the surrender of, any  outstanding  warrants,  options or other rights to
acquire the Securities now or hereafter outstanding;  (e) any payment of a claim
for the rescission of the purchase or sale of, or for material  damages  arising
from the  purchase  or sale of, any shares of the  Securities  or of a claim for
reimbursement,  indemnification or contribution arising out of or related to any
such claim for damages or rescission;  (f) any payment, loan,  contribution,  or
other  transfer of funds or other  property to any  stockholder of ITG, ITGPB or
any of their  subsidiaries  other than payment of  compensation  in the ordinary
course to stockholders  who are employees of ITG, ITGPB or any such  subsidiary;
and (g) any payment of  management  fees or  corporate  or overhead  charges (or
other fees of a similar  nature) by ITG, ITGPB or any of their  subsidiaries  to
any  stockholders  of ITG, ITGPB or such subsidiary or any affiliate of any such
stockholder.

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

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

     6.  Benefit.  This Guaranty may be assigned or  transferred  in whole or in
part by Lessor in  connection  with,  and the  benefit  of this  Guaranty  shall
automatically  pass with,  a transfer or  assignment  of the  Equipment  (or any
portion  thereof),  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 Section 17 of the Master
Lease. All references to Lessor herein shall be deemed to include any successors
or assignees or any subsequent  owners of the Equipment (or any portion thereof)
or any of them.  This  Guaranty  is also made for the  benefit  of any person or
entity claiming by, through or under Lessor,  including  without  limitation PDS
Funding 2004-A, LLC.

     7.  Books  and  Records;  Account  Information.  ITG and ITGPB  shall  keep
adequate  books and records  with respect to its  business  activities  in which
proper entries,  reflecting all financial  transactions,  are made in accordance
with GAAP and on a basis consistent with the financial  statements  delivered by
ITG and its  affiliates  as of the date of this  Guaranty.  On Wednesday of each
week,  ITG or ITGPB shall  provide  Lessor a statement  regarding  its operating
account (ITG operating account number  2000011165039 and ITGPB operating account
number  2000022044013),  which statement shall include the account balance as of
the Friday of the  preceding  week and a list of deposits  to and  disbursements
from such account during such week.

                                       5
<PAGE>

     8.  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.

     9.  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 Lease Documents.

     10.  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.

     11.  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.

     12. 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.

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

     14.  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]

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<PAGE>



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


     "GUARANTOR"

     ITG VEGAS, INC., a Nevada corporation

     By:/S/Francis W. Murray
     Name: Francis W. Murray
     Its:  President



     INTERNATIONAL THOROUGHBRED BREEDERS, INC., a Delaware corporation

     By:/S/Francis W. Murray
     Name: Francis W. Murray
     Its:  President


     ITG PALM BEACH, LLC, a Delaware limited liability company

     By:   ITG Vegas Inc, Sole Member
     By:/s/Francis W. Murray
     Its:  President

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</DOCUMENT>
