EXHIBIT 10.39





                                            TRI-PARTY AGREEMENT



         THIS TRI-PARTY AGREEMENT (this "Agreement"),  dated as of May 23, 1997,
by and among International  Thoroughbred  Breeders,  Inc. a Delaware corporation
("ITB"), Las Vegas Entertainment Network, Inc., a Delaware corporation ("LVEN"),
and Credit  Suisse  First  Boston  Mortgage  Capital  LLC,  a  Delaware  limited
liability company ("CSFB"), is made with reference to the following:



         (a) that certain Loan Agreement, dated as of even date herewith, by and
among ITB, certain of ITB's  subsidiaries  (together with ITB, the "Borrowers"),
and CSFB (the "Loan Agreement"),



         (b)  that  certain  Subordination  Agreement,  dated  as of  even  date
herewith,  by  and  among  LVEN,  LVEN's  wholly  owned  subsidiary,   Casino-Co
Corporation   ("Casino-Co"),   LVEN's   wholly  owned   subsidiary,   Las  Vegas
Communications  Corporation,  ITB, Orion Casino Corporation ("Orion"),  and CSFB
(the "Subordination Agreement"),



         (c) that certain Letter Agreement, dated as of January 22, 1996, by and
among LVEN,  Countryland  Properties,  Inc., a Nevada  corporation and a direct,
wholly-owned subsidiary of LVEN ("Countryland"),  Casino-Co, ITB, and Orion (the
"Letter Agreement"), and



         (d) that certain  promissory  note issued by ITB and Orion to the order
of LVEN's wholly owned subsidiary,  Countryland Properties, Inc. ("Countryland")
in the original principal amount of $10,500,000 (the "B Note"),  which B Note is
secured by a lien on certain real property of Orion known as the El Rancho Hotel
and Casino (the "El Rancho Property").



         In order to induce ITB and CSFB to enter into the Loan Agreement and to
induce LVEN, ITB,  Orion,  and CSFB to enter into the  Subordination  Agreement,
LVEN (on its own behalf  and on behalf of  Casino-Co),  ITB,  and CSFB each have
agreed to set forth their  agreement  regarding (i) a transaction  whereby the B
Note is  converted  into shares of common stock of ITB par value $2.00 per share
("ITB Stock"),  and (ii) a transaction whereby ITB would acquire Casino-Co.  The
parties' agreement is as follows:



1.   LVEN  represents and warrants to ITB and CSFB that  Countryland  previously
     has assigned all of its right,  title, and interest in and to the B Note to
     Casino-Co.



                                       er.

<PAGE>



         2. LVEN  represents  and warrants to ITB and CSFB that the  outstanding
principal  balance  of the B Note  currently  is  $10,500,000  and that there is
approximately $1,100,000 of accrued and unpaid interest in respect thereof.

                                       er.

<PAGE>



         3. LVEN  represents  and warrants to ITB and CSFB that there  currently
exists an unsecured,  intercompany  payable (the  "Intercompany  Payable") owing
from  Casino-Co  to LVEN in respect of the B Note in the  approximate  amount of
$11,600,000.   In  addition,   the  parties   acknowledge   that  an  additional
intercompany  amount of $2,910,000,  together with interest thereon,  is owed by
Casino-Co to LVEN on account of funds loaned by Casino-Co to NPD, Inc.  ("NPD"),
which amount,  including the interest thereon, (i) does not constitute a part of
the  Intercompany  Payable  and  (ii)  that  prior  to the  consummation  of the
Permitted Acquisition (as herein defined),  (y) such amount (including interest)
will  either  be paid  in full by NPD to  Casino-Co,  with  the  proceeds  to be
distributed  as a dividend to LVEN, or (z) the rights to receive such  repayment
will be transferred and assigned to LVEN or another affiliate of LVEN.



