AMENDMENT TO MASTER SETTLEMENT AGREEMENT



                     DATED EFFECTIVE AS OF OCTOBER 15, 2003




                                 MJQ CORPORATION

                                 ITG VEGAS, INC.

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.

               INTERNATIONAL THOROUGHBRED GAMING DEVELOPMENT, INC.

                                FRANCIS W. MURRAY

                                FRANCIS X. MURRAY



                                       AND



                                DONALD F. CONWAY
                          AS CHAPTER 11 TRUSTEE FOR THE
                     BANKRUPTCY ESTATE OF ROBERT E. BRENNAN

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                    AMENDMENT TO MASTER SETTLEMENT AGREEMENT



     THIS AMENDMENT TO MASTER SETTLEMENT  AGREEMENT (this  "Agreement") dated as
of October 15, 2003,  is made and entered into by and among MJQ  CORPORATION,  a
Delaware  corporation  ("MJQ"),  ITG  VEGAS,  INC.,  a  Nevada  corporation  and
successor  by merger to Palm Beach  Princess,  Inc.  ("ITG";  and  collectively,
together with MJQ, the "Debtors"),  INTERNATIONAL THOROUGHBRED BREEDERS, INC., a
Delaware  corporation  ("ITB"),  INTERNATIONAL  THOROUGHBRED GAMING DEVELOPMENT,
INC.,  a New Jersey  corporation  ("ITGD"),  FRANCIS W.  MURRAY,  an  individual
("FWM"),  FRANCIS X. MURRAY,  an individual  ("FXM"),  and DONALD F. CONWAY,  as
Chapter  11  Trustee  for the  Bankruptcy  Estate  of  Robert  E.  Brennan  (the
"Trustee").

                                    RECITALS

         WHEREAS, the Debtors, ITG, FWM and the Trustee,  together with a number
of other persons,  are parties to that certain Master Settlement Agreement dated
as of February 28,  2002,  and  effective  April 30, 2001,  as  supplemented  by
Supplement No. 1 to Master  Settlement  Agreement  dated  September 10, 2002 and
Supplement  No. 2 to Master  Settlement  Agreement  dated  October 30, 2002 (the
"Master  Settlement  Agreement"),  pursuant  to  which  and  certain  Settlement
Documents (as defined in the Master Settlement  Agreement) the parties agreed to
resolve certain matters between themselves as provided therein;

         WHEREAS, The Palm Beach Princess, f/k/a The Viking Princess, Patente of
Navigation No. 14348-84-84-D, Radio Call Signal 3FNQ2, is an ocean-faring casino
cruise ship,  registered in Panama (the  "Ship"),  owned by MJQ, and operated by
ITG from Port of Palm Beach, Florida;

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         WHEREAS,  the Trustee is the holder of a certain  Promissory Note dated
as of May 13, 1999 in the principal amount of $12,000,000 made by MJQ (the "Ship
Note") and a certain Indenture of Second Naval Mortgage also dated as of May 13,
1999, encumbering the Ship, made by MJQ to secure its obligations under the Note
(the "Ship Mortgage";  and collectively,  together with the Ship Note, the "Ship
Obligations");

         WHEREAS,  pursuant  to the Master  Settlement  Agreement  and a certain
Purchase and Sale Agreement (as defined in the Master Settlement Agreement),  as
amended,  ITG agreed to  purchase  the Ship  Obligations  from the Trustee for a
total purchase price of $13,750,000,  $9,750,000 of which was due and payable on
January 6, 2003 as a balloon payment (the "Balloon Payment");

         WHEREAS,  ITG was unable to pay the  Balloon  Payment to the Trustee as
and when  due,  and on  January  3,  2003,  ITG and MJQ each  filed a  voluntary
petition for relief under Chapter 11 (the "Chapter 11 Cases") of Title 11 of the
United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the Southern District of Florida (the "Bankruptcy Court");

         WHEREAS,  the Trustee is the holder of 3,746,805 shares of common stock
of ITB (the "ITB Shares");

        WHEREAS,  pursuant  to the Master  Settlement  Agreement  and a certain
Stock Purchase  Agreement (as defined in the Master  Settlement  Agreement),  as
amended,  ITB agreed to repurchase the ITB Shares from the Trustee for the price
of $.50 per  share,  plus  interest,  and in  payment  for the ITB  Shares,  ITB
delivered to the Trustee a certain  Promissory  Note dated  December 13, 2002 in
the original principal amount of $1,648,402.50 (the "Stock Note"),  secured by a
certain Pledge and Security  Agreement also dated December 13, 2002 (as amended,
the "ITB Security Agreement");

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         WHEREAS,  ITB has  defaulted in its  obligations  under the Stock Note;

         WHEREAS,  ITGD  is a  wholly-owned  subsidiary  of  ITB  and  the  sole
         stockholder of ITG,
and FWM is the sole stockholder of MJQ;

         WHEREAS,  the parties hereto have engaged in negotiations in good faith
with the objective of reaching an agreement  with regard to the Debtors' plan of
reorganization in the Chapter 11 Cases (the "Plan") and the restructure of ITB's
obligations pursuant to the Stock Note;

         WHEREAS,  as a result of such  negotiations,  the  parties  hereto have
agreed to restructure  the  respective  outstanding  payment  obligations of the
Debtors and ITB pursuant to the Master  Settlement  Agreement,  the Purchase and
Sale Agreement,  the Stock Purchase Agreement and the Stock Note  (collectively,
the "Payment Obligations"), and to amend certain of their respective obligations
and  agreements  as  contained  in  the  Master  Settlement  Agreement  and  the
Settlement  Documents  (the  Master  Settlement  Agreement  and  the  Settlement
Documents,  together with all  instruments,  agreements  and documents  executed
and/or  delivered in  connection  therewith or pursuant  thereto,  including the
Foreclosure Documents,  as identified on Schedule A annexed hereto, are referred
to  herein  collectively  as the  "Existing  Agreements"),  effective  upon  the
Effective Date (as defined below); and

         WHEREAS,  FXM has agreed to deliver to the Trustee, and the Trustee has
agreed to accept, pursuant to the terms of this Agreement,  the guaranty of FXM,
and in consideration therefor, the Trustee has agreed to release the guaranty of
Michael J. Quigley, a party to the Master Settlement Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are

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hereby acknowledged,  the parties hereto agree as follows subject to Section 9.1
of this Agreement:

         1. DEFINED TERMS; INTERPRETATION.

            1.1  Definitions  Incorporated by Reference.  All capitalized  terms
used herein and not defined  herein shall have the meanings  ascribed to them in
the Master Settlement Agreement.

            1.2 Amended  Definitions.  The  definition  of "Related  Assets" set
forth in the Master  Settlement  Agreement  is hereby  amended in the  following
respects:

               (i)  In  the  penultimate  line  of  the  last  paragraph  of the
definitions  (found on page 9 of the Master Settlement  Agreement) the following
words are hereby deleted:

                  "all bank  accounts  and  certificates  of  deposit of PBP and
                  MJQ;"

               (ii) The period at the end of clause (j) is deleted and  replaced
with a semi-colon,  the word "and" is inserted after the semi-colon and there is
hereby added a new clause (k) to read as follows:

                  "all cash,  deposit  accounts,  certificates  of  deposit  and
                  investment accounts of ITG and MJQ,"

            1.3  Definitions.  The  following  capitalized  terms  used  in this
Agreement  shall  have the  meaning  set forth  below or in the  section  of the
Agreement referenced below.

            "Additional Capital Expenditure Reserve" shall mean an amount funded
in accordance with Section 5.4(c) of this Agreement and maintained by ITG in the
Operating Account as a reserve for Capital Expenditures.

            "Affiliate"  shall mean (a) with  respect  to a Person,  a spouse of
such Person, any relative (by blood, adoption or marriage) of such Person within
the third degree,  any director,  officer or employee of such Person,  any other
Person of which such first Person is a partner,

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member,  director,  officer  or  employee,  and any  other  Person  directly  or
indirectly  controlling or controlled by or under common control with such first
Person. For purposes of this definition "control"  (including,  with correlative
meanings,  the terms  "controlled by" and "under common control with"),  as used
with respect to any Person,  means the  possession,  direct or indirect,  of the
power to direct,  or cause the direction of, the management and policies of such
Person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.  Without limiting the generality of the foregoing, any Person who has
the direct or indirect beneficial ownership of more than twenty percent (20%) of
the voting  securities or voting equity of another  Person shall be deemed to be
an  Affiliate  of such  other  Person;  and (b) with  respect  to  either of the
Debtors,  in addition  to any Person  described  in clause (a) above,  the other
Debtor and each of ITB, ITGD, FWM, FXM,  Michael J. Quigley,  O.C.  Realty,  GMO
Travel and Leo Equity,  whether or not any of them  otherwise fit the definition
of an Affiliate pursuant to clause (a) above.

            "Agreement"   has  the   meaning   ascribed  to  such  term  in  the
introductory paragraph of this Agreement.

            "Allowable Capital  Expenditures" shall have the meaning ascribed to
such term in Section 5.2 of this Agreement.

            "Allowed  Unsecured  Claims" shall have the meaning ascribed to such
term in Section 6.1 of this Agreement.

            "Amendment to Stock Option Agreement" shall mean the Amendment No. 1
to the Stock Option  Agreement  dated  February  28, 2002 in form and  substance
satisfactory to the Trustee, to be executed and delivered by the Trustee and ITB
concurrently with the execution of this Agreement.

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            "Annual Budget" shall mean, for any ITG Accounting Year, the
annual budget in reasonable  detail prepared by ITG and as may be revised as set
forth in Section 5.1 of this Agreement.

            "Annual Sweep Payment" shall have the meaning  ascribed to such term
in Section 3.5.2 of this Agreement.

            "Applicable Law" means,  with respect to any Person,  all provisions
of constitutions,  laws, statutes,  ordinances,  rules,  treaties,  regulations,
permits,   licenses,   approvals,   interpretations   and  orders  of  court  or
Governmental   Authorities  and  all  orders  of  arbitrators  with  appropriate
jurisdiction  (by  contract  or  otherwise),  and  decrees  of  all  courts  and
arbitrators in proceedings or actions to which the Person is a party or by which
it (or any of its property) is bound.

            "Balloon  Payment"  shall have the meaning  ascribed in such term in
the Recitals to this Agreement.

            "Bankruptcy  Code" shall have the  meaning  ascribed to such term in
the Recitals to this Agreement.

            "Bankruptcy  Court" shall have the meaning  ascribed to such term in
the Recitals to this Agreement.

            "Bareboat  Charter"  shall  mean  the  Bareboat  Charter  Agreement,
effective  as of April 30, 2001,  between MJQ, as owner and lessor,  and ITG, as
charterer and lessee.

            "Bareboat  Charter Fee" shall mean the fee, in the maximum aggregate
amount of $50,000 per month, payable to MJQ pursuant to the Bareboat Charter.

            "Base  Interest"  shall have the  meaning  ascribed  to such term in
Section 3.4 of this Agreement.

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            "Business Day" shall mean any day on which commercial banks are open
for the transaction of business in the State of Florida.

            "Capital  Expenditures"  shall mean expenditures for the purchase of
assets  of  long-term  use which are or  should  be (in  accordance  with  GAAP)
capitalized.

            "Capital  Plan"  shall  have the  meaning  ascribed  to such term in
Section  5.1(b) to this  Agreement.  "Chapter  11 Cases"  shall have the meaning
ascribed to such term in the Recitals to this Agreement.

            "Cash on  Board"  shall  mean  cash  kept on  board  the Ship in the
approximate   amount  of  $700,000  in  the  ordinary  course  of  ITG's  gaming
operations.

            "Closing  Documents"  shall  mean  all  documents,  instruments  and
agreements to be executed and  delivered in connection  with or pursuant to this
Agreement by the parties hereto,  including without limitation,  Deed in Lieu of
Foreclosure,  Leasehold  Mortgage,  the  Security  Agreement,  the  ITGD  Pledge
Agreement, the Murray Pledge Agreement, the Stock Put Agreement, the Amended and
Restated Escrow Agreement,  the Control  Agreements,  the FXM Guaranty,  the FWM
Guaranty and the Subordination Agreement.

            "Collection  Costs" shall have the meaning  ascribed to such term in
Section 13.11.

            "Confirmation Order" shall have the meaning ascribed to such term in
Section 9.1 of this Agreement.

            "Control  Agreement" shall mean that certain  agreement  between the
Trustee,  ITG and Wachovia  Bank,  N.A.  entered into on or prior to the date of
this  Agreement to secure all Accounts set forth in Schedule 5.3 annexed  hereto
and that certain agreement between the

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Trustee,  MJQ and Wachovia  Bank,  N.A.  entered into on or prior to the date of
this Agreement to secure all Accounts of MJQ.

            "Creditor  Account"  shall mean the  Distribution  Escrow Account as
defined in the Plan.

            "Current  Ratio"  shall mean,  for any period,  the ratio of current
assets  to  current  liabilities,  as  determined  in  accordance  with GAAP and
adjusted to (a) exclude prior to any Event of Default current liabilities to the
Trustee not yet due, and after an Event of Default any  accelerated  liabilities
due to the  Trustee,  (b) exclude  indebtedness  and  liabilities  of ITG to its
Affiliates (other than liabilities in respect of Permitted  Affiliate  Payments)
which are subordinated in payment and priority to the Secured Obligations in the
manner  provided  in the  Plan,  as  incorporated  in  this  Agreement  and  the
Subordination Agreement and (c) include Creditor Account.

            "Debtors"  shall  have  the  meaning  ascribed  to such  term in the
introductory paragraph of this Agreement.

            "Deed in Lieu"  shall  have the  meaning  ascribed  to such  term in
Section 8.1.1. of this Agreement.

            "Default"  shall mean any event which,  with the giving of notice or
passage of time, or both, would constitute an Event of Default.

            "Default  Interest" shall have the meaning  ascribed to such term in
Section 13.3 of this Agreement.

            "Disclosure  Statement" shall mean the Debtor's  Amended  Disclosure
Statement in Support of Amended  Joint Chapter 11 Plan of  Reorganization  dated
July 10, 2003 to which the Plan is Exhibit A.

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            "Disputed  Claims  Reserve" shall have the meaning  ascribed to such
term in Section 6.1 of this Agreement.

            "Disputed  Unsecured Claims" shall have the meaning ascribed to such
term in Section 6.1 of this Agreement.

            "Effective Date" shall mean October 15, 2003.

            "Environmental  Laws"  shall mean all  Applicable  Laws  relating to
public  health and safety or the  pollution or  protection  of the  environment,
including,  without  limitation,   Applicable  Laws  relating  to  the  release,
discharge,  emission,  spill,  leaching,  or disposal of Hazardous Substances to
air, water or land, or to the withdrawal or use of ground water,  or to the use,
handling, disposal, treatment, storage or management of Hazardous Substances.

            "ERISA" shall mean the Employee  Retirement  Income  Security Act of
1974,  as  amended  from  time to time,  and any rules  and  regulations  issued
thereunder.

            "Escrow  Agent"  shall mean the law firm of  Drinker  Biddle & Reath
LLP, as appointed pursuant to the Escrow Agreement.

            "Escrow Agreement" shall mean that certain Escrow Agreement dated as
of February 28, 2002 among the Trustee,  MJQ, FWM, ITB, the other parties to the
Master Settlement Agreement and the Escrow Agent, as amended from time to time.

            "Event of Default" shall mean any of the events specified in Section
12 and Section 13.7 of this Agreement,  provided that any requirement for notice
or lapse of time has been satisfied.

            "Excluded  Assets"  shall have the meaning  ascribed to such term in
Section 8.1.2 of this Agreement.

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            "Existing  Agreements"  shall have the meaning ascribed to such term
in the Recitals to this Agreement as they may have been  heretofore  modified or
may now be modified  pursuant to the Amended and  Restated  Escrow  Agreement or
this Agreement.

            "Final Maturity Date" shall mean the third  anniversary  date of the
Effective Date of this Agreement.

            "Forbearance  Fee" shall have the  meaning  ascribed to such term in
Section 4.1 of this Agreement.

            "Foreclosure  Documents" shall mean the documents and agreements set
forth on Schedule 3(b)(i) to the Master  Settlement  Agreement as such documents
and agreements  may be replaced or revised  pursuant to the Amended and Restated
Escrow Agreement.

            "Free  Cash  Flow"  shall  mean,  with  respect  to ITG  for any ITG
Accounting Year beginning with the ITG Accounting  Year commencing  December 29,
2003,  the net income (or net loss) after State of Florida taxes of ITG for such
ITG Accounting  Years as determined in accordance with GAAP,  plus  depreciation
and  amortization  expense and any other non-cash charges to net income for such
period,  less each of the following items (to the extent not already deducted in
calculating  net income) for such period:  (a) payments of principal,  interest,
Forbearance  Fees, and Stay Bonus made hereunder,  including Sweep Payments,  if
any,  applied thereto in any such ITG Accounting  Year, (b)  pre-petition  debts
paid in  accordance  with the Plan  after  December  28,  2003 to  creditors  or
claimants other than the Trustee, excluding debts paid from the Creditor Account
from  payments  made before  December 29, 2003,  (c)  deposits,  if any, made to
replenish  the  Operating  Reserve,   (d)  Allowable  Capital  Expenditures  and
Necessary  Capital Payments to the extent actually  incurred,  (e) deposits,  if
any, made to the Additional  Capital  Expenditure  Reserve,  and (f) Tax Sharing
Payments actually made to ITB.

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            "FWM"  shall  have  the  meaning   ascribed  to  such  term  in  the
introductory paragraph of this Agreement.

            "FWM Replacement  Guaranty" shall mean the guaranty agreement in the
form mutually satisfactory to FWM and the Trustee as more particularly described
in Section 5.9 of this Agreement.

            "FXM"  shall  have  the  meaning   ascribed  to  such  term  in  the
introductory paragraph of this Agreement.

            "FXM  Guaranty"  shall  mean  the  guaranty  agreement  in the  form
mutually  satisfactory to FXM and the Trustee as more particularly  described in
Section 5.9.

