IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY

ROBERT J. QUIGLEY, FRANK A.                                   )
LEO AND THE FAMILY INVESTMENT                                 )
TRUST (Henry Brennan as Trustee),                             )
                                                              )
                           Plaintiffs,                        )
                                                              )
                  v.                                    )        C.A. No. 15919
                                                              )
NUNZIO P. DeSANTIS, MICHAEL                                   )
ABRAHAM, ANTHONY COELHO, KENNETH                              )
W. SCHOLL, JOSEPH ZAPPALA,                                    )
JOSEPH A. CORAZZI, and LAS VEGAS                              )
ENTERTAINMENT NETWORK, INC., a                                )
Delaware corporation,                                         )
                                                              )
                           Defendants,                        )
                                                              )
                  and                                         )
                                                              )
INTERNATIONAL THOROUGHBRED                                    )
BREEDERS, INC., a Delaware                                    )
corporation,                                                  )
                                                              )
                           Nominal Defendant.                 )
                                                              )
------------------------------------------)
                                                              )
                                                              )
INTERNATIONAL THOROUGHBRED                                    )
BREEDERS, INC., a Delaware                                    )
corporation,                                                  )
                                                              )
                  Nominal Defendant and                       )
                  Counterclaim Plaintiff,                     )
                                                              )
         v.                                                   )
                                                              )
ROBERT J. QUIGLEY, FRANK A.                                   )
LEO, FRANCIS W. MURRAY and                                    )
CHARLES R. DEES, JR.,                                         )
                                                              )
                  Counterclaim Defendants.                    )


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                            STIPULATION AND AGREEMENT
                      OF COMPROMISE, SETTLEMENT AND RELEASE


                  The parties to the above-captioned  consolidated civil action,
individually,  hereby  enter into the  following  Stipulation  and  Agreement of
Compromise,  Settlement and Release (the "Stipulation")  subject to the approval
of the Court:
                  WHEREAS,
                  A.  International  Thoroughbred  Breeders,  Inc.,  a  Delaware
corporation ("ITB"),  was founded in 1980 by Robert E. Brennan ("Brennan"),  who
served as ITB's Chairman of the Board and Chief Executive Officer until 1995. By
December 1996, ITB had approximately 11.6 million shares outstanding, which were
owned by  approximately  30,000  stockholders  and traded on the American  Stock
Exchange ("AMEX").
                  B. In August  1995,  Brennan  filed a voluntary  petition  for
bankruptcy  protection in the United States Bankruptcy Court for the District of
New Jersey  (the "New  Jersey  Bankruptcy  Court"),  captioned  In the Matter of
Robert E.  Brennan,  Case No.  95-35502  (KGF)  (USBC  Dist.  NJ) (the  "Brennan
Bankruptcy Action"),  as a result of a $75 million civil judgment against him in
favor of the Securities and Exchange Commission ("SEC") on a matter unrelated to
ITB. Brennan's  bankruptcy estate included 2,904,016 shares of ITB common stock,
representing approximately 25% of ITB's then outstanding common stock.
                  C.  Solely  as a  result  of the SEC  civil  judgment  against
Brennan,  in late  October  1995,  the New Jersey  Department  of Law and Public
Safety,  Division of Gaming  Enforcement  ("DGE") filed a complaint with the New
Jersey Casino  Control  Commission  ("CCC")  seeking to bar ITB's  subsidiaries,
Garden State Race Track, Inc. and Freehold Racing  Association,  from conducting
business with any casino  licensee.  In response to the DGE  complaint,  Brennan
resigned from his


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positions at ITB and its  subsidiaries.  Pursuant to a settlement  with the DGE,
Brennan agreed to divest his approximately 25% interest in ITB.
                  D. On December 5, 1996,  Brennan entered into a stock purchase
agreement (the "Stock Purchase Agreement") in which he agreed to sell all of his
ITB  shares to NPD,  Inc.  ("NPD"),  which is owned  78% by  Nunzio P.  DeSantis
("DeSantis")  and 22% by  Anthony  Coelho  ("Coelho").  The  purchase  price for
Brennan's ITB shares was $11,616,064 (subject to certain potential  post-closing
adjustments),  half of which was  payable at  closing  and half in the form of a
note in the amount of  $5,808,032,  plus  interest  (the "NPD Note").  The Stock
Purchase  Agreement  also  provided  that NPD would  establish  an  unsecured $5
million  revolving  line of  credit  in  favor of ITB  (the  "Revolving  Line of
Credit").  Pursuant to the Stock Purchase  Agreement,  NPD pledged the purchased
shares as security for NPD's  performance  under the NPD Note,  which shares are
currently held in escrow by Brennan's counsel,  Cole, Schotz,  Meisel,  Forman &
Leonard,  P.C. ("Cole Schotz").  Pursuant to the Stock Purchase  Agreement,  NPD
granted options to purchase portions of the purchased shares to (i) Robert Green
("Green"), (ii) AutoLend Group, Inc. ("AutoLend"), a publicly traded corporation
in which DeSantis is the chief executive  officer and a substantial  stockholder
and both DeSantis and Coelho are directors, and (iii) DeSantis.
                  E. On December 20, 1996,  the ITB board of directors (the "ITB
Board") adopted a by-law  provision  requiring the affirmative  vote of not less
than 75% of the entire ITB Board to effectuate certain transactions,  including:
(i) a merger;  (ii) the  purchase or sale of assets for  proceeds of at least $1
million;  (iii) the issuance of capital stock, options,  warrants or securities;
(iv) the  execution of any  employment,  consulting or similar  agreements  with
officers, directors or key employees; (v) the borrowing of $3 million or more by
ITB; (vi) the filling of any vacancy on the ITB


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     Board; (vii) the determination of management's nominees for election to the
ITB Board;  and (viii) any future  amendments  by the ITB Board to ITB's by-laws
(the "Supermajority  By-law"). F. On January 10, 1997, the New Jersey Bankruptcy
Court approved the first  amendment to the Stock Purchase  Agreement (the "First
Amendment")  and authorized  Brennan to sell his ITB shares to NPD in accordance
with the First Amendment. The First Amendment provides for limited guarantees by
DeSantis  and  AutoLend  of  NPD's  obligations,  and  for  AutoLend  to  pledge
$2,000,000  in  cash  collateral  to  Brennan  to  secure  its  guaranty,  which
$2,000,000  is being held in escrow by Brennan's  counsel,  Cole  Schotz,  in an
interest-bearing account. G. Upon the closing of the Stock Purchase Agreement on
January 15, 1997,  defendants  DeSantis,  Coelho,  Kenneth S. Scholl ("Scholl"),
Michael Abraham  ("Abraham") and Joseph Zappala ("Zappala")  (collectively,  the
"Director  Defendants") became directors of ITB,  representing a majority of the
ITB  Board.  However,  Zappala's  appointment  to the ITB Board  did not  become
effective  until January 25, 1997. H. The Director  Defendants  contend that the
ITB Board repealed the Supermajority By-law during March 1997 in connection with
the CSFB Loan Agreement  (defined  below).  I. On September 10, 1997, a verified
complaint  was filed in the Delaware  Court of Chancery (the  "Delaware  Court")
captioned  John  Mariucci,  Robert J. Quigley,  Charles R. Dees,  Jr.,  James J.
Murray,  Francis W. Murray,  Frank A. Leo and The Family Investment Trust (Henry
Brennan as Trustee) v. Nunzio P.  DeSantis,  Michael  Abraham,  Anthony  Coelho,
Kenneth W. Scholl and Joseph Zappala and ITB (nominal defendant), C.A. No. 15918
(the  "Section 225  Action").  The  complaint in the Section 225 Action sought a
declaration  that  Frank  Koenemund,  John  Mariucci  and  James W.  Murray  are
directors of ITB and that the individual  defendants  therein were never validly
appointed to the ITB Board.  Plaintiffs  in the Section 225 Action  alleged that
the resignations of


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Koenemund,  Mariucci  and  Murray  from  the ITB  Board  in  January  1997  were
ineffective  because NPD failed to lend monies to ITB pursuant to the  Revolving
Line of Credit.  The Delaware Court  dismissed the Section 225 Action on October
14, 1997.
                 