         4.  Subject  to  receiving  approval  of  their  respective  boards  of
directors,  each of ITB and LVEN agrees that, as soon as  practicable  following
the date of the  execution and delivery of this  Agreement,  the B Note (and any
and all interest,  penalties, or other amounts accrued and unpaid thereon) shall
be converted into shares of ITB Stock (the  "Permitted  Debt  Conversion").  The
Permitted Debt  Conversion  shall be effected in whole and not in part. In order
to effect the  Permitted  Debt  Conversion,  ITB will be  required  to issue (A)
2,093,868 shares (the "Conversion Shares") of ITB Stock to Casino-Co in exchange
for the receipt of the B Note  marked  cancelled,  and (B)  232,652  shares (the
"Lender  Conversion  Shares")  of ITB Stock to CSFB in  consideration  of CSFB's
consent to the Permitted Debt Conversion. LVEN and CSFB agree that ITB shall not
be  obligated  to pay any  other  consideration  to LVEN,  Casino-Co  or CSFB in
connection  with the Permitted Debt  Conversion  and none of LVEN,  Casino-Co or
CSFB shall have the right to demand or receive any such other consideration, and
ITB  agrees  with  CSFB  that it will not pay any  additional  consideration  in
connection with the Permitted Debt  Conversion.  LVEN agrees to seek approval of
the Permitted Debt  Conversion from its board of directors at its next scheduled
board of  directors  meeting  following  the date hereof and agrees  promptly to
notify ITB and CSFB of its  receipt  (or  disapproval,  as  applicable)  of such
approval.  ITB agrees to seek approval of the Permitted Debt Conversion from its
board of directors at its next scheduled  board of directors  meeting  following
the date  hereof and agrees  promptly  to notify ITB and CSFB of its receipt (or
disapproval, as applicable) of such approval. Upon delivery of notices from LVEN
and ITB  indicating  approval of their  respective  boards of  directors  of the
Permitted Debt Conversion, ITB and LVEN agree that the Permitted Debt Conversion
transaction  shall be  consummated  within a  period  of not more  than 10 days.
Within  30  days  of  this  Agreement,  LVEN  and  ITB  agree  to  enter  into a
registration   rights  agreement   respecting  the  Conversion  Shares  and  the
Acquisition  Shares (as  herein  defined)  and  providing  for 2 demand  rights,
unlimited piggyback rights, and other customary provisions.





                                       er.

<PAGE>



         5. When the Permitted Debt Conversion is consummated, the parties agree
that the deed of trust lien in favor of Casino-Co  with respect to the El Rancho
Property shall be released.



         6. When the  Permitted  Debt  Conversion  is  consummated,  LVEN agrees
simultaneously to cause Casino-Co to distribute the Conversion Shares to LVEN as
repayment in full of the  Intercompany  Payable and any and all interest accrued
and unpaid thereon.



         7. At the time of the  consummation  of the Permitted Debt  Conversion,
and as a condition  precedent to its  effectiveness,  LVEN agrees to execute and
deliver an irrevocable  proxy  respecting the Conversion  Shares in favor of Mr.
Nunzio P. DeSantis ("Mr. DeSantis"),  which proxy shall be irrevocable until the
earlier of (w) the date on which the loan (the "CSFB Loan") and all of the other
obligations  of the Borrowers  owing to CSFB under the Loan  Agreement  (and the
related  loan  documents)  have been repaid in full,  (x) the date on which LVEN
distributes the Conversion Shares to its shareholders generally, (y) the date on
which LVEN sells the Conversion Shares to or LVEN is acquired by, or merged with
or into, a person or entity that is not  affiliated  with LVEN or Mr.  Joseph A.
Corazzi ("Mr. Corazzi"),  and (z) the date on which Mr. DeSantis dies or becomes
mentally incompetent.



         8. LVEN  represents  and warrants to ITB and CSFB that Casino-Co has no
assets or liabilities other than those set forth on Schedule A attached hereto.



         9.   Irrespective   of  whether  the  Permitted   Debt   Conversion  is
consummated,  but subject to receiving  approval of their  respective  boards of
directors,  each of ITB and LVEN agrees that, as soon as  practicable  following
the date of the  execution  and  delivery  of this letter  agreement,  ITB shall
acquire Casino-Co (the "Permitted  Acquisition").  The Permitted Acquisition may
be  accomplished  by means of  purchase  of all of the stock of  Casino-Co  (the
"Casino-Co  Stock"), or a merger of Casino-Co with and into ITB (or a subsidiary
of ITB).



         10. As a  condition  precedent  to the  consummation  of the  Permitted
Acquisition,  ITB, at its sole cost and expense,  shall have received an opinion
from a nationally recognized investment banking firm reasonably  satisfactory to
CSFB (it being expressly  understood that such investment  banking firm may, but
need not, be an affiliate of CSFB) respecting the fair market value of Casino-Co
(the "ITB Fairness  Opinion Value") and opining that the proposed  consideration
(as set forth in paragraph 15 below) is fair to the  shareholders  of ITB from a
financial point of view (the "ITB Fairness Opinion").