            "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and  pronouncements  of the Accounting  Principles  Board of the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements of the Financial  Accounting Standards Board or such other entity
as may be approved by a significant segment of the accounting profession,  as in
effect on the date of this  Agreement,  applied on a basis  consistent  with the
application  of the  same  in  prior  fiscal  periods.  In the  event  that  any
accounting  change  of  the  Financial   Accounting  Standards  Board  shall  be
promulgated  resulting  in a change in the method of  calculation  of  financial
covenants,  financial  standards  or  other  terms in this  Agreement,  then the
Debtors and the Trustee agree to enter into  negotiations in order to amend such
provisions of this Agreement so as to equitably reflect such accounting  changes
to the effect that the criteria for evaluating the Debtors' financial  condition
shall be the same after such accounting  changes as if such  accounting  changes
had not been made. Until such time as such an amendment shall have been executed
and delivered by the Debtors and the Trustee, all

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financial covenants, financial standards and other terms in this Agreement shall
continue to be  calculated  or construed as if such  accounting  changes had not
occurred.

            "General  Unsecured  Creditors"  shall  mean the  holders of Allowed
Class 3A and 3B Unsecured Claims as defined in the Plan.

            "GMO Travel" shall mean GMO Travel, Inc., a Florida corporation.

            "Governmental  Authority" shall mean any nation,  province, state or
political  subdivision  thereof,  and any  government  or any Person  exercising
executive, legislative,  regulatory or administrative functions of or pertaining
to government,  including,  without limitation, any agency, corporation or other
entity owned or controlled,  through stock or capital ownership or otherwise, by
any of the foregoing.

            "Gross  Revenues"  shall  mean any and all gross cash  proceeds  and
receipts  received  by or on  behalf  of ITG  from  all  sources  whatsoever  in
connection  with the  operation,  management  or  other  use of the Ship and the
Related Assets, computed in accordance with GAAP.

            "Hazardous   Substances"   shall   mean  any  and  all   pollutants,
contaminants,  toxic or hazardous wastes or any other substances that might pose
a hazard to health or  safety,  the  removal  of which may be  required,  or the
generation,  manufacture,  refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage or filtration of which may be restricted, prohibited or penalized, by an
Environmental Law (including, without limitation,  petroleum products, asbestos,
urea formaldehyde foam insulation and  polychlorinated  biphenyls and substances
defined as Hazardous Substances under any Environmental Law).

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            "Indebtedness"  shall  mean,  with  respect to any  Person  (without
duplication):  (a) all indebtedness  for borrowed money of such Person;  (b) all
obligations of such Person for the deferred  purchase price of capital assets or
other property or services  (excluding trade and other payables  incurred in the
ordinary course of business);  (c) all  obligations of such Person  evidenced by
notes, bonds,  debentures or other instruments;  (d) all indebtedness created or
arising  under any  conditional  sale or other title  retention  agreement  with
respect to property acquired by such Person (even though the rights and remedies
of the seller  and  lender  under  such  agreement  in the event of default  are
limited to  repossession  or sale of such  property)  and all other  obligations
secured by a Lien on the  property  or assets of such  Person;  (e) all  capital
lease obligations of such Person; (f) all obligations,  contingent or otherwise,
of such Person under acceptances,  letters of credit or similar facilities;  (g)
all obligations of such Person to purchase,  redeem, retire or otherwise acquire
for value any capital stock of such Person or any warrants, rights or options to
acquire such capital stock,  which  obligations  shall be valued, in the case of
redeemable  preferred  stock,  at the greater of its  voluntary  or  involuntary
liquidation  preference  plus accrued and unpaid  dividends  and, in the case of
other  such  obligations,  at the  amount  that,  in light of all the  facts and
circumstances  existing at the time of determination,  is reasonably expected to
be payable;  (h) all  guarantees  of such Person;  (i) all  Synthetic  Leases or
similar off- balance  sheet  obligations  of such Person;  (j) all  Indebtedness
referred to in clauses (a) through (i) above  secured by (or which the holder of
such Indebtedness has an existing right,  contingent or otherwise, to be secured
by) any Lien on property (including,  without limitation,  accounts and contract
rights) owned by such Person,  even though such Person has not assumed or become
liable  for the  payment  of such  Indebtedness;  and (k) all  unfunded  pension
liabilities.

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            "Indemnified  Claims"  shall mean all personal  injury claims which,
save for the payment of any applicable deductible, are expected to be ultimately
indemnified through applicable  insurance policies maintained by the Debtors for
liability  insurance,  including,  without  limitation  those claims of Class 3C
Creditors as defined in the Plan.

            "Indemnified Persons" shall mean the Trustee, his agents, employees,
representatives,   attorneys,   accountants,   independent  consultants,   other
professionals, and any successors and assigns thereof.

            "ITB"  shall  have  the  meaning   ascribed  to  such  term  in  the
introductory paragraph of this Agreement.

            "ITB  Security  Agreement"  shall have the meaning  ascribed to such
term in the Recitals to this Agreement.

            "ITB  Shares"  shall have the  meaning  ascribed to such term in the
Recitals to this Agreement.

            "ITG"  shall  have  the  meaning   ascribed  to  such  term  in  the
introductory paragraph of this Agreement.

            "ITG  Accounting  Year"  shall  mean the  annual  accounting  period
utilized by ITG consisting of 52 or 53 weeks starting in December of each year.

            "ITGD"  shall  have  the  meaning  ascribed  to  such  term  in  the
introductory paragraph of this Agreement.

            "Leasehold  Mortgage" shall mean the mortgage and security agreement
covering all right,  title and interest of ITG in and to the Port Lease, in form
appropriate  for  recording or  registering  with the  appropriate  Governmental
Authority,  to be  executed  and  delivered  to the  Trustee  pursuant  to  this
Agreement.

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<PAGE>

            "LEO  Equity"  shall  mean  LEO  Equity   Group,   Inc.,  a  Florida
corporation.

            "Lien" shall mean any mortgage,  lien, pledge,  assignment,  charge,
security interest,  title retention  agreement,  separate  beneficial  interest,
levy, execution,  seizure, attachment or garnishment in respect of any property,
whether created by statute,  contract,  common law or otherwise,  and whether or
not choate, vested or perfected.

            "Liquidation  Event"  shall  mean  the  termination  of the  Orderly
Liquidation  Period  without all Defaults or Events of Default having been cured
as provided in Section 13.6 of this Agreement or the occurrence and continuation
of an Event of Default at any time after the  termination of an earlier  Orderly
Liquidation Period.

            "Master  Settlement  Agreement"  shall have the meaning  ascribed to
such term in the Recitals to this Agreement.

            "Material Adverse Change" shall mean (a) any material adverse change
in the  business,  condition  (financial  or  otherwise),  assets,  liabilities,
results of  operations,  properties,  or business  prospects of ITG, and (b) any
material  adverse  change  with  respect to the  binding  nature,  validity,  or
enforceability of this Agreement or any Closing Document or Settlement Document,
or with  respect to the  ability  of the  Obligated  Parties  to  perform  their
obligations  under  this  Agreement,  whether  resulting  from any  single  act,
omission,  situation or event or taken together with other such acts, omissions,
situations or events.

            "Material  Agreements"  shall have the meaning ascribed to such term
in Section 10.15 of this Agreement.

            "MJQ"  shall  have  the  meaning   ascribed  to  such  term  in  the
introductory paragraph to this Agreement.

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<PAGE>

            "MJQ  Advances"  shall  have the  meaning  ascribed  to such term in
Section 5.6 of this Agreement.

            "Monitoring  Fee" shall have the  meaning  ascribed  to such term in
Section 4.2 of this Agreement.

            "Monthly  Payment"  shall have the meaning  ascribed to such term in
Section 3.5.1 of this Agreement.

            "Necessary   Capital   Payments"   shall  mean  the   payments   and
expenditures  described  in  clauses  (A),  (B) and (C) of  Section  5.5 of this
Agreement.

            "Obligated Parties" shall mean, collectively, jointly and severally,
ITG, MJQ and ITB.

            "O. C.  Realty"  shall  mean O. C.  Realty  LLC,  a Florida  limited
liability company.  "Orderly Liquidation Period" shall have the meaning ascribed
to such term in Section 13.5 of this Agreement.

            "Operating Account" shall mean Account No. 2000011165039, maintained
by ITG at Wachovia Bank, N.A.

            "Operating  Reserve" shall mean an amount not to exceed  $500,000 in
the  aggregate  at any time,  maintained  by ITG in the  Operating  Account as a
reserve for working capital needs.

            "Payment  Deferral  Reserve" shall have the meaning ascribed to such
term in Section 3.7 of this Agreement.

            "Permitted Affiliate Payments" shall mean (a) payments to GMO Travel
in respect of goods or services  provided after January 3, 2003 by GMO Travel to
ITG in the  ordinary  course of business  and on terms no less  favorable to ITG
than those generally available

                                       16
<PAGE>

from independent  third parties,  (b) all salary,  bonus and benefits payable to
FXM in accordance with his existing employment agreement,  and increases in such
salary not to exceed 5% per year,  and the bonus  payable to FXM for  (fiscal or
calendar  year) 2002 in the amount of $88,750,  and (c) the  regular  monthly or
bi-weekly payroll payment by ITG to MJQ.

            "Permitted  Liens"  shall have the meaning  ascribed to such term in
Section 11.2 of this Agreement.

            "Payment  Obligations"  shall have the meaning ascribed to such term
in the Recitals to this Agreement.

            "Person" shall mean an individual,  corporation,  limited  liability
company,  association,  partnership,  business,  joint venture,  trust,  estate,
unincorporated  organization,  government or any agency or political subdivision
thereof, or any other entity.

            "Plan" shall have the meaning  ascribed to such term in the Recitals
to this Agreement.

            "Port  Lease"  shall  mean the  Maritime  Office  Complex  Lease and
Operating  Agreement dated April 24, 2002, as amended,  between the Port of Palm
Beach District, as landlord, and ITG, as tenant.

            "Purchase and Sale  Agreement"  shall have meaning  ascribed to such
term in the Recitals to this Agreement.

            "Restricted  Payment Period" shall have the meaning ascribed to such
term in Section 5.5 of this Agreement.

            "Restricted  Payments" shall mean any and all of the payments and/or
expenditures  described  in Section 5.4 of this  Agreement  excluding  Necessary
Capital Payments.

                                       17
<PAGE>

            "Secured   Obligations"  shall  mean,   collectively,   the  Payment
Obligations,  all accrued and unpaid interest  thereon (both before and after an
Event  of  Default),  and  (without  duplication)  all fees  (including  without
limitation,  the Forbearance Fee, Monitoring Fees and the Stay Bonuses), expense
reimbursements  (including,  without limitation,  Collection Costs), indemnities
and all other  amounts  accrued  and  payable to the  Trustee  pursuant  to this
Agreement.

            "Security Agreement" shall mean one or more security agreements,  in
form and substance  satisfactory to the Trustee, to be executed and delivered by
the Debtors pursuant to the terms of this Agreement.

            "Settlement  Documents" shall have the meaning ascribed to such term
in the  Recitals  to this  Agreement  as they may be  modified  pursuant  to the
Amended and Restated Escrow Agreement or this Agreement.

            "Ship" shall have the meaning  ascribed to such term in the Recitals
to this Agreement.

            "Ship Mortgage" shall have the meaning  ascribed to such term in the
Recitals to this Agreement.

            "Ship  Note"  shall have the  meaning  ascribed  to such term in the
Recitals to this Agreement.

            "Ship  Obligations"  shall have the meaning ascribed to such term in
the Recitals to this Agreement.

            "Stay  Bonuses"  shall  have the  meaning  ascribed  to such term in
Section 4.3 of this Agreement.

                                       18
<PAGE>

            "Stock  Note"  shall have the  meaning  ascribed in such term in the
Recitals to this Agreement.

            "Stock Pledge Agreement" shall mean, collectively,  the stock pledge
agreements,  in form and substance  satisfactory to the Trustee,  to be executed
and  delivered  by ITGD and FWM,  respectively,  pursuant  to the  terms of this
Agreement.

            "Subordination Agreement" shall mean the subordination agreement, in
the form  mutually  satisfactory  among the  parties  and,  to be  executed  and
delivered by the Debtors,  ITB,  ITGD, FWM and FXM pursuant to the terms of this
Agreement, under which the debts and liabilities of ITG to its Affiliates (other
than for or in respect of Permitted  Affiliate  Payments)  are  subordinated  in
payment and priority to the Secured Obligations.

            "Synthetic  Lease" shall mean an  off-balance  sheet  financing of a
capital asset or project where the borrower is treated as the owner of the asset
or project for tax purposes but not for book accounting purposes.

            "Tax Sharing Fee" shall mean the fee, in a maximum aggregate monthly
amount not to exceed  $100,000,  payable by ITG to ITB pursuant to a certain Tax
Sharing Agreement dated as of July 1, 2003, among ITB and its subsidiaries.

            "Uniform  Commercial Code" shall mean the Uniform Commercial Code as
in effect in the State of New Jersey, including as amended from time to time.

            1.4 Accounting Terms. All accounting terms not specifically  defined
herein shall be construed in accordance with GAAP.

            1.5 Number; Gender. Unless the context otherwise requires, any words
used in the plural shall  include the  singular,  and vice versa,  and any words
used in the masculine form shall also include the feminine and neuter forms, and
vice versa.

                                       19
<PAGE>

            1.6 Recitals. The Recitals to this Agreement are incorporated herein
by reference.

         2. EXISTING AGREEMENTS.

            2.1 Existing Agreements  Ratified.  The Debtors,  FWM and ITB hereby
ratify and confirm their  obligations  under the Existing  Agreements as amended
and  supplemented  by this  Agreement,  and acknowledge and agree that except as
provided in this  Agreement or replaced and revised  pursuant to the Amended and
Restated Escrow Agreement, the Existing Agreements constitute their legal, valid
and binding obligations,  enforceable in accordance with their respective terms,
and continue in full force and effect, unmodified; provided that in the event of
a conflict  between the terms and  provisions of any of the Existing  Agreements
and this Agreement, the terms and provisions of this Agreement shall control and
further provided,  however,  that the Existing Agreements and this Agreement are
subject to the terms of the Plan as  confirmed.  The Plan,  this  Agreement  and
Existing  Agreements  shall be construed to the greatest  extent  possible to be
consistent with each other.

         3. PAYMENT OBLIGATIONS.

            3.1  Amount.  As of the date  hereof,  the  aggregate  amount of the
Payment  Obligations (which amount shall be deemed to be the principal amount of
the Payment Obligations) consists of the sum of the following:

                  (a)      $9,750,000, being the Balloon Payment;

                  (b)      (i) $1,511,035.70, being the unpaid principal balance
                           of the Stock Note, plus

                                       20
<PAGE>

                           (ii) $15,488.12,  being interest thereo from December
                           13, 2002 until and  including  January 23, 2003 at an
                           annual rate of 9%, and

                           (iii) $121,890.21 being interest thereon from January
                           24, 2003 until and including  the  Effective  Date of
                           this Agreement at an annual rate of 11%; and

                  (c)      $225,000,  being  the  consideration  payable  to the
                           Trustee  for  his   agreement   to  sell  to  ITB  an
                           additional  450,000 ITB Shares pursuant to Section 28
                           of the Stock Purchase Agreement as amended.

            3.2 Joint and Several  Obligations.  The  Obligated  Parties  hereby
agree  to pay  the  Secured  Obligations  to the  Trustee  as  provided  in this
Agreement and each  acknowledge and agree that  notwithstanding  anything to the
contrary contained in any of the Existing  Agreements,  the Secured  Obligations
are the joint and several  obligations and liabilities of the Obligated Parties,
and are  justly  due and owing to the  Trustee,  without  any  offsets,  claims,
counterclaims or defenses.

            3.3 Final  Maturity Date.  Notwithstanding  any term or provision of
this Agreement to the contrary, the Secured Obligations, if or to the extent not
sooner paid, are due and payable in full on the Final Maturity Date.

            3.4 Base  Interest.  The  unpaid  principal  amount  of the  Payment
Obligations shall bear interest, from the Effective Date of this Agreement until
the  earlier  of (a)  payment in full and (b) the  commencement  (if any) of the
Orderly  Liquidation  Period,  at  an  annual  rate  of  twelve  percent  (12%),
calculated on the basis of a 360-day year ("Base Interest").

                                       21
<PAGE>

            3.5 Payment Installments.  The Payment Obligations and Base Interest
thereon are payable in the following installments:

               3.5.1  On  the  first  Business  Day  of  each  calendar   month,
commencing  with the  first  such  date  after the  Effective  Date,  the sum of
$400,000 (each, a "Monthly  Payment"),  to be applied,  first, to the payment of
accrued  and unpaid  Base  Interest,  and  thereafter,  to the unpaid  principal
portion of the Payment Obligations;  provided,  however,  that in the event of a
refinancing  and  prepayment of the Payment  Obligations as described in Section
8.3,  the  Monthly  Payment  shall be reduced to a monthly  amount  equal to the
greater of (a)  $100,000  and (b) the monthly  amount  necessary to amortize the
unpaid principal amount of the Payment Obligations in equal monthly installments
by the Final Maturity Date.

               3.5.2  On or  prior  to  March  31,  2005,  and on each  March 31
thereafter until payment in full of the Payment Obligations,  an amount equal to
75% of the Free Cash Flow of ITG for the preceding ITG Accounting Year (each, an
"Annual Sweep  Payment"),  beginning with the ITG  Accounting  Year which begins
December 29, 2003,  to be applied,  first,  to the payment of accrued and unpaid
interest  on the  Payment  Obligations,  second,  to the  payment  of the unpaid
principal amount of the Payment Obligations,  and thereafter,  to the payment of
any other  Secured  Obligations  in such order and manner as the  Trustee  shall
determine.

                  (a)  Each  Annual  Sweep  Payment  shall be  accompanied  by a
calculation,  in reasonable  detail,  of Free Cash Flow for the  applicable  ITG
Accounting  Year,  certified  as true  and  correct  by the  President  or Chief
Financial  Officer  of ITG.  In the  event of any  dispute  between  ITG and the
Trustee with respect to the  calculation  of Free Cash Flow,  the parties  shall
engage, at ITG's expense,  an independent  certified public accountant  mutually
acceptable to the Trustee and ITG to perform the calculation.