     J. On or about September 10, 1997 a verified derivative complaint captioned
Robert J. Quigley,  Frank A. Leo and The Family  Investment Trust (Henry Brennan
as Trustee) v. Nunzio P. DeSantis,  Michael Abraham,  Anthony Coelho, Kenneth W.
Scholl, Joseph Zappala,  Joseph A. Corazzi and Las Vegas Entertainment  Network,
Inc. and International Thoroughbred Breeders, Inc., C.A. No. 15919-NC, was filed
in the Delaware Court, alleging that the defendants therein  (collectively,  the
"Defendants")  acted in  contravention  of ITB's  by-laws,  Delaware law and the
individual Defendants' fiduciary duties (the "Quigley Action")

                  K. The  complaint  in the Quigley  Action  challenges  certain
actions or transactions which were purportedly  undertaken by ITB and various of
the Defendants since January 1997, allegedly at the behest of the Defendants and
purportedly without the requisite vote necessary under the Supermajority By-law,
in contravention of Delaware law and the Director Defendants'  fiduciary duties,
including:
                 
          (1)       A loan agreement (the "CSFB Loan Agreement") in which Credit
Suisse First Boston Mortgage Capital LLC ("CSFB") loaned $55 million to ITB (the
"CSFB  Loan") in exchange  for (i) a first  mortgage  on the land and  buildings
comprising  the former El Rancho Hotel and Casino in Las Vegas,  Nevada owned by
Orion Casino Corporation ("Orion"),  a wholly-owned  subsidiary of International
Thoroughbred Gaming Development  Corporation,  a wholly-owned subsidiary of ITB,
as  described  in  Schedule  K(1)  attached  hereto and  incorporated  herein by
reference  (the "El Rancho  Property"),  (ii) a first  mortgage  on the land and
buildings comprising Garden State Race Track ("Garden State"), and (iii) a third
mortgage on the land and buildings comprising Freehold


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Raceway  ("Freehold").  In  connection  with the CSFB Loan  Agreement,  CSFB was
granted warrants to purchase 546,847 ITB shares immediately,  and is entitled to
receive warrants to purchase an additional 497,153 ITB shares upon the provision
of additional funding to ITB.

     (2) An agreement (the "Tri-Party  Agreement") among ITB, CSFB and Las Vegas
Entertainment   Network,  Inc.  ("LVEN"),  of  which  Defendant  Joseph  Corazzi
("Corazzi")  is an  officer  and  director,  pursuant  to which ITB  issued  (i)
2,093,868  ITB shares to Casino-Co  Corporation  ("Casino-Co"),  a subsidiary of
LVEN,  purportedly in exchange for the  satisfaction and cancellation of a $10.5
million note from ITB to LVEN plus accrued  interest and (ii) 232,652 ITB shares
to CSFB in  consideration  for CSFB's consent to such  transaction with LVEN. In
connection with the Tri-Party Agreement,  LVEN and Casino-Co granted to DeSantis
a proxy to vote the 2,093,868 ITB shares. The Tri-Party Agreement also obligated
ITB to issue  additional ITB shares to LVEN in exchange for the  cancellation of
LVEN's  contingent,  future interest in the profits of the undeveloped El Rancho
Property (the "Future Interest Purchase"), and to issue additional shares of ITB
stock  to CSFB in  consideration  for  CSFB's  consent  to the  Future  Interest
Purchase.  (3) An agreement  between ITB and LVEN (the "Bi-Lateral  Agreement"),
which  allegedly  would reduce ITB's recovery on its investment in the El Rancho
Property  if the  Future  Interest  Purchase  is  not  completed.  (4) A  letter
agreement between ITB and D&C Gaming Corporation,  a Delaware  corporation ("D&C
Gaming"), which is owned by DeSantis and Corazzi, pursuant to which ITB paid D&C
Gaming  $600,000  for an option to purchase  potential  leasehold  interests  in
certain New Mexico  racetracks (the "New Mexico Leases").  (5) The purchase of a
racetrack in Ontario,  Canada (the "Ontario  Racetrack"),  by a company in which
DeSantis holds an 80% interest.


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     (6) Agreements granting DeSantis,  Coelho and Zappala certain  compensation
packages,  benefits  and  options to  purchase  ITB  shares,  including:  (a) An
agreement  between  ITB and  DeSantis  granting  DeSantis  options to purchase 5
million shares of ITB stock, which options are subject to stockholder  approval.
(b) An agreement  between ITB and Coelho  granting  Coelho options to purchase 1
million shares of ITB stock, which options are subject to stockholder  approval.
(c) An  employment  agreement  obligating  ITB to pay DeSantis  $450,000 in base
salary per year for ten years, plus bonuses, six weeks paid vacation, $1,500 per
month car allowance and a $5,000 per month  "non-accountable  expense  account."
(d)  Consulting  contracts  obligating  ITB to pay each of  Zappala  and  Coelho
$10,000 per month,  on a  month-to-month  basis. L. The complaint in the Quigley
Action alleges, among other things, that the Director Defendants (i) ignored and
continuously   violated  the  requirements  of  the  Supermajority  ByLaw;  (ii)
improperly  and  erroneously  announced that the  Supermajority  By-Law had been
repealed;  (iii) distorted ITB Board minutes relating to the purported repeal of
the Supermajority  By-Law;  (iv) caused ITB to approve the Tri-Party  Agreement,
the  Bi-Lateral  Agreement and the CSFB Loan Agreement in  contravention  of the
Supermajority  By-Law,  Delaware  law,  their  fiduciary  duties and in order to
promote the  interests of LVEN,  DeSantis  and Corazzi;  (v) caused ITB to enter
into  wasteful  compensation,  employment  and  consulting  agreements  favoring
DeSantis, Coelho and Zappala; (vi) caused ITB to enter into the letter agreement
with D&C Gaming in  connection  with the New  Mexico  Leases in order to benefit
DeSantis and Corazzi; (vii) usurped corporate  opportunities relating to the New
Mexico  Leases  and the  Ontario  Racetrack;  and (viii)  manipulated  ITB Board
processes for their own advantage in  contravention  of their fiduciary  duties.
The Quigley Action seeks a declaratory


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judgment  that  the  actions  taken  by  the  Director   Defendants  in  alleged
contravention  of the  Supermajority  By-Law,  Delaware  law and  the  fiduciary
obligations  of the Director  Defendants  are void and should be rescinded.  The
Quigley  Action  also  seeks  to  recover  alleged  damages  suffered  by ITB in
connection with the challenged actions.

     M. Defendants in the Quigley Action,  except Corazzi (who filed a motion to
dismiss for lack of personal  jurisdiction),  filed  answers to the complaint in
the Quigley Action denying the material allegations of the complaint.  Defendant
ITB also asserted counterclaims (the "Counterclaims")  against plaintiffs Robert
J.  Quigley  ("Quigley")  and Frank A. Leo  ("Leo"),  and joined  the  following
persons as counterclaim-defendants:  Francis W. Murray ("Murray") and Charles R.
Dees, Jr. ("Dees") (collectively, the "Counterclaim-Defendants").

     N.  ITB's   Counterclaims   challenge   certain   actions  or  transactions
purportedly   taken   by  some  or  all  of  the   Counterclaim-Defendants,   in
contravention of Delaware law and the Counterclaim-Defendants' fiduciary duties,
including:

     (1)  The  adoption  of  the  Supermajority   By-law  by  the  Counterclaim-
Defendants on December 20, 1996,  allegedly without  disclosing its adoption (i)
in ITB's  January 15, 1997  Information  Statement  filed with the SEC or in any
other  SEC  filings,  (ii) to NPD,  or (iii)  to the  Director  Defendants,  who
allegedly  did not learn of the  existence  of the  Supermajority  By-law  until
approximately March 1997. (2) The Counterclaim-Defendants'  continued assertions
that the Supermajority By-law was not validly repealed by the ITB Board. (3) The
Counterclaim-Defendants'  alleged continued affiliation with Brennan,  which has
been the subject of a CCC and DGE investigation.


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     (4) The Counterclaim-Defendants' alleged interference with ITB's ability to
engage a new independent  auditor after ITB's former audit firm, Moore Stephens,
P.C.,   was   terminated   by  ITB  on  or  about   August  6,   1997,   in  the
Counterclaim-Defendants'  belief that a larger  national firm would better serve
ITB's  needs.  ITB was delayed in retaining a new outside  audit firm,  and as a
result,  was unable to comply with certain SEC reporting  requirements,  thereby
resulting in the suspension of trading in ITB stock on AMEX.

     (5) The  alleged  purchase by  Counterclaim-Defendants  Murray and Leo of a
Florida cruise ship which is used for gaming.