11.  As a condition precedent to the consummation of the Permitted  Acquisition,
     LVEN,  at its sole  cost  and  expense,  shall  have  received  one or more
     opinions from one

                                       er.

<PAGE>



        or more  investment  banking firms  satisfactory  to LVEN respecting the
fair market value of Casino-Co (the highest value  established by such opinions,
the "LVEN Fairness  Opinion Value") and opining that the proposed  consideration
(as set forth in paragraph 15 below) is fair to the  shareholders of LVEN from a
financial point of view (the "LVEN Fairness Opinion").



         12. As a  condition  precedent  to the  consummation  of the  Permitted
Acquisition,  CSFB  shall  have been  given  reasonable  access to the books and
records of  Casino-Co  in order to  determine  that  Casino-Co  has no assets or
liabilities  other  than those set forth on  Schedule A attached  hereto and the
same  shall  remain  true up to the date of the  consummation  of the  Permitted
Acquisition.



         13. As a  condition  precedent  to the  consummation  of the  Permitted
Acquisition,  ITB also shall have been given reasonable  access to the books and
records of  Casino-Co  in order to  determine  that  Casino-Co  has no assets or
liabilities  other  than those set forth on  Schedule A attached  hereto and the
same  shall  remain  true up to the date of the  consummation  of the  Permitted
Acquisition.



         14. LVEN agrees to cause Casino-Co to provide  representatives  of CSFB
and ITB, upon prior written  request,  with access during normal business hours,
to the books and records of Casino-Co for the purpose of  conducting  the audits
contemplated by paragraphs 12 and 13 above.



         15. In order to effect the Permitted Acquisition,  ITB will be required
to issue shares of ITB Stock (i) to LVEN in an amount equal to the result of (A)
90% times the greater of the ITB  Fairness  Opinion  Value or the LVEN  Fairness
Opinion Value,  divided by (B) the average bid price for ITB Stock during the 20
trading  days prior to the closing date (the  "Acquisition  Shares") in exchange
for 100% of the shares of Casino-Co  Stock (or the  consummation  of a merger or
asset purchase  transaction),  and (ii) to CSFB in an amount equal to the result
of (A) 10% times  the  greater  of the ITB  Fairness  Opinion  Value or the LVEN
Fairness  Opinion  Value,  divided  by (B) the  average  bid price for ITB Stock
during the 20 trading days prior to the closing date (the "Lender  Consideration
Shares") in  consideration  for Lender's  consent to the Permitted  Acquisition.
LVEN  and  CSFB  agree  that  ITB  shall  not  be  obligated  to pay  any  other
consideration  to LVEN,  Casino- Co, or CSFB in  connection  with the  Permitted
Acquisition and none of LVEN, Casino-Co,  or CSFB shall have the right to demand
or receive any such other  consideration,  and ITB agrees with CSFB that it will
not  pay  any  additional   consideration   in  connection  with  the  Permitted
Acquisition.  LVEN agrees to seek approval of the Permitted Acquisition from its
board of directors at its next scheduled  board of directors  meeting  following
the date  hereof and agrees  promptly  to notify ITB and CSFB of its receipt (or
disapproval, as applicable) of such approval. ITB agrees to seek approval of the
Permitted Acquisition from its board of directors at its next scheduled board of
directors meeting following the

                                       er.

<PAGE>



        date  hereof and agrees  promptly  to notify ITB and CSFB of its receipt
(or  disapproval,  as  applicable)  of  such  approval.  Subject  to  reasonable
extensions  for  acts  of  force  majeure,   delays   occasioned  by  commercial
complexities  that could not reasonably have been foreseen,  or delays caused by
compliance  with  legal or  regulatory  requirements,  and  subject to the prior
receipt of the approvals therefor from their respective boards of directors, ITB
and LVEN  agree to close the  Permitted  Acquisition  within 90 days of the date
hereof.



         16. When the Permitted  Acquisition is consummated,  ITB agrees that it
shall promptly thereafter cause Casino-Co to release all liens, if any, in favor
of Casino-Co with respect to the El Rancho Property.



         17. If the Permitted  Conversion is not consummated,  but the Permitted
Acquisition  is  consummated,  LVEN agrees that the delivery to it by ITB of the
Acquisition  Shares  also shall  effect  repayment  in full of the  Intercompany
Payable and any and all interest accrued and unpaid thereon.