                                       22
<PAGE>

                  (b) After  payment in full to the  Trustee of an Annual  Sweep
Payment for any ITG Accounting  Year,  and assuming that (i) the  calculation of
Free Cash Flow in  connection  with such Annual Sweep Payment is not in dispute,
(ii) no Restricted  Payment Period is in effect, and (iii) no uncured Default or
Event of Default  exists  under this  Agreement,  ITG may  expend,  transfer  or
otherwise  dispose of the 25% balance of Free Cash Flow for such ITG  Accounting
Year in its sole discretion.

            3.6  Prepayments.  At any  time and  from  time to  time,  Obligated
Parties,  each in their sole  discretion,  may prepay all or any  portion of the
principal amount of the Payment  Obligations upon the concurrent  payment of all
accrued and unpaid  interest on such  portion of the Payment  Obligations  being
prepaid.

            3.7 Payment  Deferral  Reserve.  Notwithstanding  the  provision  of
Section 3.5.1, in the event that the Obligated  Parties fail to make any Monthly
Payment  in whole or in part,  such  failure  shall  not  constitute  a  Default
hereunder  if (a) the  Trustee  receives  at least  one (1)  Business  Day prior
written notice advising the Trustee of a payment deferral for such month, (b) no
Restricted  Payments have or will be made in any such month for which a deferral
is available and utilized,  and (c) the aggregate amount of all Monthly Payments
deferred  and unpaid at the time of such  notice  does not exceed the sum of (i)
$800,000, (ii) all prepayments of the Payment Obligations,  and (iii) all Annual
Sweep  Payments  (such sum being  referred  to herein as the  "Payment  Deferral
Reserve"); provided; however, that the Payment Deferral Reserve shall not exceed
$800,000  in the  aggregate  in the 34th month  after the  Effective  Date,  and
$400,000 in the aggregate in the 35th month after the Effective Date.

                                       23
<PAGE>

         4. TRUSTEE  FEES.  The  Obligated  Parties shall pay to the Trustee the
following  fees and  payments,  in the amounts and at the times set forth below,
none of which shall be applied to reduce the outstanding principal of or accrued
interest on the Payment Obligations:

            4.1 Forbearance  Fee. A forbearance  fee in the aggregate  amount of
$350,000 (the "Forbearance Fee") shall be due and payable as follows:

                  (a) $100,000 on the Effective Date; and

                  (b)  $250,000,  without  interest,  on the earliest of (i) the
date on which the Payment  Obligations are paid in full, (ii) the Final Maturity
Date,  and (iii) the date on which ITG has received in the  aggregate the sum of
at least $250,000 with respect to the pre-petition  loan/receivable  owed to ITG
by O.C.  Realty in the  outstanding  principal  amount as of the date  hereof of
$2,021,176.90, whether in full or partial payment thereof, or as the proceeds of
the sale,  assignment  or other  disposition  thereof,  or as the  proceeds of a
financing secured in whole or in part thereby;

            4.2  Monitoring  Fee.  A monthly  fee in the  amount of $5,000  plus
reimbursement of the fees and expenses  incurred after the Effective Date by the
Trustee's  accounting firm of Mercadien,  P.C. (f/k/a Druker,  Rahl and Fein) in
connection  with  the  Trustee's  oversight  of the  operations  of the  Debtors
(collectively,  the  "Monitoring  Fee")  shall  accrue  during  the term of this
Agreement and shall be payable monthly, in arrears, on the first Business Day of
each  calendar  month after the  Effective  Date;  provided,  however,  that the
Monitoring  Fee shall not exceed at any time the sum of  $12,500  per month on a
cumulative  basis since the Effective  Date except as provided in Section 13.5.6
of this Agreement; and

            4.3 Stay Bonuses. Stay bonuses in the respective amounts of $200,000
and $100,000 (the "Stay  Bonuses")  will be due and accrue to the Trustee on the
first day of the 13th

                                       24
<PAGE>

and 25th months,  respectively,  after the Effective  Date if any portion of the
Payment  Obligations  remains unpaid and outstanding on the applicable date. The
Stay Bonuses will be payable on the earlier of (i) the date on which the Payment
Obligations are paid in full and (ii) the Final Maturity Date.

         5. OPERATING COVENANTS.

            5.1 Annual  Budget  Plan.  (a) On or before  December 15 of each ITG
Accounting  Year  beginning  with  December 15, 2003,  ITG shall  deliver to the
Trustee the Annual Budget for the next ITG Accounting Year.  During the month of
August in each  year,  ITG shall  review the Annual  Budget  with a view  toward
making reasonable and appropriate revisions thereto, and if the Annual Budget is
then  revised,  ITG shall  deliver a copy of the  revised  Annual  Budget to the
Trustee  within ten (10) days after  approval by ITG's  management.  Each Annual
Budget and any revised Annual Budget shall be in reasonable  detail and shall be
accompanied by a certification  of the President or Chief  Financial  Officer of
ITG that such Annual Budget (in light of the  constraints of this  Agreement) is
reasonable,  is made in good faith,  is consistent with the terms and conditions
of this Agreement, and represents ITG's best judgment as to such matters.

               (b)  Included  in the  Annual  Budget (as the same may be revised
from time to time) shall be a capital  budget for planned  Capital  Expenditures
(the  "Capital  Plan").  The Debtors  shall  utilize the funds  allocated in the
Capital  Plan to  ensure  the  Ship is  maintained  in good  working  order  and
consistently with standards of safety and  seaworthiness  dictated by the United
States Coast Guard, International Maritime Organization,  the Republic of Panama
and/or  Det  Norske  Veritas  (or the  classification  society to which the Ship
belongs at the time).

                                       25
<PAGE>

            5.2  Allowable  Capital  Expenditures.  So long as the  Debtors  are
current with all payments due to the Trustee,  the Debtors shall be permitted to
spend up to $300,000  per year  (pro-rated  for the ITG  Accounting  Year ending
December 28, 2003) plus the  reasonable  and necessary  costs of Drydock (not to
exceed $350,000 in each of 2003 and 2005) and Wetdock (not to exceed $100,000 in
each of 2004 and 2006) consistent with the Capital Plan and Capital Expenditures
paid for out of the Additional Capital  Expenditure  Reserve. In addition and so
long as the  Debtors are  current  with all  payments  due to the  Trustee,  the
Debtors may make the Capital  Expenditures  in the amounts and for the  purposes
described  in Schedule  5.2 annexed  hereto and as may be approved in writing by
the Trustee in the future.  Notwithstanding the foregoing,  the Debtors with the
prior  consent of the Trustee (or ISP,  its agent),  which  consent  will not be
unreasonably  withheld  or  delayed,  may make  necessary  Capital  Expenditures
required to correct any mechanical  deficiency  which may negatively  impact the
Ship's  service  schedule  or to  maintain  acceptable  standards  of safety and
seaworthiness  as  dictated  by the United  States  Coast  Guard,  International
Maritime Organization,  the Republic of Panama and/or Det Norske Veritas (or the
classification society to which the Ship belongs at the time) that may result in
exceeding the Capital Plan. Capital expenditures made under this Section 5.2 are
collectively referred to as "Allowable Capital Expenditures".

            5.3 Receipts; Funds; Payments. From the date of this Agreement until
payment in full of the Secured  Obligations:  (a) ITG shall deposit and/or cause
to be deposited  all Gross  Revenues of ITG  (excluding  Gross  Revenues kept on
board the Ship in the ordinary  course of business to maintain the Cash on Board
and excluding  such petty cash not to exceed $30,000 as may be kept on board the
Ship or in ITG's offices in the ordinary  course of business) into the Operating
Account, or such other Accounts which are set forth in Schedule 5.3 hereto or

                                       26
<PAGE>

shall have been  identified  to the  Trustee by at least  thirty (30) days prior
written notice and in which the Trustee has a perfected security  interest;  (b)
no funds shall be  transferred  to any other accounts of the Debtors except upon
at least thirty (30) days prior written notice to the Trustee  identifying  such
new account(s) and after  execution and delivery to the Trustee of all documents
as the Trustee may reasonably  require to create and perfect a security interest
in such new  account(s);  and (c) no monies shall be paid out of any accounts of
ITG except in the  ordinary  course of business  except as  otherwise  expressly
permitted or required by this Agreement or the Plan.

            5.4 Restricted  Payments.  As long as no Default or Event of Default
exists  under  this  Agreement,  after  payment in full of all  amounts  due and
payable  pursuant to Sections 3 and 4 of this  Agreement,  including all amounts
previously  deferred in accordance  with Section 3.7, ITG may make the following
payments and/or deposits:

               (a) to MJQ,  the  Bareboat  Charter  Fee for such  month  and any
accrued and unpaid Bareboat  Charter Fees, less the aggregate  amount of all MJQ
Advances made pursuant to the provisions of Section 5.6 hereof and not repaid to
ITG by MJQ;

               (b) to ITB,  the Tax  Sharing  Fee for such month and any accrued
and unpaid Tax Sharing Fees; and

               (c) before March 31 of each ITG Accounting  Year,  beginning with
ITG Accounting Year commencing  December 29, 2003, a deposit into the Additional
Capital  Expenditure  Reserve  in an amount not to exceed the lesser of (i) Free
Cash Flow (calculated  before deduction for deposits into the Additional Capital
Expenditure  Reserve for such year) of ITG for the preceding ITG Accounting Year
and (ii) $400,000 for the ITG Accounting Year which begins December 29, 2003 and
$150,000 in each of the next two ITG Accounting Years;

                                       27
<PAGE>

amounts already on deposit in the Additional Capital Expenditure Reserve may not
be spent by ITG during a Restricted  Payment  Period  without the prior  written
consent of the Trustee, except Necessary Capital Payments.

            5.5  Restricted  Payment  Period.  In the event  that the  Obligated
Parties have failed to make in full any payment required  pursuant to Sections 3
or 4 of this Agreement as and when any such payment was due and payable,  and as
long as such  non-payment  continues,  in whole or in part, or in the event that
the  Obligated  Parties  have given  notice of a payment  deferral  pursuant  to
Section 3.7 of this Agreement,  during any such period of payment deferral (each
such period being hereinafter referred to as a "Restricted Payment Period"), the
Obligated Parties shall not make or permit to be made any Restricted Payments or
Allowable  Capital  Expenditures,  in whole or in part,  except (A) for  Capital
Expenditures in case of emergency as necessary for the safety,  seaworthiness or
classification of the Ship, (B) for such Allowable Capital  Expenditures as were
previously  ordered under a non-cancelable  commitment  during a period that was
not a Restricted  Payment Period, or (C) such Capital  Expenditures  approved in
advance by the Trustee,  which  approval  will not be  unreasonably  withheld or
delayed  (Capital  Expenditures  described  in clauses  (A), (B) and (C) of this
Section 5.5 are  hereinafter  referred to  collectively  as  "Necessary  Capital
Payments").  Any Restricted Payment received by any party hereto (other than the
Trustee)  during a  Restricted  Payment  Period  shall be held in trust  for the
Trustee and shall be paid over to the Trustee immediately upon demand therefor.

            5.6 MJQ Advances.  During any  Restricted  Payment  Period,  ITG may
advance  monies to MJQ,  which  advances  shall be  treated  as loans  (the "MJQ
Advances") and shall be repaid to ITG from  subsequent  payments of the Bareboat
Charter Fee made to MJQ by

                                       28
<PAGE>

ITG. The MJQ Advances  shall be made only for the following  purposes and in the
following maximum amounts:

               (a) To pay the  reasonable  and necessary  costs of defending the
Indemnified  Claims in the event (and only to the extent) that the defense costs
thereof are not covered by insurance,  in a maximum aggregate amount of $100,000
during the term of this Agreement; and

               (b) To reimburse  and/or advance for the reasonable and necessary
documented  out-of-pocket  business  expenses of FWM, in an amount not to exceed
$25,000  in  the  aggregate  as of the  Effective  Date  and  $5,000  per  month
thereafter, which amounts, if unused, shall not cumulate.

            5.7  Subordinated  Payments.  From the date of this Agreement  until
payment in full of the Secured  Obligations,  all indebtedness,  obligations and
liabilities  of  ITG to any of  its  Affiliates  excluding,  however,  Permitted
Affiliate Payments, shall be subordinated in payment and priority to the Secured
Obligations pursuant to the terms and conditions of the Subordination Agreement,
except  as  otherwise  expressly  permitted  by the  terms  of  this  Agreement.
Permitted  Affiliate Payments are permitted to be made in the ordinary course of
business.

            5.8  Other  Permitted  Payments.  Notwithstanding  anything  to  the
contrary  contained  in  this  Agreement,  the  Debtors  may  make  payments  in
accordance with the Plan.

            5.9  Current  Ratio.  During the term of this  Agreement,  ITG shall
maintain a Current Ratio of at least 1:1, measured as of the end of each quarter
of each ITG Accounting Year, provided,  however, that no Default shall be deemed
to exist with  respect to this  provision  unless ITG shall fail to comply  with
this  Section  5.9 for two  consecutive  quarters.  FXM and FWM  shall  jointly,
severally and unconditionally guaranty and act as surety for obligation of the

                                       29
<PAGE>

Debtors  under this  Section  5.9 to  maintain a Current  Ratio of at least 1:1,
measured as of the first day of the Orderly Liquidation Period.

            5.10 Title to Ship. From the date of this Agreement until payment in
full of the  Secured  Obligation,  neither  of the  Debtors  shall  transfer  or
otherwise encumber ownership of the Ship or grant any security interest or other
interest in or rights to the Ship  without the  express  written  consent of the
Trustee (subject to Section 8.3 of this Agreement).

            5.11 Conduct of Ship Business. From the date of this Agreement until
payment in full of the Secured  Obligation,  except as otherwise consented to by
Trustee in writing or as specifically provided in this Agreement, ITG shall: (a)
carry on the Ship's business operations in, and only in, the usual,  regular and
ordinary course, in substantially  the same manner as conducted  heretofore and,
to the extent consistent with such business  operations,  use reasonable efforts
to keep  available  the  services  of its present  employees  and  preserve  the
goodwill of the Ship and  relationships  with  insurance  companies,  suppliers,
customers,  and others having business  dealings with the Ship; (b) maintain the
Ship and all material  equipment and other property used in connection  with the
operation of the Ship in good working  order and repair,  except for  depletion,
depreciation,  ordinary wear and tear and damage by casualty,  and in compliance
with all Applicable  Laws and standards of safety and  seaworthiness,  including
without   limitation,   as   established  by  the  United  States  Coast  Guard,
International Maritime Organization (IMO), the Republic of Panama and Det Norske
Veritas (or any other  classification  society to which the Ship belongs at such
time), provided,  however, that ITG shall not be deemed to have failed to comply
with this clause (b) in respect of any repair or replacement delayed or not made
as a result of the  Trustee's  delaying  or  withholding  consent to any Capital
Expenditure  pursuant  to  Section  5.2  hereof or any other  provision  of this
Agreement; (c) keep in

                                       30
<PAGE>

full force and effect  insurance  coverages no less than those now carried by it
(although   deductibles  may  be  reasonably  increased  and  coverages  may  be
reasonably limited to avoid increases in insurance premiums  substantially above
current  levels);  (d) perform in all material  respects all of its  obligations
under  agreements,  contracts  and  instruments  relating  to or  affecting  its
properties,  assets  and the  Ship's  business  operations;  (e)  comply  in all
material respects with all Applicable Laws relating to the conduct of the Ship's
business operations, and keep in full force and effect all licenses, permits and
approvals necessary for the conduct of the Ship's business  operations;  and (f)
promptly advise the Trustee in writing of any Material Adverse Change.

            5.12 Bareboat Charter. From the date of this Agreement until payment
in full of the Secured  Obligations,  and notwithstanding the failure to pay the
Bareboat  Charter  Fee at any  time or  from  time to  time,  MJQ and ITG  shall
maintain  the  Bareboat  Charter in full force and effect at all times and shall
not  terminate,  cancel or modify,  or permit the expiration or non- renewal of,
the Bareboat Charter without the prior written consent of the Trustee.

            5.13 Port Lease.  From the date of this  Agreement  until payment in
full of the  Secured  Obligations,  without  the prior  written  consent  of the
Trustee, ITG shall not cancel,  terminate or surrender the Port Lease, assign or
sublease all or any portion of the premises demised thereby,  or modify or amend
any of  the  terms  thereof,  and  ITG  shall  perform  and  observe  all of its
obligations  under the Port  Lease  and shall  maintain  the Port  Lease  within
applicable grace periods in full force and effect.

            5.14  Prohibited  Payments.  From the date of this  Agreement  until
payment  in full of the  Secured  Obligations,  ITG  shall  not  make or pay any
dividends,  distributions,  bonuses, salary increases,  directors' fees, expense
reimbursements, advances, loans, or other additional

                                       31
<PAGE>

forms of or increases in  compensation,  benefits or  perquisites  to or for the
benefit  of  FWM  or FXM or any  of  their  respective  Affiliates,  except  for
Permitted  Affiliate  Payments.  ITG  and  FWM  agree  that  until  the  Secured
Obligations  are paid in  full,  FWM  shall  not  receive  any  salary  or other
compensation from ITG.

            5.15 ITB Employees.  On the Effective  Date, all employees of ITB as
of  December  15,  2002  and  currently   employed  by  ITG,  including  without
limitation,  William  Warner,  Christine  Rice  Newell,  Tanuja  Murray,  Helene
Monturano,  Elizabeth Kerr Barr and Eduardo Ayrosa,  shall be transferred to the
employ  of ITB and  shall  not be  re-employed  by ITG  during  the term of this
Agreement.

            5.16 Books and Records.  During the term of this Agreement,  each of
the  Debtors  shall  maintain  at all times books of record and account in which
complete,   true  and  correct  entries  shall  be  made  of  all  dealings  and
transactions  in relation to its  business  and  affairs.  All books and records
relating to the  operation of the Ship are  maintained  either at the offices of
the Debtors  located at One East 11th  Street,  Riviera  Beach,  Florida,  or at
off-site  commercial  storage  facilities   previously   identified  in  writing
(including  name and address of actual  location of books and records)  provided
the Trustee has equivalent access (for purposes of Section 5.17) to the off-site
facilities,  and shall remain there during the term of this Agreement  except as
otherwise  provided in this Section 5.16.  The Debtors shall provide the Trustee
with at least ten (10) Business Days written  notice prior to the  relocation of
the  offices  where  books and records  are  maintained,  and such notice  shall
identify  the address of the  relocated  offices in which such books and records
shall be maintained,  including  offsite storage  facilities  with  unaffiliated
third parties in the ordinary course of business.