     (6) The alleged use of corporate charge cards and cellular phones belonging
to ITB for non-ITB  business  by Murray,  and the  purchase by Murray,  at ITB's
expense,  of computer and office  equipment,  which has not yet been returned to
ITB.

     (7) The  Counterclaim-Defendants'  alleged  attempts to interfere  with the
discharge of duties by ITB employees.

                  O. ITB's Counterclaims allege that the Counterclaim-Defendants
(i)  enacted,  asserted  the  validity  of,  and  opposed  the  removal  of, the
Supermajority  By-law  purportedly  in order to aid  Brennan  in  continuing  to
exercise control and influence over the business affairs of ITB; (ii) improperly
interfered  with ITB's ability to arrange a second  tranche of financing for ITB
from CSFB because of their continued assertion that the Supermajority By-law has
not been  repealed;  (iii)  improperly  interfered  with ITB's ability to engage
independent  auditors,  thereby  causing ITB to be delinquent in its SEC filings
and  causing  the  suspension  of  trading  in ITB's  stock on AMEX;  (iv)  used
corporate funds for their personal  benefit  (Murray only);  and (v) usurped ITB
corporate  opportunities by acquiring interest in a Florida cruise ship used for
gaming  (Murray and Leo only).  The  Counterclaims  seek (i)  injunctive  relief
enjoining the Counterclaim-Defendants from, among other


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things,   interfering  in  ITB's  day-to-day  business   operations,   (ii)  the
establishment of a constructive  trust over certain assets  purportedly owned or
controlled by Murray and Leo,  (iii) a  declaratory  judgment that the purported
Supermajority By-Law has been repealed, and (iv) money damages.
                  P.   The    Counterclaim-Defendants    denied   all   of   the
Counterclaims.  In  further  response  to the  Counterclaims,  Murray  brought a
counterclaim  against  ITB  (the  "Murray   Counterclaim")   alleging  that  ITB
wrongfully  terminated Murray from his position at ITB and failed to pay certain
compensation to Murray. ITB filed an answer to the Murray  Counterclaim  denying
all material allegations therein.

     Q. On or about September 11, 1997 a separate verified derivative  complaint
captioned James Rekulak v. Nunzio P. DeSantis,  Michael Abraham, Anthony Coelho,
Kenneth W. Scholl, Joseph Zappala, Joseph A. Corazzi and Las Vegas Entertainment
Network, Inc. and International  Thoroughbred Breeders, Inc., C.A. No. 15920-NC,
was commenced in the Delaware Court  alleging that the defendants  therein acted
in  contravention  of ITB's by-laws,  Delaware law and the Director  Defendants'
fiduciary  duties (the "Rekulak  Action").  The allegations  made and the relief
sought in the Rekulak  Action are  virtually  identical  to those in the Quigley
Action.

     R. On or about October 30, 1997 a separate  complaint  captioned Robert Wm.
Green  v.  Nunzio  P.  DeSantis,  Joseph  Corazzi,  Anthony  Coelho,  Las  Vegas
Entertainment  Network,  Inc.  and NPD,  Inc.  was  filed in the  United  States
District  Court for the  District of New Jersey,  alleging  that the  defendants
therein acted in contravention  of ITB's by-laws,  their fiduciary  duties,  and
their contractual obligations in connection with Green's interests pertaining to
ITB (the "Green Action").

     S. On or about November 17, 1997 a separate  complaint  captioned NPD, Inc.
v. Robert J. Quigley,  Francis W. Murray,  Frank A. Leo,  Charles R. Dees,  Jr.,
John Mariucci,  Frank Koenemund and James J. Murray,  C.A. No.  97-CV-5657,  was
filed in the United States District Court


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for the District of New Jersey,  alleging fraudulent and conspiratorial  conduct
by the defendants  therein in connection with the Stock Purchase  Agreement (the
"NPD Action").
                  T. Brennan contends in the Brennan Bankruptcy Action that NPD,
and thereby  DeSantis and Coelho,  breached  their  obligations  under the Stock
Purchase  Agreement to, among other things,  fund the Revolving  Line of Credit,
and that certain other actions  taken by certain of the  Defendants  and NPD, as
alleged in the  complaint  in the Quigley  Action,  purportedly  undermined  the
ability of Brennan's  bankruptcy estate to collect on the NPD Note,  diluted and
devalued the ITB shares pledged by NPD pursuant to the Stock Purchase Agreement,
and  allegedly  interfered  with the ability of Brennan's  bankruptcy  estate to
realize appreciation on the ITB shares (collectively,  the "Bankruptcy Claims").
Accordingly,  Brennan issued subpoenas in connection with the Brennan Bankruptcy
Action to compel the examination of two ITB officers. In response, a Stipulation
and Order was entered by the New Jersey Bankruptcy Court permitting Brennan, his
trustee in the Brennan  Bankruptcy  Action,  Donald F.  Conway (the  "Bankruptcy
Trustee"),  the unsecured  creditors  committee in the Brennan Bankruptcy Action
and the SEC to  participate  in certain  discovery in the Quigley Action and the
Rekulak Action.

     U.  On  January  14,  1998,  the  Quigley  Action  and the  Rekulak  Action
(collectively,  the  "Derivative  Action")  were  consolidated  by  order of the
Delaware Court. Thereafter, the Delaware Court scheduled trial of the Derivative
Action to  commence  in late May 1998.  "Plaintiffs"  hereinafter  refers to the
plaintiffs and Counterclaim-Defendants in the Derivative Action.

     V. On or about  February  24,  1998, a complaint  captioned  Myron  Harris,
derivatively on behalf of International  Thoroughbred Breeders, Inc., a Delaware
corporation v. Nunzio P. DeSantis,  Anthony Coelho,  Kenneth W. Scholl,  Michael
Abraham, Joseph Zappala, Frank A. Leo, Robert J. Quigley,  Charles R. Dees, Jr.,
and Francis W. Murray, C.A. No. 98-CV-517 (JBS) was


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filed in the United  States  District  Court for the District of New Jersey (the
"Harris  Action").  The factual  allegations  and claims  asserted in the Harris
Action are virtually identical to those in the Derivative Action,  including the
Counterclaims.  The defendants in the Harris Action have  collectively  moved to
dismiss the  complaint on the grounds that the claims are  duplicative  of those
asserted in the prior pending  Delaware Action in the Delaware  Court,  and that
judicial and party  resources would be conserved if all such claims were pursued
in the Derivative  Action.  The Harris Action and the Actions (as defined below)
are sometimes hereafter collectively referred to as the "Litigations."

                  W. During the discovery in the Derivative  Action, the parties
commenced  (but did not  complete) the  production  of documents,  commenced the
deposition of  Christopher C. Castens  (ITB's  general  counsel),  completed the
deposition  of James J.  Murray (a  former  ITB  director),  and  commenced  the
deposition of Roger A. Tolins (ITB's former outside counsel). As a result of the
parties' settlement  agreement (the "Settlement") set forth in this Stipulation,
further discovery in the Derivative Action was discontinued.

                  X. In January 1998, the parties began  negotiations  regarding
the possible settlement of the Quigley Action, the Green Action, the NPD Action,
and the Bankruptcy Claims  (collectively the "Actions").  Following vigorous and
protracted  negotiations  regarding the terms of the possible  settlement of the
Actions,  the parties  agreed to the  Settlement.  The  plaintiff in the Rekulak
Action has agreed to dismiss his action with  prejudice  upon the Delaware Court
Approval (as defined in subsection 2(a) below)
                  Y. In  anticipation  of the  Settlement and the sale of the El
Rancho Property  contemplated  thereby, LVEN is negotiating the possible sale of
the El Rancho  Property with third parties.  In that regard,  on March 27, 1998,
LVEN entered into an Acquisition Agreement (the "APW Acquisition Agreement"), by
and between itself and American Pastime West II LLC ("APW") pursuant