         18. At the time of the consummating of the Permitted  Acquisition,  and
as a  condition  precedent  to its  effectiveness,  LVEN  agrees to execute  and
deliver an irrevocable  proxy respecting the Acquisition  Shares in favor of Mr.
DeSantis,  which proxy shall be irrevocable until the earlier of (w) the date on
which the CSFB Loan and all of the other  obligations of the Borrowers  owing to
CSFB under the Loan Agreement (and the related loan  documents) have been repaid
in full, (x) the date on which LVEN  distributes the  Acquisition  Shares to its
shareholders generally,  (y) the date on which LVEN sells the Acquisition Shares
to, or LVEN is acquired  by, or merged with or into,  a person or entity that is
not affiliated with LVEN or Mr. Corazzi, and (z) the date on which Mr.
DeSantis dies or becomes mentally incompetent.



         19.  Anything  contained  in  the  Loan  Agreement  (the  related  loan
documents) or the Subordination Agreement to the contrary notwithstanding,  CSFB
agrees that ITB and LVEN can  consummate  the  Permitted  Conversion  and/or the
Permitted  Acquisition  so  long  as  they  are  consummated  on the  terms  and
conditions  set forth  herein and further  agrees that LVEN shall  constitute  a
"Permitted  Holder"  under  the  Loan  Agreement;  provided,  however,  anything
contained  in this  Agreement  (including  the last  sentence  of  paragraph  15
hereof),  the Loan  Agreement,  or the  other  loan  documents  to the  contrary
notwithstanding, the failure to consummate both the Permitted Conversion and the
Permitted  Acquisition on the terms hereunder  within 90 days following the date
hereof,  for whatever  reason,  shall constitute an "Event of Default" under the
Loan Agreement.



         20.   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding,  LVEN and ITB agree amongst  themselves that LVEN and ITB shall
not be obligated to complete the  Permitted  Acquisition  if LVEN has repaid the
CSFB Loan (on behalf of ITB and in  accordance  with the  provisions of the Loan
Agreement) in accordance with a separate Bi-

                                       er.

<PAGE>



        Lateral  Agreement,  of even date  herewith,  between  LVEN and ITB. The
foregoing  is merely to reflect  an  agreement  between  LVEN and ITB and is not
intended to create any rights in favor of, or obligations on the part of, CSFB.



         21.  The  parties  hereto  agree to  execute  and  deliver  such  other
documents and to take such actions  (including  actions in  connection  with any
required regulatory approvals and actions to consummate the Acquisition on a tax
free basis) as  reasonably  may be required to carry out the purposes and intent
of this letter agreement.



         22. If any legal action or proceeding is brought by any party hereto to
enforce or construe a provision of this  Agreement,  the  unsuccessful  party in
such action or proceeding,  irrespective  of whether such actin or proceeding is
settled  or  prosecuted  to  final  judgment,  shall  pay all of the  reasonable
attorneys fees and costs incurred by the prevailing party.



         23. No amendment,  modification,  supplement,  termination, consent, or
waiver of or to any provision of this Agreement nor any consent to any departure
therefrom  shall in any event be  effective  unless the same shall be in writing
and signed by or on behalf of each of the parties hereto.



         24. This Agreement is intended by the parties as a final  expression of
their  agreement and is intended as a complete and  integrated  statement of the
terms and conditions of their agreement.



         25. This Agreement may be executed in any number of counterparts,  each
of which shall be deemed to be an original, admissible into evidence, and all of
which  together  shall be  deemed  to be a  single  instrument.  Delivery  of an
executed counterpart of this Agreement by telefacsimile shall be as effective as
delivery of a manually  executed  counterpart.  Any party delivering an executed
counterpart  of this  Agreement by  telefacsimile  also shall deliver a manually
executed  counterpart of this  Agreement,  but the failure to deliver a manually
executed counterpart shall not affect the validity,  enforceability, and binding
effect of this Agreement.





                                       er.

<PAGE>



                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Agreement as of the date first written above.





                          CREDIT SUISSE FIRST
BOSTON

                          MORTGAGE CAPITAL LLC

                               By: /s/Lance J. Graber
                                     Title: Vice President





          LAS VEGAS
          ENTERTAINMENT
          NETWORK, INC.


          By: /s/JOSEPH A. CORAZZI
           Title: President


   




          INTERNATIONAL
          THOROUGHBRED
          BREEDERS, INC.




          By: /s/Nunzio DeSantis
          Title: Chief Executive Officer

                       er.

<PAGE>