                                       32
<PAGE>

            5.17 Access.  During normal  business hours, no more frequently than
monthly,  and upon reasonable  notice (and for this purpose no more than two (2)
Business Days notice shall be required under any circumstances) if no Default or
Event of Default  exists under this  Agreement,  or at any time and from time to
time,  with or without  notice,  during the continuance of a Default or Event of
Default under this Agreement, the Debtors shall allow the Trustee and any agents
and  representatives of the Trustee to visit and inspect the Ship and any of the
other  properties  of the  Debtors,  to examine  the books of account  and other
records and files of the  Debtors,  to make copies  thereof,  and to discuss the
affairs,  business,  finances and accounts of the Debtors with their  respective
officers,  employees,  agents and accountants;  and the Debtors will provide the
Trustee  and his  agents  and  representatives  with  reasonable  access  to all
information regarding the Ship, and its operations and financial condition.  Any
such  inspections  are solely for the  benefit of the  Trustee  and no action or
inaction by the Trustee shall constitute any representation that the Debtors are
in compliance with the terms of this Agreement.

            5.18 Second Vessel. From the date of this Agreement until payment in
full of the Secured Obligations,  the Debtors shall not, and shall not permit an
Affiliate to, acquire,  operate, control, manage or otherwise be involved in the
ownership,  operation or  management of a casino cruise ship other than the Ship
operating from the Port of Palm Beach,  Florida (a "Second  Vessel") unless such
Affiliate first agrees to do the following:

         (a) guarantee that all net income, less principal payments on bona fide
third party  institutional  debt,  commercially  reasonable capital  expenditure
reserves,  and  such  commercially  reasonable  contingency  reserves  as may be
approved in advance by the Trustee such approval not to be unreasonably withheld
or delayed, from the Second Vessel shall be transferred to ITG and added to Free
Cash Flow for any ITG Accounting Year for which the Annual Sweep

                                       33
<PAGE>

Payment  payable to the Trustee is less than the amount  budgeted for the Annual
Sweep Payment for such ITG Accounting  Year, as provided in the budgets attached
as Schedule 5.18 hereto, but only to the extent of the shortfall in the budgeted
amount;

         (b) guarantee that in the event the Debtors are in a Restricted Payment
Period,  all net  income,  less  principal  payments  on bona fide  third  party
institutional debt,  commercially  reasonable capital expenditure reserves,  and
such commercially  reasonable contingency reserves as may be approved in advance
by the Trustee such approval not to be  unreasonably  withheld or delayed,  from
the Second Vessel shall be transferred to ITG, to the extent  necessary to cover
any  shortfall  that  otherwise  exists  in  payment  of  Monthly  Payments  and
Monitoring  Fees,  until such time as the Debtors are no longer in a  Restricted
Payment Period; and

         (c) provide access to the Second Vessel in accordance with Section 5.17
of this Agreement.

         Such Affiliate shall execute and deliver a guaranty  agreement covering
the provisions of subsections (a), (b) and (c) in a form reasonably satisfactory
to the Trustee.

         6. GENERAL UNSECURED CREDITORS.

            6.1 Initial  Payment;  Reserve.  On the Effective  Date, the Debtors
shall (i) make payment to General Unsecured Creditors in cash in an amount equal
to 50% of  the  total  claims  of  General  Unsecured  Creditors  (the  "Allowed
Unsecured  Claims"),  and (ii) shall  establish a reserve (the "Disputed  Claims
Reserve") in cash in an amount  sufficient to satisfy 50% of the disputed  Class
3A and 3B Claims (as defined in the Plan) (the "Disputed Unsecured Claims").

            6.2 Creditor  Account.  Beginning 30 days after the Effective  Date,
during  each of the next six  calendar  months  and by the 25th day of each such
calendar month, the

                                       34
<PAGE>

Debtors  shall pay into the Creditor  Account the aggregate sum of $70,000 to be
held and applied to the final payment in respect of claims of General  Unsecured
Creditors.

            6.3 Balance of Payments.  Six months after the Effective  Date,  the
Debtors  shall  pay (a) in full all  Allowed  Unsecured  Claims,  together  with
interest  at the rate of 8% per annum for the  period  from the  Effective  Date
until such payment,  and (b) additional  monies into the Disputed Claims Reserve
in an amount sufficient to satisfy the Disputed  Unsecured Claims in full in the
event that such claims become Allowed Unsecured Claims.

            6.4  Collateral  Security.  The  obligations  of the Debtors to make
payments to General Unsecured  Creditors as described in this Section 6 shall be
secured by the following:

               (a) a perfected first priority  security interest in the Creditor
Account and all monies therein; and

               (b) a  perfected  security  interest in (i) the Cash on Board (to
the extent the same can be perfected),  and (ii) all shoreside office furniture,
fixtures and equipment which assets  described in this Section 6.4 shall also be
subject to the  subordinate  security  interest of the Trustee until the General
Unsecured Creditors have been paid in full, at which time the Trustee shall have
a first priority security interest in all such assets.

            6.5 Conflict  with Plan.  In the event of a conflict  between any of
the terms and provisions of this Agreement with respect to the General Unsecured
Creditors and the Plan, the Plan shall control.

         7.  REPORTING  REQUIREMENTS.  During  the term of this  Agreement,  the
Obligated  Parties shall provide to the Trustee,  at the  following  times,  the
following reports and financial statements, each in form reasonably satisfactory
to the Trustee, and each certified by the

                                       35
<PAGE>

President  or Chief  Financial  Officer  of such  Person as true,  complete  and
correct and reflecting fairly the financial information contained therein:

            7.1 Annually. Upon request of the Trustee, within 120 days after the
close of any fiscal year,  audited financial  statements for ITG for such fiscal
year,  including balance sheet,  profit and loss statement and statement of cash
flows, with supporting  schedules,  certified by an independent certified public
accountant reasonably satisfactory to the Trustee;

            7.2 Monthly.  As soon as  available,  but in any event no later than
the 15th day of each calendar month, a monthly revenue/expense statement for ITG
for the prior  month (or four or five week  period in an ITG  Accounting  Year),
including  year-to-date  information  and a comparison to the same period in the
prior fiscal year and to the Annual Budget for such period;

            7.3  Weekly.  By  Wednesday  of  each  week,  a  cash  receipts  and
disbursements report for ITG for the prior week;

            7.4 ITB.  Within  120 days  after  the  close of each  fiscal  year,
audited  [consolidated]  financial  statements  for ITB for  such  fiscal  year,
including balance sheet,  profit and loss statement and statement of cash flows,
with  supporting  schedules,   certified  by  an  independent  certified  public
accountant reasonably satisfactory to the Trustee; and

            7.5 Current Ratio Calculation.  Within 45 days after the end of each
quarter of an applicable  ITG  Accounting  Year, a detailed  calculation  of the
Current Ratio of ITG as of the end of such fiscal quarter.

         8. COLLATERAL SECURITY.

            8.1  Description of  Collateral.  The Secured  Obligations  shall be
secured by the following collateral:

                                       36
<PAGE>

               8.1.1 Deed in Lieu. A duly executed deed in lieu of  foreclosure,
in recordable  form, to the Ship,  legally  sufficient to convey and transfer to
the Trustee or its designee all right,  title and interest of the Debtors in and
to the Ship (the  "Deed in Lieu"),  absolutely  and free and clear of any Liens,
rights of redemption or other rights or interests  whatsoever of the Debtors and
any other Persons, together with such other instruments,  assignments,  bills of
sale, affidavits and other documents as may be necessary or advisable to assign,
transfer  and  convey to the  Trustee or its  designee  all  property  (real and
personal, tangible and intangible), rights, permits and approvals related to the
operation  of the  Ship as a going  concern,  all of which  shall be  reasonably
mutually  satisfactory in form and substance to the Trustee and the Debtors, and
all of which shall be held and  delivered to the Trustee  pursuant to the Escrow
Agreement and shall be subject to Section 13 of this Agreement;

               8.1.2  Security  Interest.  Pursuant to the terms of the Security
Agreement  and such other  agreements  (including  the  Control  Agreement  with
respect to deposit  accounts) as the Trustee may  reasonably  deem  necessary or
advisable  to create and perfect a security  interest (to the extent the same be
perfected and subject to Section 6.4 above) in any such  collateral,  subject to
Permitted Liens, a perfected  continuing first priority security interest in all
cash, other assets and property, now owned or hereafter acquired, of the Debtors
except  (collectively,  "Excluded  Assets"):  (a) the Creditor Account,  (b) any
accounts receivable or notes due to MJQ from FWM and/or Michael J. Quigley,  and
(c) after payment in full of the  Forbearance  Fee pursuant to Section 4.1(b) of
this  Agreement,  any accounts  receivable or notes due to the Debtors from O.C.
Realty or MJQ Development LLC;

               8.1.3 Stock  Pledge.  Pursuant to the ITGD Pledge  Agreement  and
Murray Pledge  Agreement,  a perfected first priority  security  interest in and
pledge of all of the

                                       37
<PAGE>

issued and outstanding capital stock of each of the Debtors, subject to no other
Liens  (except  restrictions  or transfer  without  compliance  with  applicable
securities laws), options or other rights of any third parties;

               8.1.4 Leasehold Mortgage.  Pursuant to the Leasehold Mortgage,  a
valid first priority  leasehold  mortgage Lien on the Port Lease and all rights,
title and interest of ITG thereunder, subject to no other Liens; and

               8.1.5 Existing  Collateral.  All collateral  security  granted or
provided  pursuant to the Master  Settlement  Agreement,  any of the  Settlement
Documents  and the  Foreclosure  Documents,  all of which  the  Debtors  ratify,
confirm and agree is in full force and effect subject to Section 13 hereof, will
also serve as collateral security for the Secured Obligations.

            8.2 GSP  Note.  In the event  that ITB  sells,  assigns,  transfers,
conveys,  borrows  against,  pledges,  collects,  accelerates the payment of, or
otherwise disposes of or monetizes (in whole or in part) the GSP Note, or any of
its rights or interests  therein,  prior to the Effective  Date,  and no uncured
Default or Event of Default then exists under this Agreement, the Trustee agrees
to release  its  security  interest  in the GSP Note on the  condition  that ITB
deposits  into an  interest-bearing  escrow  account  under the  control  of the
Trustee, as additional collateral security for the Secured Obligations, from the
net  proceeds of the GSP Note,  an amount  equal to $900,000  provided,  however
that,  if the  Effective  Date occurs on or before  December 31, 2003,  promptly
thereafter, the Trustee shall release such escrowed funds to ITB, free and clear
of any  security  interest of the  Trustee;  and  provided,  further that if the
Effective  Date does not occur on or before  December  31,  2003,  on January 2,
2004,  the Trustee  shall be entitled to apply all such  escrowed  funds and all
interest earnings thereon to the payment and reduction of the outstanding

                                       38
<PAGE>

Payment Obligations. In the event that ITB sells, assigns,  transfers,  conveys,
borrows  against,  pledges,  collects,  accelerates the payment of, or otherwise
disposes of or  monetizes  the GSP Note after the  Effective  Date,  the Trustee
agrees to release its security  interest  therein and in any  proceeds  thereof,
provided  no  uncured  Default  or Event  of  Default  then  exists  under  this
Agreement.

            8.3  Conditions  to  Subordination.  In the event that the Obligated
Parties are able to refinance a portion of the Secured  Obligations  with a bona
fide  third  party  institutional  lender  or  investor,   in  an  arm's  length
transaction, the Trustee shall consent to such transaction and shall subordinate
its liens and security  interests in the  collateral  being held for the Secured
Obligations  to such lender or investor on the following  terms and  conditions:

               (a) No uncured Default or Event of Default then exists under this
Agreement;

               (b) No  payments  have been  deferred  pursuant to Section 5.7 of
this Agreement and remain unpaid;

               (c) Such  transaction  results  in net  proceeds  to the  Trustee
sufficient to prepay at least $9,750,000 of the principal portion of the Payment
Obligations and all accrued and unpaid interest thereon to the date of payment;

               (d)  Trustee   and  such   lender  or  investor   enter  into  an
intercreditor   agreement,   on  terms  and  conditions  that  are  commercially
reasonable and approved by the Trustee, which approval shall not unreasonably be
withheld; and

               (e) Any remaining Secured Obligation will be amortized by monthly
payments  in an amount  equal to the  greater of $100,000 or such amount as will
amortize the  remaining  Secured  Obligations  over the number of months to (and
including) the Final Maturity Date.

                                       39
<PAGE>

         9. EFFECTIVENESS; CONDITIONS PRECEDENT.

            9.1 Effectiveness. The effectiveness of this Agreement is contingent
upon (a) the entry of a final order by the Bankruptcy  Court confirming the Plan
and approving the general terms of this  Agreement (the  "Confirmation  Order"),
and (b) the time for  obtaining  a stay of such  Confirmation  Order  shall have
passed without any stay of such Order having been granted or, if such stay shall
have been granted,  the Order shall have become final and  non-appealable  on or
prior to October 15, 2003, (c) the Plan shall have become effective. The Trustee
agrees  that he shall  not file a  competing  Plan of  Reorganization  and shall
support the Plan consistent with the terms and provisions of this Agreement. The
Trustee shall have the right to terminate this Agreement, at his election, prior
to the Effective Date, if the Debtors or either of them shall withdraw or revoke
the Plan or publicly  announce its  intention  not to pursue the Plan, or if the
Chapter  11 Case of either  Debtor  shall  have been  converted  to a case under
Chapter 7, or if the  Debtors  shall have  breached  their  obligations  to make
adequate protection payments to the Trustee. In the event of such termination by
the Trustee, this Agreement shall be null and void and of no force or effect.

            9.2 Closing  Documents.  Simultaneously  with the  execution of this
Agreement,  the parties to this Agreement  shall execute and deposit with Kozyak
Tropin &  Throckmorton,  P.A. the  following  Closing  Documents all in form and
substance  reasonably  satisfactory  to  the  parties  hereto,  to be  delivered
promptly after the Effective Date to the parties hereto,  except for the Closing
Documents  specified  in  Section  9.2  (a),  (f),  (g) and (n)  which  shall be
delivered to the Escrow Agent.  The Closing  Documents  specified in Section 9.2
(a),  (f), (g) and (n) shall be held by the Escrow Agent (and if this  Agreement
terminates before the

                                       40
<PAGE>

Effective  Date, to be returned to the parties) in accordance  with the terms of
the Amended and Restated Escrow Agreement:

               (a) the documents  described in Section 8.1.1 of this  Agreement,
duly executed by the Debtors, as applicable;

               (b) the Amended and Restated Escrow Agreement,  duly executed (or
consented to) by all parties thereto and hereto;

               (c) the Security  Agreement as described in Section 8.1.2 of this
Agreement, duly executed by the Debtors;

               (d) The  Leasehold  Mortgage  described in Section  8.1.4 of this
Agreement,   duly   executed  by  ITG,   together  with  any  and  all  reports,
certifications,  consents  and  estoppels as may be  reasonably  required by the
Trustee, and obtainable by the Debtors;

               (e) the Pledge  Agreements  described  in  Section  8.1.3 of this
Agreement, duly executed by ITGD and FWM, as the case may be;

               (f)  stock   certificates   evidencing  all  of  the  issued  and
outstanding  shares of capital  stock of each of the Debtors,  duly  endorsed in
blank (or with blank executed stock powers attached) and undated;

               (g) written executed and undated  resignations  from all officers
and directors of each of the Debtors;

               (h) the  Control  Agreements,  duly  executed  by the Debtors and
Wachovia Bank, N.A. and any other financial  institutions  maintaining  Accounts
listed in Schedule 5.3 and all other Accounts held by them;

               (i)  the  Stock  Put  Agreement,  duly  executed  by ITB  and the
Trustee;

               (j) the FXM Guaranty duly executed by FXM;


                                       41
<PAGE>

               (k) the FWM Replacement Guaranty duly executed by FWM;

               (l) the Subordination  Agreement described in Section 5.7 of this
Agreement, duly executed by the Obligated Parties, FXM and FWM;

               (m)  Certificates  of insurance for the Debtors' Hull,  Machinery
and  General  Liability  policies  of  insurance,  identifying  the  Trustee  as
mortgagee, additional insured, and loss payee, "as its interests may appear," on
such casualty policies and as additional insured on such liability policies;

               (n) a Verified Claim Of Owner And In Rem Appearance;

               (o) a Certificate of Ownership and  Encumbrance  disclosing  that
the Ship is free and clear of all  encumbrances  except the Ship Obligations and
Permitted Liens;

               (p) For each of the Obligated Parties and ITGD, (i) a copy of its
certificate  of  incorporation,  as amended,  certified  as true,  complete  and
correct  as of a recent  date by the  Secretary  of  State or other  appropriate
official of its jurisdiction of  incorporation or in lieu of such  certification
by the Secretary of State, a long-form good standing  certificate as of a recent
date from such Secretary of State,  itemizing all charter documents on file with
such Secretary of State; (ii) a copy of its By-laws,  certified by its corporate
secretary as of the date of this Agreement as true, complete and correct;  (iii)
a certificate of good standing issued as a recent date by the Secretary of State
or other  appropriate  official by its  jurisdiction  of  incorporation  and, if
applicable,  of the State of Florida;  (iv) a copy of the resolutions adopted by
its Board of Directors  authorizing  the execution,  delivery and performance of
this  Agreement  and the Closing  Documents,  certified,  as of the date of this
Agreement;  and (v) a certification of its corporate secretary as of the date of
this Agreement  with respect to the  incumbency  and specimen  signatures of all
officers executing this Agreement and any of the Closing Documents;

                                       42
<PAGE>

               (q) An opinion of  counsel to the  Obligated  Parties in the form
attached hereto as Exhibit A; and

               (r)   such   other   agreements,   instruments,   certifications,
affidavits and other documents as may be reasonably  requested by the Trustee or
his counsel to implement or effect the provisions of this Agreement, all in form
and substance mutually satisfactory to the Debtors and the Trustee.