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to which  the  entire  El  Rancho  Property  may be  sold,  subject  to  various
enumerated  terms and  conditions  and  pursuant to and in  accordance  with the
Settlement.  Pursuant  to the APW  Acquisition  Agreement,  and  subject  to the
various conditions,  representations  and warranties therein,  including without
limitation,  representations  and  warranties  by LVEN  and APW,  the El  Rancho
Property  would be sold for  Sixty-Two  Million  Five Hundred  Thousand  Dollars
($62,500,000)  (the "El Rancho Purchase Price"),  which El Rancho Purchase Price
would be distributed in accordance  with the following  schedule,  to the extent
such moneys  exist:  (i) first,  $44.2  million to either CSFB, to be applied in
reduction  of the CSFB Loan in  accordance  with the terms of the CSFB  Approval
Agreement (as defined below), or to any Alternative Lender (as defined below) in
accordance  with any agreement  therewith,  as the case may be; (ii) second,  to
LVEN's share (as provided in the APW Acquisition  Agreement) of the costs of the
closing of the sale of the El Rancho  Property;  (iii) third,  $4.375 million to
Francis A.  Zarro,  Jr. (a  principal  of APW);  (iv)  fourth,  $7.1  million to
DeSantis,  less any amounts paid to DeSantis or NPD pursuant to the  Settlement;
(v) fifth,  $1 million to Zappala (of which  $200,000 will be paid by Zappala to
ITB pursuant to Section 7 below); and (vi) last, any remaining balance to LVEN.
                  Z. On April 17, 1998, the ITB Board authorized the exploration
of strategic  opportunities for ITB,  including a possible merger or sale of all
of the  Company's  assets,  and the  possible  hiring of a financial  advisor to
assist in that  activity.  In  connection  with the ITB Board's  exploration  of
strategic   opportunities  for  ITB,  ITB  negotiated  an  asset  purchase/lease
agreement  with  Greenwood  New  Jersey,  Inc.  ("Greenwood"),   a  wholly-owned
subsidiary of Greenwood Racing, Inc. which is the operator of Philadelphia Park.
Subject  to the  satisfaction  of  numerous  conditions  by  Greenwood  and ITB,
including the receipt of a fairness opinion by the ITB Board and approval of the
transaction  by the holders of a majority of ITB's common stock,  Greenwood will
purchase all of the


                                                      -13-

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<PAGE>



real  property and related  assets at Freehold and will lease the real  property
and related assets at Garden State (the "Greenwood Transaction"). Greenwood will
purchase  Freehold  for $33 million cash and a $12 million  non-contingent  note
payable in full  within  seven years after  closing.  ITB also will  receive $10
million in  contingent  notes from  Greenwood,  including  (i) a $5 million note
payable in the event  Greenwood  receives,  within  three years of closing,  all
approvals necessary to operate an off-track betting facility ("OTB Facility") at
Garden  State;  (ii) a $3 million  note  payable in the event New Jersey  enacts
legislation  within  three years of closing  that would  permit  Garden State or
Freehold to own and operate OTB Facilities other than at Garden State; and (iii)
a $2 million  note  payable in the event New Jersey  enacts  legislation  within
three years of closing  that permits  Greenwood  to engage in New Jersey-  based
telephone  account  pari-mutuel  wagering  on horse  racing  and  through  which
Greenwood opens new accounts from New Jersey residents.  Greenwood Racing,  Inc.
will guarantee the performance by Greenwood of all  obligations  under the notes
and the notes will be secured by junior  mortgages  on  Freehold.  The  purchase
price will be  increased  as follows:  (i) if within five years of closing,  New
Jersey enacts  legislation  permitting  the operation of slot machines at Garden
State,  Freehold or any OTB  Facilities  owned and  operated by  Greenwood  as a
result of  Greenwood's  ownership of either Garden State or Freehold,  Greenwood
will pay 10% of the gross wins from the slot  machines  for ten  years;  (ii) if
within two years of  closing,  New Jersey  requires a portion of  Atlantic  City
casino gambling revenues to be paid to New Jersey race tracks,  including Garden
State and  Freehold,  Greenwood  will pay 50% of the net cash  received for four
years;  and (iii) if within two years of closing,  New Jersey enacts any subsidy
that would produce direct  measurable  financial  benefit to Garden State and/or
Freehold,  Greenwood  will  pay 50% of net cash  received  for  four  years.  In
addition,  Greenwood  will lease  Garden  State for  $100,000 per year for seven
years, renewable for an additional three years. During the lease term, Greenwood
will have the option to purchase a ten acre


                                                      -14-

RLF1-172171-1

<PAGE>



parcel at fair market  value,  and will have certain  rights of first refusal in
the event ITB seeks to sell  Garden  State.  In  connection  with the  Greenwood
lease,  ITB may not sell Garden State to any entity during the first year of the
lease, and during the four years after closing, ITB may not sell Garden State to
any  entity  that  will use  Garden  State for horse  racing  or  gambling.  The
foregoing  is a  summary,  and the  complete  terms  of the  proposed  Greenwood
Transaction will be available in ITB's public filings.  The proposed  Settlement
of  the  Actions  is not  dependent  upon  the  consummation  of  the  Greenwood
Transaction.
                  AA.  In  connection  with  the   negotiations   regarding  the
Settlement  of the  Actions,  and because CSFB would be affected by the terms of
the Settlement and because numerous defaults exist under the CSFB Loan Agreement
which ITB has requested that CSFB waive, the Plaintiffs began  negotiations with
CSFB regarding the possible  alteration of the CSFB Loan Agreement and the terms
of the  CSFB  Loan.  In  order  to  effectuate  and  reflect  the  terms  of the
Settlement,  CSFB and ITB are  negotiating  an  agreement  (the  "CSFB  Approval
Agreement") to be effective  immediately upon the execution  thereof by ITB, its
subsidiaries and CSFB following the unanimous approval thereof by the entire ITB
Board (the "CSFB  Effective  Date"),  except  with  respect to those  agreements
contained  therein which,  by their terms,  only become  effective upon the LVEN
Effective  Date or the NPD  Effective  Date (each as  hereinafter  defined),  as
applicable. In the event that ITB and CSFB are unable to agree upon the terms of
the CSFB  Approval  Agreement,  ITB expects to complete a financing  arrangement
with an alternative lender (the "Alternative Lender"), to be entered into by the
parties  thereto and approved by LVEN pursuant to Section 24 below,  in order to
pre-pay  the CSFB Loan and to proceed  with this  Settlement  (the  "Alternative
Financing Agreement").

     BB.  On May 18,  1998,  the New  Jersey  Bankruptcy  Court  in the  Brennan
Bankruptcy Action issued, ex parte, a temporary restraining order, as amended by
consent on May 27, 1998 (the


                                                      -15-

RLF1-172171-1

<PAGE>



"TRO"),  which  restrains and enjoins Henry  Brennan,  as trustee for The Family
Investment  Trust,  from  transferring,  hypothecating,  lending,  distributing,
disposing,  concealing,  dissipating  or otherwise  effecting  any change in the
legal or  beneficial  interest  in any  assets,  funds or other  property of The
Family Investment Trust and any interest therein. Although The Family Investment
Trust (Henry  Brennan as Trustee)  has agreed to settle the Actions  pursuant to
the terms of this Stipulation, as a result of the TRO Henry Brennan is currently
unable to execute this  Stipulation.  Henry Brennan is promptly  undertaking  to
obtain relief from the TRO in order to execute this Stipulation.
                  CC. The parties to the Actions, through their attorneys,  have
conducted  extensive  investigation  and  evaluation  of  the  facts  and  legal
principles   underlying  their  respective  claims.  In  connection  with  their
investigation  and  evaluation,  the parties'  counsel have  carefully  reviewed
thousands  of pages of  documents  produced in  connection  with the Section 225
Action  and  the  Derivative  Action,   conducted  factual  and  legal  research
concerning the viability of their claims,  conducted several formal and informal
fact  interviews  with  relevant   knowledgeable   persons,   and  took  certain
depositions.
                  DD.  After  considering  all of the above,  all parties to the
Actions  have  concluded  that:  (i) under all of the  circumstances,  there are
uncertainties as to whether the various parties will prevail on their respective
claims raised in the Actions;  (ii) continued prosecution of the Actions will be
costly;  (iii) the Settlement as hereinafter  described will benefit ITB and its
over  30,000  public  stockholders;  and  (iv)  under  all of the  circumstances
presented, further prosecution of the Actions or of any other actions between or
among the parties based upon the Settled  Claims (as defined below) would not be
in the best  interests  of ITB or its  stockholders.  All parties to the Actions
therefore consider it desirable and in the best interests of the stockholders of
ITB to resolve finally all matters at issue in the Actions,  and to that end, to
settle the Actions upon the terms hereinafter set forth.


                                                      -16-

RLF1-172171-1

<PAGE>



                  EE. All parties in the Actions  have  vigorously  denied,  and
continue to deny, all liability with respect to the claims in the Actions,  deny
that they engaged in any wrongdoing,  including,  without limitation,  deny that
they  committed  any  violation of law,  deny that they  breached any  fiduciary
duties,  and deny that any of them are subject to any  liability  whatsoever  by
reason of the matters  complained of in the Actions.  The parties to the Actions
have  nevertheless  agreed,  in the interests of all concerned,  including ITB's
public  stockholders,  to settle and compromise the Actions on terms hereinafter
set forth in order to avoid further  substantial  expense to the parties,  avoid
the inconvenience and distraction of burdensome and protracted  litigation,  and
in order to put to rest and finally terminate the Settled Claims (as hereinafter
defined).
                  NOW,  THEREFORE,  IT IS STIPULATED AND AGREED,  subject to the
approval of the Delaware  Court  pursuant to Rule 23.1 of the Rules of the Court
of Chancery, as follows:

                                 THE SETTLEMENT
                  1. Upon the execution of this  Stipulation  by all persons and
entities hereto (the "Signing  Date"),  the parties shall  immediately  effect a
standstill of all of their respective proceedings as to the other parties hereto
in the Actions.
                  2. The  Settlement  shall be  effective  with respect to LVEN,
Corazzi,  Casino-Co,  CountryLand Properties,  Inc. and Las Vegas Communications
Corporation (collectively, the "LVEN Parties") and, only to the extent necessary
under Section 4 hereof, to the other parties to this Stipulation,  upon the date
on which the last of the  following  approvals  is received  and action is taken
(the "LVEN Effective Date"):


                                                      -17-

RLF1-172171-1

<PAGE>



     (a) execution of this  Stipulation  by The Family  Investment  Trust (Henry
Brennan  as  Trustee)  and the  final  approval  by the  Delaware  Court  of the
Settlement and the expiration of all appeal periods,  as set forth in Section 20
below ("Delaware Court  Approval");  and (b) full execution of the CSFB Approval
Agreement or the Alternative Financing Agreement, as the case may be, and LVEN's
approval  thereof as provided in Section 24 below.  3. The  Settlement  shall be
effective  with respect to all parties other than the LVEN Parties upon the date
on which the last of the  following  approvals  is received  and action is taken
(the "NPD Effective Date"):  (a) Delaware Court Approval;  (b) full execution of
the CSFB Approval Agreement or the Alternative Financing Agreement; (c) approval
by the New  Jersey  Bankruptcy  Court  in the  Brennan  Bankruptcy  Action  (the
"Brennan  Bankruptcy  Approval") of (i) the assumption by ITB of the NPD Note in
accordance  with the terms of, and following the  satisfaction of the conditions
with  respect  thereto  set  forth  in,  the  CSFB  Approval  Agreement  or  the
Alternative Financing Agreement, as the case may be, (ii) the return of the $2.0
million  cash  collateral  held by Cole  Schotz to  AutoLend  plus all  interest
actually  accrued  thereon  in  the  account(s)  in  which  the  same  has  been
maintained,  (iii) the  release  of claims as  provided  in Section 15 below and
Exhibit A hereto,  (iv) the execution of this Stipulation by Brennan and (v) the
delivery  by the  Bankruptcy  Trustee  of  releases  substantially  in the  form
attached  hereto as Exhibit A to all parties to the  Stipulation  and to CSFB in
the  event  the  CSFB  Approval  Agreement  is  executed  by ITB and  CSFB  (the
"Bankruptcy Trustee Releases");


                                                      -18-

RLF1-172171-1

<PAGE>



     (d) approval by the United States  Bankruptcy Court for the District of New
Mexico  (the  "New  Mexico  Bankruptcy  Court")  with  respect  to the  AutoLend
bankruptcy  (the  "AutoLend  Bankruptcy  Approval")  of (i) the  termination  of
AutoLend's  option to purchase the NPD Shares,  (ii) the repayment at a discount
of the loan from  AutoLend to NPD  related to NPD's  purchase of the NPD Shares,
and the  termination  of the related  security  documents,  (iii) the release of
claims  as  provided  in  Section  15 below and  Exhibit A hereto;  and (iv) the
assumption of ITB's office lease in Albuquerque,  New Mexico; (e) each of Green,
Casino-Co,  LVEN,  AutoLend and DeSantis  shall  immediately  and  automatically
release any and all of his or its respective  interests in and to the NPD Shares
(collectively,   the  "NPD  Pledge  Release")  and  shall,  in  form  reasonably
satisfactory  to ITB and NPD, have  represented,  warranted  and certified  such
release in writing to ITB and NPD;  and (f) the  Bankruptcy  Trustee  shall have
delivered the Bankruptcy Trustee Releases.  4. Upon the LVEN Effective Date, the
parties  agree  as  follows:  (a) The  Bi-Lateral  Agreement  and the  Tri-Party
Agreement shall be deemed terminated immediately and automatically, and shall be
of no further  force or effect.  (b) ITB shall:  (i)  deposit  into  escrow (the
"Escrow"),  with an escrow agent (the "Escrow Agent") to be mutually agreed upon
by the Plaintiffs and Defendants,  an executed and otherwise  recordable  Grant,
Bargain and Sale Deed (the "Deed"),  with the "Grantee" name in blank, to the El
Rancho  Property,  such deed to be held in Escrow,  subject to the provisions of
subsection  4(c) below in the event the CSFB  Approval  Agreement is executed by
ITB and CSFB,  for a period  commencing  on the date of mailing of the Notice of
this  Settlement to ITB's  stockholders  (the "Mailing  Date") as required under
Section 21 below and ending on the earlier to occur of (A) the two hundred


                                                      -19-

RLF1-172171-1

<PAGE>



and seventieth (270th) day thereafter, or (B) any earlier date or event provided
for in the CSFB Approval Agreement or the Alternative  Financing  Agreement,  as
the  case  may  be  (the  "Escrow  Period");  (ii)  execute  appropriate  escrow
instructions  for the Escrow Agent, in customary form and mutually  agreeable to
the parties,  incorporating  the terms hereof and the applicable terms set forth
on Schedule 4(b), and otherwise  specifically granting to LVEN the right to make
a  Disposition  Sale (as defined in subsection  4(b)(6)  below) of the El Rancho
Property in accordance with the terms of the Stipulation,  subject,  however, to
the  rights of either  CSFB or the  Alternative  Lender  with  respect to the El
Rancho  Property as set forth in the CSFB Approval  Agreement or the Alternative
Financing  Agreement,  as the case may be; and (iii) provide appropriate limited
representations  and warranties,  in the form provided in Schedule 4(b) attached
hereto and incorporated  herein by reference,  to any purchaser of the El Rancho
Property if required in order to effect a  Disposition  Sale.  During the Escrow
Period,  LVEN will have, and is hereby  granted,  the exclusive  right to make a
Disposition Sale of the El Rancho Property,  subject,  however, to the rights of
either CSFB or the Alternative  Lender with respect to the El Rancho Property as
set forth in the CSFB Approval Agreement or the Alternative Financing Agreement,
as the case may be, and the rights of ITB under subsection  4(b)(4) below,  upon
the following terms:

     (1) ITB will continue to be responsible for all operating costs incurred in
the ordinary course of business (including existing interest and other financing
costs), but expressly  excluding all improvements or other capital  expenditures
associated  with its  ownership of the El Rancho  Property  ("Carrying  Costs"),
during the one hundred twenty (120) day period immediately following the Mailing
Date (the "LVEN Exclusive Marketing Period"),  plus the Carrying Costs during an
additional  period  of up to  sixty  (60)  days  following  the end of the  LVEN
Exclusive Marketing Period in the event the LVEN Effective Date has not occurred
(the "Extension Period"). After the


                                                      -20-

RLF1-172171-1

<PAGE>



expiration of the LVEN Exclusive  Marketing Period and the Extension  Period, if
any, and through the  remainder of the Escrow  Period,  LVEN shall pay ITB on or
before the fifth day of each consecutive  calendar month, in advance, 50% of the
Carrying  Costs for such calendar  month;  provided that if LVEN fails timely to
pay its share of the  Carrying  Costs for any  month,  the Escrow and the Escrow
Period shall  immediately  and  automatically  terminate.  If the LVEN Exclusive
Marketing  period  terminates  on other than the first day of a calendar  month,
LVEN  shall  also pay ITB a pro rata  portion  of its share of  Carrying  Costs,
determined by the Per Diem Rate (as  hereinafter  defined),  for the period from
and including  the first  calendar day  following  the  termination  of the LVEN
Exclusive  Marketing Period and the Extension Period, if any, through the end of
that calendar month, such payment to be made on the first calendar day following
termination of the LVEN Exclusive  Marketing Period and the Extension Period, if
any.  LVEN's  payment of its share of the  Carrying  Costs  shall be in cash (US
dollars) by wire transfer of  immediately  available  funds  pursuant to written
wire transfer  instructions  given by ITB to LVEN from time to time and received
by LVEN at least two (2)  business  days prior to the date a payment is due. The
parties agree that the Carrying Costs,  on a per diem basis,  are Three Thousand
One  Hundred  and  Sixty-One   Dollars   ($3,161.00)   (the  "Per  Diem  Rate").
Notwithstanding the foregoing,  the parties agree that nothing contained in this
Stipulation,  including, without limitation, any agreement by LVEN to pay all or
any portion of the Carrying Costs,  shall abrogate,  terminate or modify, in any
respect,  ITB's  obligation  to make all  payments to CSFB as and when  required
under the CSFB Loan Agreement.