            9.3 Quigley  Guaranty.  Upon the later of (a) the Effective Date and
(b) delivery of the FXM Guaranty to the Escrow Agent, the Guaranty  Agreement of
Michael J.  Quigley,  III,  in favor of the Trustee  dated  February  22,  2002,
automatically  shall  terminate  and  shall be of no  further  force or  effect.
Notwithstanding  any provision in this  Agreement to the contrary,  this Section
9.3 is for  the  express  benefit  of  Michael  J.  Quigley,  III and  shall  be
enforceable by him, his heirs and personal representatives.

            9.4 Murray  Guaranty.  Upon the later of (a) the Effective  Date and
(b) the delivery of the FWM Replacement Guaranty described in Section 9.2 to the
Escrow  Agent,  the  Guaranty  Agreement  of Francis  W.  Murray in favor of the
Trustee dated February 22, 2002,  automatically  shall terminate and be replaced
with and superceded by the FWM Replacement  Guaranty.

         10. REPRESENTATIONS AND WARRANTIES.

            10.1  MJQ.  MJQ and FWM  represent  and  warrant  that  (a) MJQ is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite  corporate power and authority to
enter into this  Agreement and the Closing  Documents to which it is a party and
to perform its obligations hereunder and thereunder; (b) the execution, delivery
and performance of this Agreement and the Closing Documents to which it is

                                       43
<PAGE>

a party, and the consummation by it of the transactions  contemplated hereby and
thereby,  have  been duly  authorized  by the  Board of  Directors  and the sole
shareholder  of MJQ, and no other  corporate  proceedings on the part of MJQ are
necessary  to  authorize  this  Agreement  and  the  Closing  Documents  and the
transactions  contemplated hereby and thereby;  (c) this Agreement has been duly
executed and delivered by MJQ and constitutes,  and the Closing  Documents to be
executed and  delivered by MJQ pursuant  hereto,  when executed and delivered by
MJQ, will have been duly executed and delivered by MJQ and will constitute,  the
legal,  valid  and  binding  obligations  of  MJQ,  enforceable  against  MJQ in
accordance with their  respective  terms,  except as the enforcement of remedies
may be limited by bankruptcy,  insolvency,  fraudulent conveyance and other laws
affecting  creditors' rights generally and by general  principles of equity; (d)
to the best of MJQ and FWM's  knowledge,  no  recording,  filing,  registration,
notice,  consent  (governmental or otherwise) or other similar action including,
without limitation,  any action involving any federal, state or local regulatory
body, is required in order to insure the legality,  validity,  binding effect or
enforceability  as against MJQ of this  Agreement  or the Closing  Documents  to
which MJQ is a party, except the filing of UCC-1 financing  statements under the
Uniform Commercial Code, the Confirmation Order, the consent to and execution of
the Control  Agreement by Wachovia  Bank,  N.A.,  and such consents as have been
duly obtained and are in full force and effect; and (e) MJQ charters the Ship to
ITG pursuant to the terms of the Bareboat Charter, as amended,  which is in full
force and effect.

            10.2 ITG and ITGD.  ITG and ITGD each represent and warrant that (a)
it is a corporation duly organized,  validly existing and in good standing under
the laws of the State of Nevada  (as to ITG) and New Jersey (as to ITGD) and has
all requisite corporate power and authority to enter into this Agreement and the
Closing Documents to which it is a party and to

                                       44
<PAGE>

perform its obligations  hereunder and thereunder;  (b) the execution,  delivery
and  performance of this Agreement,  and the Closing  Documents to which it is a
party and the  consummation by it of the  transactions  contemplated  hereby and
thereby,  have been duly  authorized  by its  Board of  Directors,  and no other
corporate  proceedings on its part are necessary to authorize this Agreement and
the  Closing  Documents  which it is a party and the  transactions  contemplated
hereby and thereby;  (c) this  Agreement has been duly executed and delivered by
it and constitutes, and the Closing Documents to be executed and delivered by it
pursuant hereto,  when executed and delivered,  will have been duly executed and
delivered by it and will constitute,  its legal,  valid and binding  obligations
enforceable in accordance with their respective terms, except as the enforcement
of remedies may be limited by bankruptcy,  insolvency, fraudulent conveyance and
other laws affecting  creditors'  rights generally and by general  principles of
equity;  (d) to the best of ITG and  ITGD's  knowledge,  no  recording,  filing,
registration,  notice,  consent  (governmental  or  otherwise)  or other similar
action including, without limitation, any action involving any federal, state or
local  regulatory  body, is required in order to insure the legality,  validity,
binding effect on enforceability as against ITG or ITGD of this Agreement or the
Closing  Documents  to which ITG or ITGD is a party,  except the filing of UCC-1
financing  statements under the Uniform Commercial Code, the Confirmation Order,
the consent to and execution of the Control  Agreement by Wachovia  Bank,  N.A.,
and such  consents as have been duly  obtained and are in full force and effect;
and (e) ITG charters the Ship pursuant to the Bareboat Charter as amended, which
is in full force and effect.

            10.3 ITB. ITB  represents and warrants that (a) ITB is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware and has all requisite  corporate  power and authority to enter
into this Agreement and the Closing

                                       45
<PAGE>

Documents to which it is a party and to perform its  obligations  hereunder  and
thereunder;  (b) the execution,  delivery and performance of this Agreement, and
the Closing  Documents to which it is a party and the  consummation by it of the
transactions  contemplated hereby and thereby,  have been duly authorized by the
Board of Directors of ITB, and no other corporate proceedings on the part of ITB
are necessary to authorize this Agreement and the Closing  Documents to which it
is  party  and the  transactions  contemplated  hereby  and  thereby;  (c)  this
Agreement has been duly executed and  delivered by it and  constitutes,  and the
Closing  Documents to be executed  and  delivered  by it pursuant  hereto,  when
executed and  delivered,  will have been duly  executed and  delivered by it and
will  constitute,  its  legal,  valid and  binding  obligations  enforceable  in
accordance with their  respective  terms,  except as the enforcement of remedies
may be limited by bankruptcy,  insolvency,  fraudulent conveyance and other laws
affecting  creditors' rights generally and by general  principles of equity; (d)
to the best of ITB's  knowledge  no  recording,  filing,  registration,  notice,
consent  (governmental or otherwise) or other similar action including,  without
limitation, any action involving any federal, state or local regulatory body, is
required  in  order  to  insure  the  legality,   validity,  binding  effect  on
enforceability  as against ITB of this  Agreement  or the Closing  Documents  to
which ITB is a party, except the filing of UCC-1 financing  statements under the
Uniform  Commercial  Code and the  Confirmation  Order and such consents as have
been duly obtained and are in full force and effect;  and (e) this Agreement has
been  duly  executed  and  delivered  by ITB and  constitutes,  and the  Closing
Documents to be executed and delivered by ITB pursuant hereto, when executed and
delivered by ITB,  will have been duly  executed  and  delivered by ITB and will
constitute, the legal, valid and binding obligations of ITB, enforceable against
ITB in accordance with their respective terms, except as

                                       46
<PAGE>

the enforcement of remedies may be limited by bankruptcy, insolvency, fraudulent
conveyance and other laws affecting  creditors'  rights generally and by general
principles of equity.

            10.4 FWM and FXM. Each of FWM and FXM  represents  and warrants that
(a) he is an individual  over the age of eighteen and has full legal capacity to
enter into and  perform his  obligations  under this  Agreement  and the Closing
Documents to which he is a party;  and (b) this Agreement has been duly executed
and delivered by him and constitutes,  and the Closing  Documents to be executed
by him pursuant hereto, when executed and delivered by him, will constitute, his
legal, valid and binding obligations, enforceable against him in accordance with
their respective terms,  except as the enforcement of remedies may be limited by
bankruptcy,   insolvency,   fraudulent   conveyance  and  other  laws  affecting
creditors' rights generally and by general principles of equity.

            10.5  Trustee.  The Trustee  represents  and  warrants  that (a) the
Trustee has the power and authority to enter into this Agreement and perform his
obligations  hereunder;  (b) this Agreement has been duly executed and delivered
by the Trustee and  constitutes the legal,  valid and binding  obligation of the
Trustee,  enforceable  against the Trustee in accordance with its terms; (c) the
execution,  delivery and  performance  by the Trustee of this Agreement does not
and will not (with or without the  passage of time or giving of notice)  violate
or  conflict  with any law or  regulation,  judgment  or  order of any  court or
arbitrator   binding  upon  the  Trustee;   (d)  no  consent,   approval  of  or
registration,   notification,   filing  and  or  declaration   with  any  court,
governmental  agency or  instrumentality  or any other  person is required to be
given or made by the Trustee in  connection  with the  execution,  delivery  and
performance of this Agreement,  except the approval of the U.S. Bankruptcy Court
for the District of New Jersey which approval has been  obtained;  and (e) there
are no judicial, administrative, governmental or other actions,

                                       47
<PAGE>

proceedings  or  investigations  pending,  or to the  knowledge  of the Trustee,
threatened   against  or  involving   the  Trustee  that  question  any  of  the
transactions contemplated by, or the validity of, this Agreement.

            10.6  Representations  and Warranties  Regarding  Ship.  Each of the
Debtors  represents and warrants that (a) the Ship is registered in the Republic
of Panama and flies the Panamanian  flag; (b) it is owned by MJQ, free and clear
of all Liens, taxes, and claims of every kind, nature and description whatsoever
except  Permitted Liens and except as listed in Schedule 10.6(b) annexed hereto;
(c) except for  equipment  leased or  financed  with a purchase  money  security
interest,  each as identified in Schedule  10.6(c) annexed hereto,  all personal
property contained in and on the Ship is owned by MJQ and ITG, free and clear of
any Liens  whatsoever  except Permitted Liens and except for liens which will be
discharged  pursuant to the  Confirmation  Order;  (d) the Ship is not currently
under  contract  for  charter  or  otherwise  leased  or hired  out to any third
parties,  including,  but not limited to, contracts for future use or charter of
the Ship, except (i) the Bareboat Charter; and (ii) the contracts and agreements
disclosed on Schedule  10.6(d)  annexed  hereto;  (e) it has not transferred nor
contracted to transfer,  by sale,  assignment or otherwise,  to any Person,  any
right,  title or interest which it may have to the Ship, except pursuant to this
Agreement,  and no  Person  holds a right of first  refusal  over,  or option to
acquire, the Ship; (f) all shoreside office furniture, fixtures and equipment is
located at the Port of Palm  Beach,  Florida;  and (g) no judgment or decree has
been entered in any court of any state,  country,  territory or province against
either of the Debtors or the Ship which remains  unsatisfied except as described
in the Plan. The Obligated  Parties further  acknowledge that Trustee is relying
on these  representations  and  warranties  in  entering  into  this  Agreement;
accordingly,  each of the Obligated  Parties,  their  respective  successors and
assigns, jointly and severally,

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<PAGE>

hereby agree to  indemnify  and hold  harmless the Trustee  against and from any
claim, Lien, penalty, loss or expense the Trustee might suffer,  including,  but
not limited to,  court costs and legal fees,  arising by reason of the  Debtors'
material breach of any of their representations and warranties.

            10.7  Capitalization  and  Ownership  of  ITG.  ITGD  and  ITG  each
represent  and warrant  that:  (a) the  authorized  capital stock of ITG and the
number of issued and  outstanding  shares are set forth on Schedule 10.7 annexed
hereto;  and all such outstanding  shares are duly  authorized,  validly issued,
fully paid and  nonassessable  and are owned  free and clear by ITGD,  except as
pledged  pursuant  to the Stock  Pledge  Agreement;  (b)  there are no  options,
warrants or other rights  outstanding to purchase any stock of ITG; (c) ITGD has
the unrestricted right to vote the issued and outstanding shares of ITG; and (d)
ITG's  ownership  interest in ITG represents a direct  controlling  interest for
purposes of directing or causing the direction of the management and policies of
ITG.

            10.8 Capitalization and Ownership of MJQ. FWM and MJQ each represent
and warrant  that:  (a) the  authorized  capital  stock of MJQ and the number of
issued and outstanding shares are set forth on Schedule 10.8 annexed hereto; and
all such outstanding shares are duly authorized,  validly issued, fully paid and
nonassessable and are owned free and clear by FWM, except as pledged pursuant to
the Stock Pledge Agreement;  (b) there are no options,  warrants or other rights
outstanding  to purchase any stock of MJQ except as  indicated on said  Schedule
10.8;  (c) FWM has the  unrestricted  right to vote the issued  and  outstanding
shares of MJQ;  and (d) FWM's  ownership  interest  in MJQ  represents  a direct
controlling  interest for purposes of directing or causing the  direction of the
management and policies of MJQ.

                                       49
<PAGE>

            10.9 Ship  Mortgage.  MJQ  represents and warrants that the Mortgage
continues as a perfected  mortgage lien and/or security interest on the property
described  therein,  subject to no prior Liens except  Permitted  Liens,  and no
further action,  including,  without limitation,  the filing or recording of any
document,  is  necessary  to maintain  such first  priority  perfected  lien and
security interest.

            10.10  Absence of Conflict with Other  Agreements,  Etc. Each of the
Obligated  Parties  represents  and warrants  that its  execution,  delivery and
performance of this Agreement and the Closing  Documents to which it is, or will
be, a party do not (i) to the best of its knowledge  violate any applicable law,
or (ii) conflict with,  result in a breach of, or constitute a default under its
charter  documents  or  bylaws,  or under  any  indenture,  agreement,  license,
instrument or other document to which it is a party or by which it or any of its
properties may be bound.

            10.11 No Violation of Applicable Law. Each of the Debtors represents
and  warrants  that to the  best of its  knowledge,  all of its  operations  and
material  properties,  including the Ship, are in material  compliance  with all
standards or rules  imposed by any  Governmental  Authority  or otherwise  under
Applicable  Law,  and  no  notice  of  violation  of any  Applicable  Law or any
covenant, condition or restriction affecting the Ship or its operations has been
given to the  Debtors  by any  Governmental  Authority  or by any  other  Person
entitled to enforce same.

            10.12  Projections.  ITG  represents  and  warrants  that the Annual
Budget and any revision thereto delivered to the Trustee pursuant to Section 5.1
were made,  as of the date when made, in good faith and were based on reasonable
assumptions made by the Debtors.

                                       50
<PAGE>

            10.13 Fiscal Year.  MJQ represents and warrants that its fiscal year
ends on December 31 and each of ITB and ITG  represents  and  warrants  that its
fiscal year ends on June 30.

            10.14 Patents, Trademarks,  Licenses,  Franchises, Etc.. Each of the
Debtors  represents and warrants that Schedule  10.14 annexed  hereto  correctly
lists all material governmental licenses,  authorizations and similar rights for
use  of  all  patents,  trademarks,  service  marks,  trade  names,  copyrights,
franchises,  licenses and authorizations  used in the conduct of its business as
now conducted.

            10.15  Material  Agreements.  Each  of the  Debtors  represents  and
warrants  that (i)  Schedule  10.15  annexed  hereto  lists of its all  material
agreements and not terminable at will (the "Material  Agreements");  (ii) it has
not  received  any written  notice that it is in material  default of any of the
Material Agreements;  and (iii) except where it has allowed a Material Agreement
to terminate  because such  termination was in its best  interests,  each of its
Material  Agreements remains in full force and effect subject to no modification
or amendment.

            10.16 Recitals.  Each of the parties hereto  represents and warrants
that the Recitals are true and correct as they relate to such party.

         11. GENERAL  COVENANTS.  From the date of this Agreement and so long as
any portion of the Secured  Obligations remains unpaid, the Debtors shall comply
with the following covenants:

            11.1  Indebtedness.  After the date of this  Agreement,  the Debtors
shall not,  directly or indirectly,  create,  assume,  incur or otherwise become
obligated in respect of any Indebtedness, except:

               (a) Indebtedness in favor of the Trustee;

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<PAGE>

               (b) Obligations in the form of capital lease or conditional  sale
obligations  or  purchase  money  obligations  in respect of  Allowable  Capital
Expenditures pursuant to Section 5.2 of this Agreement;

               (c)  Obligations   secured  by  a  Permitted  Lien;  (d)  Payment
obligations provided under the Plan; and (e) Necessary Capital Payments.

            11.2 Liens. After the date of this Agreement, the Debtors shall not,
directly  or  indirectly,  create,  assume  or  incur,  any Lien on any of their
respective properties or assets,  whether now owned or hereafter acquired (other
than Excluded Assets), except the following (collectively, "Permitted Liens"):

               (a)  Liens in favor of the  Trustee  arising  out of the  Closing
Documents and the Settlement Documents;

               (b) Liens in favor of General Unsecured Creditors as described in
Section 6.4 of this Agreement;

               (c) With respect to the Ship,  the Ship  Mortgage;  (d) Liens for
taxes,  assessments,  or other governmental  charges the payment of which is not
due at the time or, if due, being contested by appropriate proceedings;

               (e) Maritime Liens,  and statutory Liens of carriers,  landlords,
warehousemen,  mechanics,  laborers  and  materialmen  incurred in the  ordinary
course of business for sums not yet due;

               (f) Capital  leases,  conditional  sales  agreements and purchase
money  security  interests  incurred  in  compliance  with  Section  11.1 above,
provided, that no such Liens

                                       52
<PAGE>

shall extend to or cover any property other than the leased  property or capital
assets  (including  proceeds  thereof)  purchased  with  the  proceeds  of  such
permitted purchase money Indebtedness;

               (g)  Liens  expressly   continuing   pursuant  to  the  Plan  and
Confirmation Order;

               (h) Liens permitted by Section 8.3; and

               (i) Liens on insurance  policies securing the payment of premiums
due for such policies.

            11.3 Sale-Leasebacks. The Debtors shall not, directly or indirectly,
sell or otherwise transfer,  in one or more related  transactions,  any property
(whether real,  personal or mixed) and thereafter rent or lease such transferred
property or substantially identical property.

            11.4  Affiliate  Transactions.  The Debtors  shall not,  directly or
indirectly,  engage in any transaction with an Affiliate,  or make an assignment
or other  transfer of any of its  properties or assets to any Affiliate on terms
that are less  favorable  to such  Debtor than those  which  generally  might be
obtained at the time from unaffiliated third parties, except:

               (a) as expressly permitted by this Agreement;

               (b) the Bareboat Charter and the Tax Sharing Agreement;

               (c) as described on Schedule 11.4 annexed hereto; and

               (d)  that  MJQ is  expressly  permitted  to use its  cash for any
purpose  including,  but not limited to,  payment of dividends  and loans to its
Affiliates.

            11.5  Disposition  of Assets.  The  Debtors  shall not,  directly or
indirectly,  sell, assign,  lease,  abandon, or otherwise transfer or dispose of
any of their respective assets (including,  without limitation,  shares of stock
and indebtedness of Affiliates, receivables, and leasehold interests), except:

                                       53
<PAGE>

               (a) inventory  disposed of in the ordinary course of its business
as presently conducted;

               (b) the sale or other  disposition  of assets  no longer  used or
useful in the conduct of its business;

               (c) Excluded Assets;

               (d)  expiration of leases or other  contracts at the end of their
respective terms;

               (e)  cash  used  in or  used to pay  liabilities  arising  in the
ordinary course of its business or permitted by the Plan or this Agreement; and

               (f)  that  MJQ is  expressly  permitted  to use its  cash for any
purpose  including,  but not limited to,  payment of dividends  and loans to its
Affiliates.

            11.6  Liquidation  or Merger.  The Debtors  shall not  liquidate  or
dissolve (or suffer any  liquidation  or  dissolution)  or otherwise wind up, or
enter into any merger or consolidation or division or similar transaction.

            11.7 Dividends and Other Payments. ITG shall not make any:

               (a) direct or indirect  distribution,  dividend or other  payment
(other than stock  dividends  and stock  splits) to any Person on account of (i)
any of its shares of capital  stock or other  securities  other than Tax Sharing
Fees  subject to Section 5.4 or (ii) any  warrants or other rights or options to
acquire shares of its capital stock;

               (b) redemption,  retirement, purchase or other acquisition or any
other payment on account of any securities described above, except to the extent
that the consideration therefor consists solely of shares of its stock;

                                       54
<PAGE>

               (c) sinking  fund,  other  prepayment or  installment  payment on
account of the foregoing;

               (d) other payment,  loan or advance to a shareholder or Affiliate
except payments expressly permitted by this Agreement; and

               (e) forgiveness or release without adequate  consideration of any
Indebtedness or other obligation to it of a shareholder or Affiliate, except the
Excluded Assets.

            11.8 Change in Organizational Documents. The Debtors shall not amend
or otherwise modify their respective  articles or certificates of incorporation,
bylaws or other organizational documents.

            11.9 Issuance of Equity. The Debtors shall not issue,  authorize the
issuance  of, or  obligate  themselves  to issue any shares of capital  stock or
other equity  (including,  without  limitation,  any options,  warrants or other
rights in respect  thereof)  to any Person that (a) would  contravene  any other
provision  of this  Agreement  or (b) would  result in there  being  equity of a
Debtor  that  is not  pledged  to the  Trustee  pursuant  to  the  Stock  Pledge
Agreement.

            11.10  Management  Agreements.  ITG  shall  not (a)  enter  into any
management  agreement with any Person that gives such Person the right to manage
its business except for usual and customary employment agreements and consulting
agreements  consistent with past practice,  or (b) directly or indirectly pay or
accrue to any  Person any sum or  property  for fees for  management  or similar
services  rendered in connection  with the operation of a its business except as
set forth in clause (a) above.

            11.11 Other Contracts. The Debtors shall not enter into any material
contracts or agreements  with respect to the Ship except in the ordinary  course
of business or as permitted

                                       55
<PAGE>

by this Agreement or the Plan, without the prior written consent of the Trustee,
and shall not modify or terminate any of the Material Agreements.

            11.12  Preservation  of  Existence,  Etc.  ITG  shall  at all  times
preserve and keep in full force and effect (a) its  corporate  existence and (b)
its good  standing in all states in which it is formed or required to qualify to
do business, except, as to qualification only, where the failure to keep in full
force and effect any such good standing  would not result in a Material  Adverse
Change.

            11.13 Compliance with Law. ITG shall comply with the requirements of
all  Applicable  Laws and will  obtain  or  maintain  all  franchises,  permits,
licenses and other governmental  authorizations  and approvals  necessary to the
ownership, acquisition or disposition of its properties or to the conduct of its
business,  except  where the  failure  to do so will not  result  in a  Material
Adverse Change.

            11.14 Payment of Taxes and Claims.  Each of the Debtors shall timely
file all tax and information returns required by all foreign,  federal, state or
local tax authorities and shall pay all taxes  (including,  without  limitation,
withholding taxes),  assessments and governmental  charges or levies required to
be paid by it or  imposed  on it or on its  income or profits or upon any of its
properties or assets,  prior to the date on which  penalties  attach  thereto or
interest  accrues,  and all  claims  for such sums  which  have  become  due and
payable, as to any of which, if unpaid,  might become a Lien upon its properties
or assets and which Lien has  priority  ahead of any Liens held by the  Trustee;
provided  that it shall not be deemed to be a violation of this  covenant if any
such  charge or claim not paid is being  diligently  contested  in good faith by
appropriate  proceedings  promptly  initiated and  diligently  conducted and for
which adequate reserves shall have been set aside on the appropriate  books, but
only so long as such tax,

                                       56
<PAGE>

assessment, charge, levy or claim does not become a Lien prior to any Liens held
by the Trustee and no foreclosure,  distraint,  sale or similar proceeding shall
have been commenced.

            11.15  Maintenance of  Properties.  Subject to the  restrictions  of
Allowable Capital  Expenditures and Necessary Capital Payments contained in this
Agreement,  each of the Debtors shall maintain or cause to be maintained in good
repair,  working order and condition in all material respects (ordinary wear and
tear excepted) all of its properties (whether owned or leased) used or useful in
its business of operating the Ship as a casino cruise ship, such  maintenance to
include,  without  limitation,   repair,  renewal,  replacement  or  improvement
thereto;  and keep all systems and  equipment  which may now or in the future be
subject to  compliance  with any standard or rules  imposed by any  Governmental
Authority in compliance in all material  respects with such  standards or rules.
Each of the Debtors shall reasonably maintain,  preserve and protect,  and, when
necessary, renew or replace, in all material respects all franchises,  licenses,
patents, patent applications, copyrights, permits, service marks, trademarks and
trade names and other general intangibles held by it and all agreements to which
it is a party which are necessary or useful to conduct its business.

            11.16  Insurance.  Each of the Debtors shall maintain or cause to be
maintained with financially sound and reputable insurers, insurance with respect
to its properties  and business as required by Section 5.11 above.  The proceeds
of casualty  insurance shall be applied to repair or replace damaged property of
the Debtors unless an Event of Default  exists,  in which case such proceeds may
at the option of the Trustee, be applied to reduce the Secured Obligations or be
reinvested  in  the  business  of the  applicable  Debtor.  Notwithstanding  the
foregoing, payments received by the Trustee in excess of all Secured Obligations
shall be paid over by the Trustee to the applicable Debtor(s). If such insurance
be proposed to be cancelled

                                       57
<PAGE>

for any reason  whatsoever,  such Debtor will promptly notify the Trustee of any
such proposed cancellation. Copies of such policies or the related certificates,
in each case, naming the Trustee as additional  insured and lender loss payee or
mortgagee,  as  appropriate,  shall be  delivered to the Trustee  annually  upon
request of the Trustee.

            11.17 Environmental Indemnity. The Debtors hereby agree, jointly and
severally,  to indemnify,  reimburse,  defend and hold harmless the  Indemnified
Persons for, from and against all demands, liabilities,  damages, costs, claims,
suits, actions, legal or administrative proceedings,  interest, losses, expenses
and reasonable attorneys' fees (including any such fees and expenses incurred in
enforcing this indemnity) asserted against, imposed on or incurred by any of the
Indemnified Persons, directly or indirectly, pursuant to, or in connection with,
the application of any Environmental Law to acts or omissions first occurring at
any time prior to the date (if any) when the  Trustee  takes  possession  of the
Ship, on, or in connection  with any property owned or leased by a Debtor or any
business conducted thereon.

            11.18 Deposit  Accounts.  The Debtors shall  maintain  their primary
demand,  time and other deposit  accounts with Wachovia  Bank,  N.A. in order to
provide  collateral   security  to  the  Trustee  for  payment  of  the  Secured
Obligations.  All such  accounts  shall at all times be subject to the perfected
first  priority  security  interest  of the  Trustee;  provided,  however,  that
notwithstanding  anything  to the  contrary  contained  in this  Agreement,  any
Existing  Agreement  or Closing  Documents,  in the event the Trustee  exercises
control over any such account in which funds are  maintained  for the payment of
taxes or payroll,  the  Trustee  shall  cause  balances  in such  accounts to be
applied first towards the payment of all such  obligations of the Debtors before
the Trustee shall be entitled to apply any sums towards Secured Obligations.

                                       58
<PAGE>

            11.19 Collateral.  Without limiting the generality of any provisions
of this  Agreement,  at any time that either of the Debtors shall (a) change its
jurisdiction of incorporation, (b) transfer or otherwise issue shares of capital
stock,  (c) change its name,  (d) transfer any of its deposit  accounts from the
institution  identified  in  Section  11.18 of this  Agreement,  or (e) take any
action  that would cause the  Trustee to fail to have a valid,  perfected  first
priority  security  interest (except for Permitted Liens) in all property of the
Debtors (to the extent it can be perfected and other than  Excluded  Assets) and
in all  the  capital  stock  of the  Debtors,  subject  only  to the  exceptions
explicitly  permitted  under  the  terms of this  Agreement,  or at any time any
condition  (other  than  maintaining  Cash  on  Board  or  petty  cash up to the
permitted  amount set forth in Section 5.3 herein)  shall exist which results in
such  failure of the Trustee to be so secured,  then the Debtors  shall take all
such action as is necessary to provide such  security to the Lender,  all at the
expense of the Obligated Parties.

            11.20 Further Assurances. It is the intention of the parties to this
Agreement  that the Trustee  shall have a legal,  valid and binding  Lien on all
assets of the Debtors (to the extent it can be perfected and other than Excluded
Assets) now owned or hereinafter  acquired.  The Obligated Parties, ITGD and FWM
at their own expense, shall promptly execute and deliver or cause to be executed
and  delivered to the Trustee all such other and further  documents,  agreements
and  instruments,  and shall provide or cause to be provided to the Trustee such
additional  information,  and shall do or cause to be done such further acts, as
may be  reasonably  necessary  or  proper,  to carry  out more  effectively  the
provisions  and  purposes of this  Agreement,  the Existing  Agreements  and the
Closing  Documents.  Upon  the  indefeasible  payment  in  full  of all  Secured
Obligations,  the  Trustee  shall  promptly  execute  and deliver or cause to be
executed  and  delivered  to the  Obligated  Parties  all such other and further
documents, agreements and

                                       59
<PAGE>

instruments,  and shall provide or cause to be provided to the Obligated Parties
such additional information, and shall do or cause to be done such further acts,
as may be  reasonably  necessary or proper,  to carry out more  effectively  the
provisions  and  purposes of this  Agreement,  the Existing  Agreements  and the
Closing Documents.

            11.21 Cash On Board.  The Debtor shall at all times maintain Cash on
Board of  approximately  $700,000,  and  should  the Cash on  Board  fall  below
$700,000 (whether as a result of payment of General Unsecured  Creditors' claims
or  otherwise),  Debtors  shall  restore  Cash on Board to  $700,000 on the next
Business  Day when banks are open.  During an Orderly  Liquidation  Period,  the
Debtors  obligation  to  maintain  Cash on Board of at least  $700,000  shall be
limited to ITG's Gross Revenues and Debtors shall have no right or obligation to
replenish same from ITG's Accounts.

         12.  EVENT  OF  DEFAULTS.  The  occurrence  of any  one or  more of the
following  shall  constitute an "Event of Default"  under this Agreement and the
Closing Documents:

            12.1  Non-Payment.  Failure  by the  Obligated  Parties  to make any
payment  in full as and  when due and  payable  hereunder  or  under  any of the
Closing Documents (except for any such failure as shall not constitute a Default
pursuant to Section 3.7 of this  Agreement),  which  failure  shall not be cured
within  thirty  (30) days  after the date such  payment  became  due;  provided,
however,  that the thirty-day  grace period  provided  herein shall not apply to
extend the final maturity of all Secured  Obligations  beyond the Final Maturity
Date;

            12.2   Misrepresentation   by   Obligated   Parties  or  ITGD.   Any
representation  or warranty made by any of the Obligated Parties or ITGD in this
Agreement,  the Closing Documents or any financial  information furnished to the
Trustee or its agents pursuant to

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Sections 5.1 and Section 7 of this  Agreement  shall be untrue or  misleading in
any material respect as of the date when made;

            12.3 Misrepresentation by FWM or FXM. Any representation or warranty
made by FWM or FXM in this Agreement or the FXM Guaranty with respect to FXM and
the FWM  Replacement  Guaranty with respect to FWM shall be untrue or misleading
in any material respect as of the date of this Agreement;

            12.4  Current  Ratio  Default.  A Default by ITG under  Section  5.9
hereof;

            12.5  Non-Performance.  A Default by any of the Obligated Parties or
ITGD in the due  observance  or  performance  of any of their  other  respective
covenants and agreements contained in this Agreement,  the Settlement Documents,
or the Closing  Documents,  which is not cured  within  fifteen  (15) days after
receipt of written notice of such Default from the Trustee;

            12.6  Bankruptcy,  Insolvency,  Etc. (a) Either of the Debtors shall
commence any voluntary case, proceeding or other action (i) under the Bankruptcy
Code, or under any other law of any jurisdiction,  domestic or foreign, relating
to  bankruptcy,  insolvency,  reorganization  or relief of  debtors,  seeking to
adjudicate  it a bankrupt or insolvent or seeking  reorganization,  arrangement,
adjustment,  winding-up,  liquidation,  dissolution,  composition or relief with
respect to its debts,  or (ii) seeking  appointment of a receiver,  custodian or
other similar official for all or substantially  all of its assets, or either of
the Debtors shall make a general assignment for the benefit of creditors; or (b)
there shall be commenced  against either of the Debtors any case,  proceeding or
other action of a nature  referred to in clause (a) of this paragraph  which (X)
results in the entry of an order for relief or any  adjudication  or appointment
or (Y) remains unstayed and undismissed for a period of thirty (30) days; or (c)
there shall be issued  against  either of the  Debtors a warrant of  attachment,
execution, distraint or similar process against a substantial part

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<PAGE>

of its assets or any assets material to the operation of the Ship, which results
in the entry of an order for any such relief; or (d) ITG shall generally not, or
shall admit in writing its inability to, pay its debts as they become due;

            12.7  Cross-Default  With Other  Indebtedness.  The happening of any
default under any financial instrument of any kind or nature,  including but not
limited to, financing leases, security agreements, mortgages or loan agreements,
by which there is secured or evidenced any  Indebtedness  for money  borrowed or
guaranteed by either of the Debtors,  whether such Indebtedness presently exists
or is  hereafter  created,  which  default  shall  result  in such  Indebtedness
becoming  or being  deemed due and  payable  prior to the date on which it would
otherwise have become due and payable;

            12.8  Unenforceability.   This  Agreement  or  any  of  the  Closing
Documents  described  in Section  9.2(a)-(l),  the  Settlement  Documents or the
Foreclosure  Documents  shall cease to be a legal,  valid and binding  agreement
each party signatory thereto, or shall be declared ineffective or inoperative or
shall, at any time or for any reason cease to be in force and effect or shall be
declared  ineffective  or  inoperative  or  shall  in any way be  challenged  or
contested by any of the Obligated  Parties,  FWM or FXM, or any of the Obligated
Parties,  FWM or FXM shall deny their  liability  or  obligations  hereunder  or
thereunder,  provided,  however, that it shall not be an Event of Default if any
party to this  Agreement  (a)  defends an action  brought by the  Trustee or (b)
brings an action to  enforce  any  specific  provision  of this  Agreement,  the
Settlement  Documents or Closing Documents described in Section 9.2(a)-(l),  for
their benefit; and

            12.9 Suspension of Operations.  ITG shall suspend or discontinue the
operation of the Ship as a casino cruise ship for any reason,  other than an act
of God, casualty,  war or civil unrest,  riot, act of terrorism,  strike,  labor
dispute, severe weather, dry dock/wet dock

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<PAGE>

maintenance  or any other repair  (provided  same is proceeding  diligently  and
subject to the Trustee  approving in connection  therewith any necessary Capital
Expenditures in addition to Allowable Capital Expenditures), or any other reason
reasonably beyond Debtors' control.

         13. REMEDIES.

            13.1  Acceleration.  At any time an Event of  Default  specified  in
Section 12 above (other than an Event of Default  under  Section  12.6  thereof)
shall have occurred and shall be continuing,  the Trustee may, by written notice
to the  Obligated  Parties,  declare all of the Secured  Obligations  (excluding
unaccrued  Stay Bonus) to be  forthwith  due and payable,  without  presentment,
demand, protest or notice of protest,  notice of dishonor or other notice of any
kind, all of which are hereby  expressly  waived,  anything in this Agreement or
any Closing Document to the contrary notwithstanding.

            13.2  Automatic   Acceleration  in  Connection  with  Bankruptcy  or
Insolvency  Proceeding.  Upon the occurrence of an Event of Default specified in
Section 12.6 above,  all of the Secured  Obligations  (excluding  unaccrued Stay
Bonus)  shall be  immediately  due and  payable,  all  without any action by the
Trustee and without presentment,  demand,  protest or other notice of protest or
other  notice of  dishonor  of any  kind,  all of which  are  expressly  waived,
anything  in  this   Agreement   or  the  Closing   Documents  to  the  contrary
notwithstanding.

            13.3 Default Interest.  Upon acceleration of the Secured Obligations
pursuant to Section 13.1 or 13.2 of this Agreement,  the entire unpaid aggregate
amount  of  the  Secured  Obligations  (excluding  any  unaccrued  Stay  Bonus),
including  accrued  and  unpaid  interest  to the  date of  acceleration,  shall
thereafter bear interest at an annual rate of fifteen percent (15%),  compounded
monthly ("Default Interest"), provided, however, that the Secured Obligations in

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<PAGE>

the nature of expense reimbursements  including Collection Costs and indemnities
shall  bear  Default  Interest  from the date the  Trustee  pays them  until the
Trustee is reimbursed.