          (2) LVEN shall  provide  the Escrow  Agent and ITB with prior  written
     notice of a  Disposition  Sale no less than five (5) business days prior to
     the proposed  closing date for such  Disposition Sale or such longer period
     as may be required by the Escrow  Agent.  LVEN shall deliver to ITB and the
     Escrow Agent, within three (3) business days of the execution thereof, any


                                                      -21-

RLF1-172171-1

<PAGE>



agreement  (including any letter of intent) or amendment thereto entered into by
or on behalf of LVEN with respect to a Disposition  Sale. LVEN shall immediately
provide ITB with  copies of all notices  given to or received by or on behalf of
LVEN with respect to any Disposition Sale.

          (3) Prior to the  expiration  of the Escrow  Period,  the Escrow Agent
     shall have the  authority and the  obligation  to transfer  title to the El
     Rancho   Property  to  any  person  or  entity   (including  LVEN  and  its
     subsidiaries,  affiliates or other  designee)  designated in writing to the
     Escrow  Agent and ITB by LVEN,  subject,  however,  to the rights of either
     CSFB or the  Alternative  Lender with respect to the El Rancho  Property as
     set  forth in the CSFB  Approval  Agreement  or the  Alternative  Financing
     Agreement,  as the case may be, upon (i) the closing of a Disposition  Sale
     (the "LVEN Closing"),  (ii) the immediate  payment by LVEN or the purchaser
     upon the LVEN Closing of (A) $44.2 million in immediately  available funds,
     which  shall  be paid  directly  by the  purchaser  to  either  CSFB or the
     Alternative Lender, as the case may be, to satisfy any and all mortgages of
     such  parties  on the El Rancho  Property  (the "El Rancho  Mortgage"),  if
     required  under  either  the CSFB  Approval  Agreement  or the  Alternative
     Financing Agreement,  as the case may be, and (B) an amount to ITB, paid in
     immediately  available funds, equal to the customary  transaction costs, if
     any,  incurred by ITB to effect a Disposition  Sale and the Carrying  Costs
     incurred by ITB (less those Carrying  Costs  actually  received by ITB from
     LVEN  during  that  period)  during  the  period  from  the end of the LVEN
     Exclusive  Marketing Period and the Extension  Period,  if any, through the
     date of the LVEN  Closing and (iii) if the LVEN Closing  occurs  within the
     LVEN Exclusive  Marketing Period,  then LVEN shall be entitled to an offset
     against  the  payments  under  clause  (ii) above equal to (A) the Per Diem
     Rate,  multiplied by (B) the number of days remaining in the LVEN Exclusive
     Marketing  Period  following the date of the LVEN Closing.  All payments to
     ITB, CSFB or the Alternative Lender shall be in immediately available funds
     by wire transfer pursuant to wire instructions given by ITB, CSFB or the


                                                      -22-

RLF1-172171-1

<PAGE>



Alternative  Lender,  respectively.  Any obligation of ITB to pay Carrying Costs
shall immediately cease upon the closing of a Disposition Sale.

     (4) Following the expiration of the LVEN Exclusive  Marketing  Period,  ITB
shall have the right to commence  marketing  and/or  negotiations  for a sale or
refinancing  of the El Rancho  Property by ITB  pursuant to  subsection  4(b)(5)
below or subsection 4(d)(2) below, as applicable, contingent upon the expiration
and termination of the Escrow Period and the  non-occurrence  of an LVEN Closing
during the Escrow Period.
                                   
 (5)     In the event that an LVEN Closing does not occur within the
LVEN Exclusive Marketing Period, ITB shall have the right to sell (as defined in
subsection  4(d)(3) below) the El Rancho Property prior to the expiration of the
Escrow Period for an amount not less than $56.2 million  (which  includes  $44.2
million to be paid directly by the  purchaser to either CSFB or the  Alternative
Lender, if required by the CSFB Approval Agreement or the Alternative  Financing
Agreement,  as the case may be, and $12.0  million  to LVEN (out of which  $12.0
million to LVEN,  LVEN hereby  directs  that $2.0 million be paid over to NPD));
and all  proceeds,  in excess of the $44.2  million to be paid to either CSFB or
the  Alternative  Lender,  if required  by the CSFB  Approval  Agreement  or the
Alternative Financing Agreement, as the case may be, and the $12.0 million to be
paid to LVEN,  shall  belong to ITB  (subject to payment of such amounts to CSFB
while the CSFB Loan is outstanding); provided that ITB furnishes LVEN with sixty
(60) days prior  written  notice  that ITB is prepared to close a sale of the El
Rancho Property  subject only to the expiration of such sixty-day period and the
non-occurrence  of an  LVEN  Closing  during  such  sixty-day  period;  provided
further,  that ITB closes  such sale of the El Rancho  Property  within five (5)
business days  following the expiration of such  sixty-day  notice period.  Upon
such  sale,  the Escrow  Period  shall be deemed to expire  and  terminate;  and
provided further, that if LVEN withdraws from this Stipulation pursuant to




                                                      -23-

RLF1-172171-1

<PAGE>



Section 24 below,  then $2.0  million  shall be paid to NPD out of any  proceeds
received from a sale of the El Rancho Property in excess of $44.2 million.

     (6) For purposes of this subsection  4(b), a "Disposition  Sale" shall mean
an all cash sale of the El Rancho Property (i) resulting in net proceeds to CSFB
or the  Alternative  Lender as provided  in  subsection  4(b)(3) in  immediately
available funds, (ii) under commercially reasonable terms of sale, (iii) with no
indemnities from or post-closing liabilities of ITB to the purchaser, other than
the limited  representations  and warranties set forth on Schedule 4(b) attached
hereto,  (iv) with a  transfer  of all title to the El Rancho  Property  and all
items  of  personal  property  located  thereon  and  owned  by ITB  and/or  its
affiliates by ITB to the purchaser pursuant to the Deed and appropriate bills of
sale and/or other  instruments of transfer as to such items of personal property
and (v) with all excess sale proceeds being paid to LVEN.

     (7) LVEN may exercise,  only during the last thirty (30) days of the Escrow
Period, the Refinancing Option (as defined in subsection 4(b)(7)(A)) and thereby
extend the period during which LVEN may effect a  Disposition  Sale for a period
to be  determined  in  accordance  with the  provisions  set forth in subsection
4(b)(7)(B) below (the "Extended Disposition Option Period").

     (A) For the purposes of this subsection 4(b)(7),  the "Refinancing  Option"
shall become exercisable by LVEN in the event LVEN, at its sole expense, obtains
for the  sole  benefit  of ITB a loan  from a  nationally  recognized  financial
institution  (the "El Rancho  Lender") on terms  acceptable  to LVEN and to ITB,
which loan (the  "Refinancing  Loan") must (i) be consummated not later than two
days prior to the  expiration of the Escrow  Period,  (ii) be nonrecourse to ITB
and, if required by the El Rancho Lender, secured by a lien on any or all of the
assets of ITB and its subsidiaries, including, without limitation, the El Rancho
Property, Freehold or


                                                      -24-

RLF1-172171-1

<PAGE>



Garden State (if any of such assets are owned by ITB or its  subsidiaries at the
time of the closing of the  Refinancing  Loan),  provided  that any such lien on
Freehold or Garden State shall be subordinate to any existing  mortgage thereon,
(iii) result in the payment of $44.2 million in immediately  available  funds to
either CSFB or the  Alternative  Lender,  as the case may be, (iv) result in the
immediate and unconditional  release of the entire El Rancho Mortgage by CSFB or
the  Alternative  Lender,  as the  case  may be,  and  (v)  contain  such  other
commercially  reasonable  terms  and  conditions  as  are  deemed  necessary  or
desirable by either ITB or LVEN. LVEN shall pay all costs and expenses  incurred
by LVEN  and ITB,  or  otherwise  required  to be paid by the  borrower  of such
Refinancing Loan, with respect to such Refinancing Loan.
                                     
       (B)      Upon closing of such Refinancing Loan, LVEN shall
have the  right to  effect a  Disposition  Sale (i) for a period  ending  on the
earlier of (y) 365 days from the expiration of the Escrow Period or (z) the date
that is the midpoint of the term of the Refinancing  Loan and (ii) which results
in the immediate  payment upon closing,  net of all customary  transaction costs
incurred by ITB, of $44.2 million in immediately available funds to ITB.

     (C) During the Extended  Disposition  Option  Period,  LVEN shall be solely
responsible for all Carrying Costs and, as a precondition to ITB's acceptance of
any Refinancing Loan from the El Rancho Lender,  LVEN shall deposit in an escrow
account,  on terms  approved by LVEN and ITB, an amount  equal to the  aggregate
Carrying Costs for the term of the Refinancing Loan.

     (c) As  presently  contemplated  by  ITB,  pursuant  to the  CSFB  Approval
Agreement,  if executed by ITB and CSFB, CSFB may have certain rights to acquire
the El Rancho  Property  on the terms set forth  therein,  which  rights  become
exercisable on the earlier of (i) the  expiration of the Escrow Period,  without
reference  to any  extension  period,  or (ii) the date on which a voluntary  or
involuntary bankruptcy action is commenced with respect to ITB and/or any of its


                                                      -25-

RLF1-172171-1

<PAGE>



subsidiaries. Accordingly, if the CSFB Approval Agreement is executed by ITB and
CSFB, subject to the rights of LVEN pursuant to subsection  4(b)(7),  all of the
documents  delivered into the Escrow (the "Escrow  Documents")  shall be held by
the Escrow Agent for the joint  benefit of LVEN and CSFB as follows:  (A) unless
and until the date on which a  voluntary  or  involuntary  bankruptcy  action is
commenced  with respect to ITB and/or any of its  subsidiaries,  throughout  the
Escrow  Period  (without  reference  to any  extension  thereof),  the  Escrowed
Documents  shall be held for the benefit of LVEN in accordance with the terms of
this  Stipulation,  (B)  from  and  after  the  date  on  which a  voluntary  or
involuntary bankruptcy action is commenced with respect to ITB and/or any of its
subsidiaries,  whether during or after the Escrow Period  (without  reference to
any extension thereof),  the Escrowed Documents shall be held for the benefit of
CSFB in  accordance  with  the  terms of the CSFB  Approval  Agreement,  and (C)
following  the  expiration  of  the  Escrow  Period  (without  reference  to any
extension thereof), the Escrowed Documents shall be held for the benefit of CSFB
in accordance with the terms of the CSFB Approval Agreement. Accordingly, if the
CSFB  Approval  Agreement is executed by ITB and CSFB,  the Escrow Agent and the
escrow instructions relating to the Escrow shall be subject to CSFB's reasonable
approval.

     (d) If an LVEN  Closing  does not occur  within  the  Escrow  Period or the
Extended Disposition Option Period:
                                    
(1)     ITB presently contemplates that, if the CSFB Approval
Agreement is executed, the Escrowed Documents shall remain in the Escrow for the
benefit of CSFB as set forth in subsection 4(c) above.

     (2) ITB presently  contemplates  that,  if the CSFB  Approval  Agreement is
executed,  and if at any time  following the  expiration or  termination  of the
Period,  ITB sells (as defined in subsection 4(d)(3) below) or refinances the El
Rancho  Property for an amount in excess of the aggregate of $44.2 million to be
paid directly by the purchaser or lender, as applicable, to CSFB plus


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<PAGE>



an amount to ITB  equal to the  Carrying  Costs  incurred  by ITB (less  amounts
actually  received by ITB from LVEN during the period)  from the end of the LVEN
Exclusive  Marketing  Period  and the  Extension  Period,  if any,  through  the
termination of the Escrow Period, plus the customary  transaction costs incurred
by ITB in such sale (the "Threshold Amount"),  then LVEN shall receive from such
cash proceeds in excess of the Threshold  Amount up to the next $12.0 million of
cash sale proceeds over and above the Threshold Amount (the "LVEN Payment"), out
of which LVEN  Payment  LVEN hereby  directs that the first $2.0 million be paid
over to NPD;  provided  however,  that if LVEN  withdraws  from the  Stipulation
pursuant to Section 24 below,  then the first $2.0  million of cash  proceeds in
excess of the  Threshold  Amount shall be paid to NPD (the "NPD  Payment").  ITB
shall be entitled to all proceeds in excess of the $44.2 million payment to CSFB
and the LVEN Payment or NPD  Payment,  as the case may be (subject to payment of
such excess amounts to CSFB while the CSFB Loan is outstanding).

     (3) For purposes of  subsections  4(b)(5) and  4(d)(2),  a "sale" of the El
Rancho Property shall be defined as an all-cash asset  transaction,  which shall
include for this purpose,  but shall not be limited to, a transfer by refinance,
the sale of  shares  of  stock  in the  entity  holding  title to the El  Rancho
Property,  or the merger or  consolidation of the entity holding title to the El
Rancho  Property with or into another  entity.  In the event it is proposed that
record or beneficial  ownership of the El Rancho  Property be transferred in any
other  manner,  ITB,  prior to any such  transaction,  shall  obtain the written
consent of LVEN, which consent will not be unreasonably  withheld and which will
be conditioned upon such alternative  transaction  maintaining  LVEN's rights as
provided  herein or providing  LVEN with economic  benefits  equivalent to those
provided  herein;  provided,  however,  that if the CSFB  Approval  Agreement is
executed by CSFB and ITB as presently contemplated, no notice to, or consent by,
LVEN shall be required with respect to an acquisition of


                                                      -27-

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<PAGE>



the El Rancho  Property by CSFB or its designee in accordance  with the terms of
the CSFB  Approval  Agreement  or pursuant to a  foreclosure  or deed in lieu of
foreclosure  following any  subsequent  default under the CSFB Loan Agreement or
the CSFB Approval Agreement.

     (e) LVEN and Casino-Co  shall (i) return to ITB for immediate  cancellation
the  2,093,868  shares  (the  "LVEN  Shares")  of ITB  common  stock  which were
previously  issued to Casino-Co in consideration  for the prior  cancellation of
that certain $10.5 million  promissory  note from ITB to LVEN (the "LVEN Note"),
plus accrued interest on the LVEN Note, which LVEN Note shall remain  cancelled,
and  (ii)  shall  immediately  and  automatically  release  any and all of their
interests in and to the NPD Shares. At the time of the return of the LVEN Shares
to ITB, LVEN and Casino-Co shall simultaneously represent,  warrant and covenant
to ITB, in a form  reasonably  satisfactory  to ITB (with respect to clause (iv)
below, the  representation,  warranty and covenant shall also be made in writing
to NPD, in a form reasonably satisfactory to NPD), as follows (collectively, the
"LVEN  Shares  Warranties"):  (i) LVEN and/or  Casino-Co  is the sole record and
beneficial  owner of the LVEN Shares,  and the LVEN Shares are free and clear of
any and all  claims,  liens,  encumbrances,  charges,  pledges,  assessments  or
interests  of third  parties  of any kind or  nature  whatsoever;  (ii) LVEN and
Casino-Co  have full power,  right and  authority to transfer the LVEN Shares to
ITB, without  restriction,  and that upon the transfer ITB will acquire good and
valid  title to the LVEN  Shares  free and clear of any and all  claims,  liens,
encumbrances, charges, pledges, assessments or interests of third parties of any
kind or nature  whatsoever,  so that after the transfer of the LVEN Shares,  ITB
may freely  exercise  all rights of  ownership  in and with  respect to the LVEN
Shares; (iii) there are no agreements,  arrangements or understandings affecting
the  transfer,  ownership  or  voting  of the LVEN  Shares;  and  (iv)  LVEN and
Casino-Co have released any and all of their interests in and to the NPD Shares.
The proxy from LVEN and  Casino-Co to DeSantis to vote all or any portion of the
LVEN Shares shall be terminated


                                                      -28-

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<PAGE>



immediately  and  automatically  and  shall be of no  further  force or  effect.
Subsequent  to the Signing  Date,  LVEN and  Casino-Co  shall not  transfer  any
interest in the LVEN Shares  except as necessary to consummate  the  Settlement,
and LVEN and Casino-Co shall be required to vote the LVEN Shares in favor of any
resolution approved unanimously by the ITB Board.