            13.4  Oversight of  Operations.  After  acceleration  of the Secured
Obligations, the Trustee, and his designated agents and representatives,  at the
Trustee's option,  shall be entitled to oversee all of the Debtors'  operations,
and shall  have  unconditional  rights to  inspect  and  access the Ship and the
Related Assets, and the Debtors' business and operations, properties and assets,
books and  records,  deposit  accounts,  and  employees  and  agents;  provided,
however, that the Trustee, his agents and representatives shall not unreasonably
interfere with the continued operation of the Ship as a casino cruise ship.

            13.5 Orderly  Liquidation  Period.  Notwithstanding  anything to the
contrary  herein  or  in  any  Existing   Agreement  or  Closing  Document  upon
acceleration of the Secured  Obligations  pursuant to Section 13.1 or 13.2 above
or on the Final Maturity Date (if the Secured  Obligations have not been paid in
full prior thereto),  an "Orderly  Liquidation  Period" shall commence and shall
continue for a period not to exceed six months.  During the Orderly  Liquidation
Period,  the Trustee shall  forebear in the exercise of his remedies  (including
but not limited to foreclosure of the Ship Mortgage, the recordation of the deed
in lieu to the Ship and exercise of other  remedies with respect to the Ship and
other collateral, including stock of the Debtors), but only if and as long as:


               13.5.1  ITG shall  continue  to  operate  the Ship and its casino
cruise  business in the  ordinary  course and  consistent  with prior  practices
subject to the provision of this Section 13.5;

               13.5.2 All amounts on deposit in the Operating Account and in all
other  accounts  of ITG  shall  immediately  be  transferred  to,  and all Gross
Revenues of ITG thereafter

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<PAGE>

received  (excluding  such Gross  Revenues  necessary to maintain Cash on Board)
shall be delivered  directly and immediately  upon return to shore to an armored
car service for delivery on the first  Business  Day, to a lock box account (the
"Lock  Box")  under  the  sole  and  exclusive  control  of the  Trustee,  at an
institution  selected by the Trustee,  maintained  at ITG's  expense;  provided,
however,  that any cash in slot machines  shall remain in such slot machines and
shall be  delivered  to an armored car service and  deposited in the Lock Box at
least weekly on Monday of each week.

               13.5.3 No monies shall be withdrawn from the Lock Box except upon
the joint  signature of an officer of ITG and the Trustee or a designated  agent
of the Trustee provided,  however, that neither the Trustee nor any Debtor shall
delay the making of normal  payments  therefrom  necessary  for the payment on a
current basis of excise, sales and other taxes, payroll and payroll taxes;

               13.5.4  No  payments  of any  kind  shall  be  made by ITG to MJQ
(including with respect to the Bareboat Charter Fee), ITB or any other Affiliate
of ITG except to MJQ for normal payroll and except for payments to Affiliates of
Permitted Affiliate Payments;

               13.5.5 No Capital  Expenditures  of any kind other than Necessary
Capital  Payments shall be made by ITG without the prior written  consent of the
Trustee;

               13.5.6 After payment of ordinary and necessary operating expenses
and  liabilities of ITG incurred in the ordinary  course of business the payment
of which is  necessary  to the  continued  operation of the Ship in the ordinary
course,  including  Necessary  Capital  Payments  permitted  pursuant to Section
13.5.5, for each month during the Orderly  Liquidation  Period, all other monies
in the  Lock  Box on the  last  Business  Day of such  calendar  month  shall be
distributed to the Trustee to be applied,  first,  to the payment of all accrued
and unpaid Default

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<PAGE>

Interest;  second,  to reimburse the  reasonable  costs and expenses  (including
attorneys'   accountant's,   consultants'  and  other  professionals'  fees  and
expenses) arising out of or related to the exercise by the Trustee of his rights
and  remedies as a result of the Event of Default,  acceleration  of the Secured
Obligations  and the Orderly  Liquidation  Period;  third, to the payment of any
accrued and unpaid Monitoring Fees; fourth, to the payment of any accrued unpaid
and Stay Bonuses; fifth, to the payment of any unpaid portion of the Forbearance
Fee;  sixth,  to the  payment of  accrued  and unpaid  interest  on the  Payment
Obligations;  seventh,  to the reduction of the unpaid principal  balance of the
Payment Obligations; and thereafter, to any remaining accrued and unpaid Secured
Obligations in such order and manner as may be determined by the Trustee;

               13.5.7 Within thirty (30) days of the commencement of the Orderly
Liquidation  Period,  the  Debtors  shall (a)  deliver to the  Trustee,  for his
approval,  a plan of  liquidation  for the Ship and the  Related  Assets and the
business operations of ITG, and (b) retain a broker,  reasonably satisfactory to
the  Trustee,  for the sale of the Ship,  the  Related  Assets and the  business
operations of ITG;

               13.5.8  Immediately upon commencement of the Orderly  Liquidation
Period,  the Obligated Parties shall actively market and solicit  purchasers for
the Ship and the Related Assets and cooperate with the  prospective  purchasers,
and  negotiate  in good  faith  with all  prospective  purchasers  that have the
apparent financial resources to purchase the Ship; and

               13.5.9 The Debtors shall accept any reasonable  offer to purchase
the Ship, the Related Assets and/or ITG's business  operations which will result
in net cash  proceeds  at  closing  sufficient  to pay in full  the  outstanding
Secured Obligations (including Default Interest thereon). The Debtors shall not,
without the prior written consent of the Trustee in his sole

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<PAGE>

discretion, accept any offer of purchase for the Ship, the Related Assets and/or
ITG's business  operations which will not result in net cash proceeds at closing
sufficient to pay in full the outstanding Secured Obligation  (including Default
Interest thereon).

               13.5.10.  Notwithstanding  anything  herein to the contrary,  the
Debtors may (subject to the Trustee's  prior written  consent) incur  reasonable
professional fees in connection with the marketing and negotiation of terms of a
sale of the Ship,  the Related  Assets and the  business.  In the event any such
professionals are retained,  the Debtors and said professionals  shall cooperate
with the  Trustee  and keep the  Trustee  reasonably  informed  as to  potential
purchasers,  sales and  marketing  efforts.  The Trustee shall have the right to
examine each statement of services  rendered by any such  professional to assure
that it covers work solely in connection  with the marketing and potential  sale
of the Ship, Related Assets and business.

            13.6 Cure Right.  Notwithstanding  anything in this Agreement to the
contrary, after acceleration of the Secured Obligations pursuant to Section 13.1
of this  Agreement and prior to the earlier of (a) the expiration or termination
(pursuant to Section 13.7 of this Agreement) of the Orderly  Liquidation  Period
and (b) the Final Maturity  Date,  the Obligated  Parties shall have a one-time,
non-recurring  right  during  the term of this  Agreement  to cure all  existing
defaults under this Agreement  (including payment of all amounts due and payable
prior to acceleration,  without having to pay Secured  Obligations  which become
due as a result of acceleration); provided, however, that such cure is completed
prior to the Final Maturity Date. Upon the cure of all such existing defaults to
the  reasonable  satisfaction  of the  Trustee,  the Trustee  shall  rescind the
acceleration  of the  Secured  Obligations,  including  the  accrual  of Default
Interest,  and shall  reinstate the obligations and liabilities of the Obligated
Parties as in effect  prior to such  acceleration  and the  Orderly  Liquidation
Period shall terminate.

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<PAGE>

            13.7 Breach of Liquidation  Covenants.  In the event that any of the
Obligated  Parties defaults in or breaches any of its obligations  under Section
13.5 of this  Agreement  prior  to the  expiration  of the  Orderly  Liquidation
Period,  upon  written  notice  to  the  Obligated  Parties,   the  Trustee  may
immediately  terminate the Orderly Liquidation Period. Upon a Liquidation Event,
the Trustee shall  thereafter be entitled to exercise,  immediately  and without
any further  notice,  any and all remedies  available to the Trustee  under this
Agreement,  the Closing Documents,  the Master Settlement  Agreement (as amended
hereby and in  particular,  as amended by Section 13.14 below),  the  Settlement
Documents,  the Foreclosure  Documents and at law or in equity including but not
limited to recording the Deed in Lieu.  Possession  of the Ship,  the Port Lease
and the Related  Assets  shall be  surrendered  to the Trustee or his  designees
immediately upon the termination of the Orderly Liquidation Period.

            13.8 Appointment of Receiver.  Upon a Liquidation Event, the Trustee
(or his designee)  shall have the right to seek to be appointed the receiver for
the properties and assets of the Debtors. Each of the Debtors hereby consents to
such appointment and hereby waives any objection it may have thereto.

            13.9 Sale of Collateral. Upon a Liquidation Event, the Trustee shall
use commercially  reasonable  efforts to sell the property and assets (including
the Ship and the  Related  Assets)  that serve as  collateral  security  for the
Secured Obligations.  All net sales proceeds thereof shall be applied, first, to
all costs and expenses (including  reasonable  attorneys' and accountants' fees)
incurred by the Trustee  after  expiration  of any  applicable  cure  periods to
enforce its rights and remedies  hereunder and all costs of any such sale,  and,
thereafter,  to the  payment  of the  accrued  but unpaid  Secured  Obligations,
including  Default  Interest,  in such manner and order as the  Trustee,  in his
discretion, shall determine; thereafter to General

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<PAGE>

Unsecured Creditors;  and any balance of such net sales proceeds remaining shall
be paid over to the Obligated  Parties or to such other Person legally  entitled
to receive same. The  immediately  preceding  sentence is intended to be for the
benefit of General  Unsecured  Creditors  as well as the  Obligated  Parties and
shall be enforceable by them against the Trustee.

            13.10  Section  363 Sale.  In the event that any  property or assets
that serve as collateral security for the Secured Obligations are sold in a sale
conducted  pursuant to Section 363 of the Bankruptcy  Code, the Trustee will not
object to any of the Obligated  Parties or their  Affiliates as a bidder at such
sale, provided that they meet all of the qualifications applicable to bidders at
such sale.

            13.11 Relief from Automatic Stay. If any of the Obligated Parties or
ITGD shall institute a proceeding  under any of the provisions of the Bankruptcy
Code,  or if any of the  Obligated  Parties or ITGD  shall  have an  involuntary
proceeding  instituted against all or any of them under any of the provisions of
the Bankruptcy Code, then the Trustee shall have the right to apply to the court
before which the bankruptcy proceeding shall then be pending,  without notice to
the Obligated  Parties or ITGD for an order (or orders)  seeking to  immediately
lift the  automatic  stay imposed by 11 U.S.C.  ss.362,  to allow the Trustee to
bring or assert such actions or claims  available to the Trustee  against any or
all of the Obligated Parties and ITGD and none of the parties will object to any
application by the Trustee for such an Order.

            13.12  Collection  Costs. The Obligated  Parties shall,  jointly and
severally,  unconditionally,  upon demand, pay or reimburse the Trustee for, and
indemnify  and  save the  Trustee  harmless  against,  any and all  third  party
liabilities,  losses, costs, expenses, claims, and/or charges (including without
limitation  reasonable  fees and  disbursements  of legal counsel,  accountants,
investigators  and  other  experts,  whether  or not they are  employees  of the
Trustee)

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<PAGE>

arising out of, relating to or connected with collecting the Secured Obligations
and/or protecting,  preserving, exercising or enforcing any of the rights of the
Trustee  in,  under or related to this  Agreement,  the Closing  Documents,  the
Master  Settlement  Agreement,  the Settlement  Documents and/or the Foreclosure
Documents  after  an  Event  of  Default  (collectively,   "Collection  Costs");
provided,  however, that, Collection Costs shall not include any expense covered
by Monitoring Fees; provided further that in the event that the Trustee declares
an Event of Default  and it is  ultimately  determined  by a court of  competent
jurisdiction in a final, unappealable judgment, that the Trustee had no right to
declare  an Event of  Default,  the  Trustee  shall not be  entitled  to recover
Collection  Costs arising from such Event of Default,  and after payment in full
of all Secured  Obligations  except such Collections  Costs and Default Interest
arising from such Event of Default,  the Obligated  Parties shall be entitled to
be reimbursed by the Trustee for their  reasonable  attorneys' fees and expenses
("Defense Costs") incurred in defending against such wrongful  declaration of an
Event of Default;  and in any event the Obligated  Parties may offset the amount
of such Defense  Costs  against the Secured  Obligations  due and payable to the
Trustee;  and provided,  further that, in the event that the Trustee declares an
Event of Default under Section 12.2,  12.3, 12.5, 12.7, 12.9, 12.10 or 12.l1 and
it is  ultimately  determined by a court of competent  jurisdiction  in a final,
unappealable judgment that the event(s) or circumstance(s) which constituted the
basis for such  Event of Default  did  constitute  a Default  but not a material
Default,  then the Trustee  shall not be entitled  to recover  Collection  Costs
arising  from such Event of  Default,  and the  Obligated  Parties  shall not be
entitled to recover their  attorneys' fees and expenses  arising from such Event
of Default.

            13.13  Indemnity.  Subject to Section  13.12 above (with  respect to
indemnification of Collection Costs) and subject to the limitation on Monitoring
Fees in Section

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<PAGE>

4.2 and without limiting the generality of any other indemnities  provided under
this  Agreement,  the Obligated  Parties hereto agree,  jointly and severally to
indemnify, reimburse, defend and hold harmless the Indemnified Persons for, from
and against all third party demands, limitations, damages, costs, claims, suits,
actions, legal or administrative  proceedings,  interest,  losses,  expenses and
reasonable  attorneys'  fees  (including any such  reasonable  fees and expenses
incurred in enforcing this indemnity) asserted against,  enforced on or incurred
by any of the Indemnified Persons,  directly or indirectly,  in connection with,
arising out of or in any way related to the exercise of the  Trustee's  exercise
of his rights and remedies  under this  Section  13.4 and under  Section 5.17 of
this  Agreement,  except as otherwise  expressly  provided in this Agreement and
except to the extent that any of the  matters  covered by this  indemnity  arise
solely  from  acts  of bad  faith  or  willful  misconduct  on the  part  of the
Indemnified Persons.

            13.14 MSA Defaults and Remedies.  The  provisions of (a) Sections 9,
10 and 11 of the Master  Settlement  Agreement,  (b) the last two  sentences  of
Section  3(a)(i) of the Master  Settlement  Agreement,  (c) the third and fourth
sentences of Section  3(b)(i) of the Master  Settlement  Agreement,  (d) Section
6(e) of the Master Settlement  Agreement,  (e) Section 10(b) of the Purchase and
Sale  Agreement,  and (f) the last  sentence of Section 3(b) of the Purchase and
Sale  Agreement are hereby  eliminated  and  superseded by this  Agreement.  All
Existing  Agreements  are  hereby  amended  to  the  effect  that  all  remedies
thereunder  exercisable  by the  Trustee  upon an  Event  of  Default  or a Ship
Obligation Event of Default shall be exercisable only upon a Liquidation Event.

            13.15  Additional  Remedies.  In addition to the  remedies set forth
above and subject to the provisions of this Section 13 and in particular Section
13.14,  the  Trustee  shall have all of the  post-default  rights  and  remedies
granted to it under any of the Closing Documents, the

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<PAGE>

Master Settlement Agreement, the Settlement Documents, the Foreclosure Documents
and available at law or in equity.

            13.16  Certain  Obligations  of  Trustee.  In the event the  Trustee
operates the Ship following expiration or termination of the Orderly Liquidation
Period,  the Trustee shall, after payment of operating expenses and liabilities,
the  payment  of which is  necessary  in the  Trustee's  sole  judgement  to the
continued  operation  of the Ship,  and Capital  Expenditures  to the extent the
Trustee in his sole  judgement  deems  appropriate,  apply the net  revenues  to
Secured  Obligations  that remain unpaid,  as follows:  first,  to reimburse the
costs and expenses (including Trustee's, attorneys', accountant's,  consultants'
and other  professionals'  fees and  expenses)  arising out of or related to the
exercise by the Trustee of his rights and remedies as a result of the expiration
or termination of the Orderly Liquidation Period;  second, to the payment of all
accrued and unpaid Default  interest;  third,  to the payment of any accrued and
unpaid  Monitoring Fees;  fourth,  to the payment of any accrued and unpaid Stay
Bonuses;  fifth,  to the payment of any unpaid portion of the  Forbearance  Fee;
sixth, to the payment of accrued and unpaid interest on the Payment Obligations;
seventh,  to the  reduction  of the  unpaid  principal  balance  of the  Payment
Obligations,  and  thereafter,  to any  remaining  accrued  and  unpaid  Secured
Obligations  in such  order  and  manner  as may be  determined  by the  Trustee
(collectively,   the  "Interim  Payments").   In  the  event  that  the  Secured
Obligations  are paid in full from  Interim  Payments  and the  Trustee  has not
entered  into a binding  contract to sell the Ship and/or  Related  Assets,  the
Trustee shall reconvey the Ship and Related Assets to the Debtors (to the extent
that such assets have not been previously  sold) (the  "Reconveyance").  Any net
revenues  received  from  operating  the Ship  which are not  applied to Interim
Payments  shall be remitted to ITG or as otherwise  required by applicable  law.
Within ninety (90) days of the Trustee's sale of the Ship or the Reconveyance,

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<PAGE>

the Trustee shall make an  accounting  of the proceeds of the  Collateral to the
Debtors.  Notwithstanding  this  Section  13.16,  the Trustee  shall be under no
obligation  to operate the Ship,  and nothing  herein  shall  impair any and all
rights and remedies available to the Trustee under this Agreement,  the Existing
Agreement, the Closing Documents, or any other document or agreement, at law and
in equity.

         14. GENERAL PROVISIONS.

            14.1  Duration;   Survival.   All   representations  and  warranties
contained  in this  Agreement  and  the  Closing  Documents  shall  survive  the
Effective  Date and shall not be waived by the  execution  and  delivery  of any
Closing Document or any investigation by the Trustee.

            14.2 No Implied Waiver;  Rights  Cumulative.  No failure or delay on
the part of the Trustee in exercising any right, power or privilege hereunder or
under any Closing  Document or any Existing  Agreement  and no course of dealing
among the parties hereto shall operate as a waiver thereof; nor shall any single
or partial  exercise of any right,  power or  privilege  hereunder  or under any
other Closing Document or any Existing  Agreement  preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  Except
as provided  herein,  the rights and  remedies  herein  expressly  provided  are
cumulative  and not exclusive of any other rights or remedies  which the Trustee
would otherwise have.

            14.3  Waivers  and  Amendments.   Neither  this  Agreement  nor  any
provisions hereof may be changed,  waived,  discharged or terminated orally, but
such may be  accomplished  only by an instrument in writing  signed by the party
against whom  enforcement  of the change,  waiver,  discharge or  termination is
sought.

            14.4  Successors  and Assigns.  Whenever in this Agreement or in any
Closing  Document any of the parties hereto is referred to, such reference shall
be deemed to include the heirs, legal representatives, successors and assigns of
such party; and all covenants, promises

                                       73
<PAGE>

and agreements by or on behalf of the Obligated  Parties,  ITGD, FWM, FXM or the
Trustee that are  contained  herein shall bind and inure to the benefit of their
respective  heirs,  legal  representatives,  successors  and assigns;  provided,
however,  that  without  the prior  written  consent of the  Trustee,  the other
parties to this  Agreement  may not  assign or permit or suffer the  assignment,
whether by operation of law or otherwise,  of any of their respective  rights or
delegate any of their  respective  duties or  obligations  hereunder,  provided,
however,  that in the event of the death of either FXM or FWM, their  respective
rights and  obligations  hereunder will be  transferable  by operation of law to
their respective estates and/or legal representatives.

            14.5 Descriptive Headings.  The descriptive headings of the sections
and paragraphs of this Agreement are inserted for  convenience of reference only
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

            14.6 Maximum  Lawful  Interest Rate.  Notwithstanding  any provision
contained herein or in any of the Closing  Document,  the total liability of the
Obligated Parties for payment of interest pursuant hereto,  shall not exceed the
maximum amount of such interest  permitted by law to be charged,  collected,  or
received,  and if any  payments by the  Obligated  Parties  include  interest in
excess of such a maximum  amount,  the  Trustee  shall  apply such excess to the
reduction of the unpaid principal amount due pursuant hereto, or if none is due,
such excess shall be refunded to the payor thereof.

            14.7 No Third Party Beneficiaries.  The parties hereto do not intend
the benefits of this  Agreement  to inure to any third party  except  Michael J.
Quigley  III  pursuant to Section  9.3 hereof and  General  Unsecured  Creditors
pursuant to Section 13.9 hereof. Notwithstanding anything herein or in any other
document  executed  in  connection  with  the  transactions  described  in  this
Agreement,  or any  course of  conduct by any of the  parties  hereto,  or their
respective

                                       74
<PAGE>

Affiliates,  agents, or employees,  either before or after the execution of this
Agreement, this Agreement shall not be construed as creating any rights, claims,
interests or causes of action against any party hereto in favor of any party not
a party to this Agreement.  To the extent that this Agreement shall be disclosed
to any third party, it shall be disclosed for informational purposes only and no
such third party may rely on any of the  matters  set forth  herein or the terms
hereof.

            14.8  Counterparts.  This Agreement and the Closing Documents may be
executed  in one or  more  counterparts,  each  of  which  shall  constitute  an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  Delivery of a photocopy or telecopy of an executed counterpart of a
signature page to this  Agreement or any Closing  Document shall be as effective
as delivery of a manually executed counterpart of such document.

            14.9  Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance  with the laws of the State of New Jersey without giving
effect to principles of conflicts of laws, and any and all disputes under and/or
related to this Agreement shall be resolved by the Bankruptcy Court.

            14.10  Notices.  All  notices  that  are  required  or may be  given
pursuant  to the  terms of this  Agreement  shall  be in  writing  and  shall be
sufficient  in all respects if delivered by hand or national  overnight  courier
service,  transmitted  by telecopy or mailed by  registered  or certified  mail,
postage prepaid, as follows:

                  To ITB or ITGD:

                  c/o International Thoroughbred Breeders, Inc.
                  211 Beningo Boulevard, Suite 210
                  Bellmawr, NJ  08031
                  Attention:  President
                  Tel:     (856) 931-8163
                  Fax:     (856) 931-8165

                                       75
<PAGE>

                  With copy to:

                  Cozen O'Connor
                  1900 Market Street
                  Philadelphia, PA 19103
                  Attention: David S. Petkun, Esq.
                  Tel:     (215) 665-2000
                  Fax:     (215) 701-2034

                  To ITG or ITGD:

                  ITG Vegas, Inc.
                  One East 11th Street, Suite 500
                  Riviera Beach, FL  33404
                  Attention:  Francis X. Murray, Vice President
                  Tel:     (561) 845-2101
                  Fax:     (561) 845-1201

                  With copy to:

                  Cozen O'Connor
                  1900 Market Street
                  Philadelphia, PA 19103
                  Attention:  David S. Petkun, Esq.
                  Tel:     (215) 665-2000
                  Fax:     (215) 701-2034

                  and

                  Kozyak Tropin & Throckmarton, P.A.
                  200 S. Biscayne Blvd., Suite 2800
                  Miami, FL 33131
                  Attn:  John W. Kozyak, Esq.
                  Tel:     (305) 372-1800
                           (305) 372-3508

                  To MJQ:

                  MJQ Corporation
                  One East 11th Street, Suite 500
                  Riviera Beach, FL  33404
                  Attention:  Francis X. Murray, President
                  Tel:     (561) 845-2101
                  Fax:     (561) 845-1201

                                       76
<PAGE>

                  With copy to:

                  Cozen O'Connor
                  1900 Market Street
                  Philadelphia, PA 19103
                  Attention:  David S. Petkun, Esq.
                  Tel:     (215) 665-2000
                  Fax:     (215) 701-2034

                  and

                  Kozyak Tropin &Throckmarton, P.A.
                  200 S. Biscayne Blvd., Suite 2800
                  Miami, FL 33131
                  Attn:  John W. Kozyak, Esq.
                  Tel:     (305) 372-1800
                           (305 372-3508

                  To FXM or FWM:

                  Mr.   Francis  X.  Murray
                  Mr.   Francis  W.  Murray
                  c/o  MJQ Corporation
                  One East 11th Street,  Suite 500
                  Riviera Beach, FL  33404
                  Tel: (561) 845-2101
                       (561) 845-1201

                  With a copy to:

                  Cozen O'Connor
                  1900 Market Street
                  Philadelphia, PA 19103
                  Attn:  Donald S. Pethun, Esq.
                  Tel:     (215) 665-2000
                           (215) 701-2034

                  To the Trustee:

                  Mercadien, P.C.
                  3625 Quakerbridge Road
                  Hamilton, NJ 08619
                  Attention: Donald F. Conway, Trustee
                  Tel:     (609) 689-9700
                  Fax:     (609) 689-9720

                                       77
<PAGE>

                  With copy to:

                  Drinker Biddle & Reath LLP
                  500 Campus Drive
                  Florham Park, NJ  07932
                  Attention: Robert K. Malone, Esq.
                  Tel:     (973) 360-1100
                  Fax:     (973) 360-9831

or such other address or addresses as any party hereto shall have  designated by
notice in writing to the other parties hereto.  A notice shall be deemed to have
been given (a) upon  personal  delivery,  if delivered  by hand or courier,  (b)
three (3) Business Days after the date of deposit in the mails, postage prepaid,
if mailed by certified or registered mail, or (c) the next Business Day, if sent
by facsimile transmission (if receipt is electronically confirmed).

            14.11 Payments.  The Obligated Parties agree to make all payments on
account  of  the  Secured   Obligations  due  hereunder,   without  set  off  or
counterclaim, to the Trustee at the Trustee's address specified in Section 14.10
hereof,  on the date due, in lawful money of the United States of America and in
good funds.

            14.12 Waivers.  Trustee, on the one hand, and the Obligated Parties,
on the other hand, may, each by written notice to the other, (a) extend the time
for the  performance  of any of the  obligations  or other  actions of the other
under this  Agreement;  (b) waive any  inaccuracies  in the  representations  or
warranties of the other contained in this Agreement or in any document delivered
pursuant to this  Agreement;  or (c) waive  compliance with any of the covenants
and agreements of the other contained in this  Agreement.  Except as provided in
the preceding sentence,  no action taken pursuant to this Agreement,  including,
without  limitation,  any  investigation by or on behalf of any party,  shall be
deemed to constitute a waiver by the party taking such action of compliance with
any representations, warranties, covenants or agreements

                                       78
<PAGE>

contained in this  Agreement.  The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.

            14.13  Entire  Agreement.  This  Agreement,  including  the  Closing
Documents,  constitutes  the entire  agreement  of the  parties  concerning  the
subject  matter hereof,  and  supercedes  all prior written and oral  agreements
among the parties expressly  concerning the subject matter hereof, but shall not
be deemed to modify or replace  the  Master  Settlement  Agreement  or the other
Existing Documents except as expressly provided herein.

            14.14 Date of Execution. The parties hereto authorize the Trustee to
date this Agreement and any of the Closing Documents upon the date of receipt of
the complete fully executed counterparts hereof, or any other date determined to
be appropriate by the Trustee in his sole reasonable discretion.

            14.15  Termination.  After the Effective  Date, this Agreement shall
remain in full force and effect until all of the Secured  Obligations shall have
been indefeasibly paid in full.

                            [Signature Pages Follow]

                                       79
<PAGE>

         IN WITNESS  WHEREOF,  the undersigned have duly executed this Agreement
as of the day and year first above written.

ATTEST:                                      INTERNATIONAL THOROUGHBRED
                                             BREEDERS, INC.

________________________________             By:/S/Francis W. Murray
                                                   _____________________________
                                                   Name:   Francis W. Murray
                                                   Title:  President

ATTEST:                                      INTERNATIONAL THOROUGHBRED
                                             GAMING DEVELOPMENT
                                             CORPORATION


________________________________             By:/S/Francis W. Murray
                                                   _____________________________
                                                   Name:   Francis W. Murray
                                                   Title:  President

ATTEST:                                      ITG VEGAS, INC.

________________________________             By:/S/Francis W. Murray
                                                   _____________________________
                                                   Name:   Francis W. Murray
                                                   Title:  President

ATTEST:                                      MJQ CORPORATION

________________________________             By:/S/Francis X. Murray
                                                  ______________________________
                                                  Name:    Francis X. Murray
                                                  Title:   President


WITNESS:

                                             /S/Francis W. Murray
--------------------------------             -----------------------------------
                                                FRANCIS W. MURRAY


WITNESS:
                                             /S/Francis X. Murray
--------------------------------             -----------------------------------
                                                FRANCIS X. MURRAY

                                       80
<PAGE>

WITNESS:                                     DONALD F. CONWAY, CHAPTER 11
                                             TRUSTEE FOR THE BANKRUPTCY
                                             ESTATE OF ROBERT E. BRENNAN

                                             By:/S/Donald F. Conway
--------------------------------             -----------------------------------
                                             By:   Donald F. Conway, Trustee

                                       81
<PAGE>

                               TABLE OF CONTENTS
                                                                         Page

RECITALS................................................................... 1
 1. DEFINED TERMS; INTERPRETATION...........................................4

          1.1 Definitions Incorporated by Reference.........................4

          1.2 Amended Definitions...........................................4

          1.3 Definitions...................................................4

          1.4 Accounting Terms.............................................19

          1.5 Number; Gender...............................................19

          1.6 Recitals.....................................................20

 2. EXISTING AGREEMENTS....................................................20

          2.1 Existing Agreements Ratified.................................20

 3. PAYMENT OBLIGATIONS....................................................20

          3.1 Amount.......................................................20

          3.2 Joint and Several Obligations................................21

          3.3 Final Maturity Date..........................................21

          3.4 Base Interest................................................21

          3.5 Payment Installments.........................................22

          3.6 Prepayments..................................................23

          3.7 Payment Deferral Reserve.....................................23

 4. TRUSTEE FEES...........................................................24

           4.1 Forbearance Fee.............................................24

           4.2 Monitoring Fee..............................................24

           4.3 Stay Bonuses................................................24

 5. OPERATING COVENANTS....................................................25

           5.1 Annual Budget Plan..........................................25

           5.2 Allowable Capital Expenditures..............................26

           5.3 Receipts; Funds; Payments...................................26

           5.4 Restricted Payments.........................................27

           5.5 Restricted Payment Period...................................28

           5.6 MJQ Advances................................................28

           5.7 Subordinated Payments.......................................29

           5.8 Other Permitted Payments....................................29

           5.9 Current Ratio...............................................29

           5.10 Title to Ship..............................................30

                                       -i-
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                               TABLE OF CONTENTS
                                  (continued)
                                                                         Page

           5.11 Conduct of Ship Business...................................30

           5.12 Bareboat Charter...........................................31

           5.13 Port Lease.................................................31

           5.14 Prohibited Payments........................................31

           5.15 ITB Employees..............................................32

           5.16 Books and Records..........................................32

           5.17 Access.....................................................33

 6. GENERAL UNSECURED CREDITORS............................................34

           6.1 Initial Payment; Reserve....................................34

           6.2 Creditor Account............................................34

           6.3 Balance of Payments.........................................35

           6.4 Collateral Security.........................................35

 7. REPORTING REQUIREMENTS.................................................35

           7.1 Annually....................................................36

           7.2 Monthly.....................................................36

           7.3 Weekly......................................................36

           7.4 ITB.........................................................36

           7.5 Current Ratio Calculation...................................36

 8. COLLATERAL SECURITY....................................................36

           8.1 Description of Collateral...................................36

           8.2 GSP Note....................................................38

           8.3 Conditions to Subordination.................................39

 9. EFFECTIVENESS; CONDITIONS PRECEDENT....................................40

           9.1 Effectiveness...............................................40

           9.2 Closing Documents...........................................40

           9.3 Quigley Guaranty............................................43

 10. REPRESENTATIONS AND WARRANTIES........................................43

           10.1 MJQ........................................................43

           10.2 ITG and ITGD...............................................44

           10.3 ITB........................................................45

           10.4 FWM and FXM................................................47

                                      -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                         Page

           10.5 Trustee....................................................47

           10.6 Representations and Warranties Regarding Ship..............48

           10.7 Capitalization and Ownership of ITG........................49

           10.8 Capitalization and Ownership of MJQ........................49

           10.9 Ship Mortgage..............................................50

           10.10 Absence of Conflict with Other Agreements, Etc............50

           10.11 No Violation of Applicable Law............................50

           10.12 Projections...............................................50

           10.13 Fiscal Year...............................................51

           10.14 Patents, Trademarks, Licenses, Franchises, Etc............51

           10.15 Material Agreements.......................................51

 11. GENERAL COVENANTS.....................................................51

           11.1 Indebtedness...............................................51

           11.2 Liens......................................................52

           11.3 Sale-Leasebacks............................................53

           11.4 Affiliate Transactions.....................................53

           11.5 Disposition of Assets......................................53

           11.6 Liquidation or Merger......................................54

           11.7 Dividends and Other Payments...............................54

           11.8 Change in Organizational Documents.........................55

           11.9 Issuance of Equity.........................................55

           11.10 Management Agreements.....................................55

           11.11 Other Contracts...........................................55

           11.12 Preservation of Existence, Etc............................56

           11.13 Compliance with Law.......................................56

           11.14 Payment of Taxes and Claims...............................56

           11.15 Maintenance of Properties.................................57

           11.16 Insurance.................................................57

           11.17 Environmental Indemnity...................................58

           11.18 Deposit Accounts..........................................58

           11.19 Collateral................................................59

                                      -iii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                         Page

           11.20 Further Assurances........................................59

 12. EVENT OF DEFAULTS.....................................................60

           12.1 Non-Payment................................................60

           12.2 Misrepresentation by Obligated Parties or ITGD.............60

           12.3 Misrepresentation by FWM or FXM............................61

           12.4 Current Ratio Default......................................61

           12.5 Non-Performance............................................61

           12.6 Bankruptcy, Insolvency, Etc................................61

           12.7 Cross-Default With Other Indebtedness......................62

           12.8 Unenforceability...........................................62

           12.9 Suspension of Operations...................................62

 13. REMEDIES..............................................................63

           13.1 Acceleration...............................................63

           13.2 Automatic Acceleration in Connection with Bankruptcy
                or Insolvency Proceeding...................................63

           13.3 Default Interest...........................................63

           13.4 Oversight of Operations....................................64

           13.5 Orderly Liquidation Period.................................64

           13.6 Cure Right.................................................67

           13.7 Breach of Liquidation Covenants............................68

           13.8 Appointment of Receiver....................................68

           13.9 Sale of Collateral.........................................68

           13.10 Section 363 Sale..........................................69

           13.11 Relief from Automatic Stay................................69

           13.12 Collection Costs..........................................69

           13.13 Indemnity.................................................70

           13.14 MSA Defaults and Remedies.................................71

           13.15 Additional Remedies.......................................71

 14. GENERAL PROVISIONS....................................................73

           14.1 Duration; Survival.........................................73

           14.2 No Implied Waiver; Rights Cumulative.......................73

           14.3 Waivers and Amendments.....................................73

                                      -iv-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                         Page

           14.4 Successors and Assigns.....................................73

           14.5 Descriptive Headings.......................................74

           14.6 Maximum Lawful Interest Rate...............................74

           14.7 No Third Party Beneficiaries...............................74

           14.8 Counterparts...............................................75

           14.9 Governing Law..............................................75

           14.10 Notices...................................................75

           14.11 Payments..................................................78

           14.12 Waivers...................................................78

           14.13 Entire Agreement..........................................79

           14.14 Date of Execution.........................................79

           14.15 Termination...............................................79

                                       -v-
<PAGE>

                               TABLE OF SCHEDULES

         Schedule                       Description

         Schedule A                     Existing Agreements
         Schedule 5.2                   Allowable Capital Expenditures
         Schedule 5.3                   Accounts
         Schedule 10.6(b)               Liens
         Schedule 10.6(c)               Property Not Owned by Debtor
         Schedule 10.6(d)               Contracts
         Schedule 10.7                  Capitalization of ITG
         Schedule 10.8                  Capitalization of MJQ
         Schedule 10.14                 Intellectual Property
         Schedule 10.15                 Material Agreements
         Schedule 11.4                  Agreements with Affiliates