     (f) With the sole exception of this Stipulation, and the further agreements
specified herein and  contemplated  hereby,  any and all employment  agreements,
consulting  agreements,  or other  agreements  relating  to any ITB  securities,
options,  warrants, loan agreements or notes,  entertainment related agreements,
and all  other  agreements  or  arrangements  of any kind or  nature  whatsoever
between or among ITB or any of its subsidiaries, on the one hand, and any of the
LVEN Parties,  on the other hand,  shall be deemed  terminated  immediately  and
automatically, and shall be of no further force and effect.

     (g) Any and all ITB shares,  warrants to acquire  ITB  securities,  pledges
relating to ITB securities,  options to acquire ITB securities,  and any and all
other ITB securities held by any of the LVEN Parties shall be deemed  terminated
immediately and  automatically,  and shall be of no further force or effect.  5.
Upon the NPD Effective Date, the parties agree that  immediately  upon providing
the NPD Share Warranties (as hereinafter  defined) and upon the dismissal of the
Litigations with prejudice (in the event the CSFB Approval Agreement is executed
by ITB and CSFB,  otherwise  upon the  dismissal  of the Actions and the Rekulak
Action with prejudice),  ITB shall purchase from NPD, and NPD shall sell to ITB,
for $4.6 million in  immediately  available  funds and the assumption of the NPD
Note in accordance  with  subsection  6(a) below,  the  2,904,016  shares of ITB
common stock which NPD purchased  (the "NPD  Shares") for an aggregate  purchase
price of $11,616,064 (half of which was paid in cash at closing) from Brennan on
January 15, 1997 (the "NPD Repurchase"). The


                                                      -29-

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<PAGE>



price ITB is to pay for the NPD Shares represents an approximately  $2.2 million
discount  from the  original  purchase  price paid by NPD,  plus  interest  paid
thereon,  in consideration of the settlement of the allegations made against NPD
in the  Actions.  Following  the NPD  Repurchase,  the NPD Shares  shall  become
treasury  shares of ITB and, if the CSFB  Approval  Agreement is executed by ITB
and CSFB, such shares shall thereafter be held and dealt with in accordance with
the terms of the CSFB Approval  Agreement.  Prior to the consummation of the NPD
Repurchase and as a precondition to the NPD Repurchase, NPD, DeSantis and Coelho
shall severally, not jointly, represent,  warrant and covenant to ITB, in a form
reasonably  satisfactory  to ITB,  as  follows  (collectively,  the  "NPD  Share
Warranties"):  Except for (i) the pledge of the NPD Shares as  security  for the
NPD Note and the lien created thereby (the "NPD Share  Pledge"),  which NPD Note
and obligations will be assumed by ITB immediately upon  consummation of the NPD
Repurchase in accordance  with the terms of, and following the  satisfaction  of
the conditions with respect thereto set forth in, the CSFB Approval Agreement if
executed by ITB and CSFB, and (ii) compliance with any  restrictions  imposed by
any New Jersey regulatory authorities, (1) NPD is the sole beneficial and record
owner of the NPD  Shares,  and the NPD  Shares are free and clear of any and all
other claims, liens,  encumbrances,  charges, pledges,  assessments,  options to
purchase or other  interests of third  parties of any kind or nature  whatsoever
(collectively,  "Encumbrances");  (2) NPD has full  corporate  power,  right and
authority to sell the NPD Shares to ITB, without further restriction, and at the
closing of the NPD Repurchase,  ITB will acquire good and valid title to the NPD
Shares free and clear of any  Encumbrances;  (3) there are no other  agreements,
arrangements or  understandings  affecting the transfer,  ownership or voting of
the NPD Shares;  and (4) the NPD Shares are not subject to any  Encumbrances  by
AutoLend,  DeSantis,  Casino-Co or any of their affiliates.  As between DeSantis
and  Coelho,   any  liability  of  DeSantis  and  Coelho  with  respect  to  any
misrepresentation of the above representations and warranties shall be


                                                      -30-

RLF1-172171-1

<PAGE>





limited  to  their  proportionate  ownership  of NPD  (as of the  Signing  Date,
DeSantis owned 78% and Coelho owned 22% of NPD). Subsequent to the Signing Date,
NPD shall not  transfer  any  interest in the NPD Shares  except as necessary to
consummate  the  Settlement  and NPD shall be required to vote the NPD Shares in
favor of any resolution approved  unanimously by the ITB Board.  Notwithstanding
anything  in this  Stipulation  to the  contrary,  the NPD  Repurchase  shall be
conditioned  upon the  prior or  simultaneous  assumption  by ITB of any and all
obligations  and  rights  of NPD  pursuant  to the  NPD  Note  (as  provided  in
subsection  6(a)  below).  The  NPD  Share  Warranties  shall  survive  the  NPD
Repurchase.
               
     6. Simultaneous with the NPD Repurchase,  the parties agree as follows: (a)
In  accordance  with  the  terms  of,  and  following  the  satisfaction  of the
conditions  with respect  thereto set forth in, the CSFB  Approval  Agreement if
executed by ITB and CSFB, ITB shall  immediately  assume any and all obligations
and rights of NPD pursuant to the NPD Note (which has been subsequently assigned
to the  Bankruptcy  Trustee),  upon which NPD shall be deemed  fully and finally
released and discharged from any and all obligations thereunder.  Prior to ITB's
assumption of any and all obligations and rights of NPD pursuant to the NPD Note
and as a  precondition  to such  assumption,  NPD shall  represent,  warrant and
covenant to ITB as follows (collectively, the "NPD Note Warranties"): (1) NPD is
the sole  maker of the NPD  Note,  and the NPD Note is free and clear of any and
all claims,  liens,  encumbrances,  charges,  assessments and interests of third
parties of any kind or nature whatsoever (other than the NPD Share Pledge);  and
(2) as to the then outstanding  principal balance of the NPD Note, the amount of
all  accrued and unpaid  interest  thereon and the amount of any other sums then
payable in connection  therewith.  Until ITB's  assumption of the NPD Note,  NPD
shall continue to pay interest in accordance with the terms of the NPD Note.


                                                      -31-

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<PAGE>



     (b) Cole  Schotz  shall  return to  AutoLend  the $2.0  million  pledged by
AutoLend to Brennan to secure the NPD Note, plus all interest  actually  accrued
thereon in the account(s) in which the same has been maintained (the "$2 Million
Cash Collateral").

     (c) The Revolving Line of Credit shall be deemed terminated immediately and
automatically, and shall be of no further force or effect.

     (d) Upon the execution of this Stipulation, each of the Director Defendants
shall deliver duly executed  unconditional  written  resignations  as directors,
officers,  employees  and/or  consultants of ITB to Young,  Conaway,  Stargatt &
Taylor,  to be held in escrow by such  firm,  which  resignations  shall  become
effective and be released  immediately  by such firm upon the  completion of the
NPD  Repurchase,  unless  required to be released  sooner pursuant to Section 13
below.

     (e) All  agreements  between  or  among  D&C  Gaming  and ITB or any of its
subsidiaries shall be deemed terminated immediately and automatically, and shall
be of no further force or effect.

     (f) With the sole exception of this Stipulation, and the further agreements
specified herein and  contemplated  hereby,  any and all employment  agreements,
consulting  agreements,  or other  agreements  relating  to any ITB  securities,
options,  warrants, loan agreements or notes,  entertainment related agreements,
and all  other  agreements  or  arrangements  of any kind or  nature  whatsoever
between or among ITB and any of its  subsidiaries,  on the one hand,  and any of
NPD  and/or  the  Director  Defendants,  on the  other  hand,  shall  be  deemed
terminated  immediately and automatically,  and shall be of no further force and
effect. The Director  Defendants shall cause the actions listed on Schedule 6(f)
attached hereto and incorporated herein to occur by the dates specified therein.


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<PAGE>



     (g) Any and all ITB shares,  warrants to acquire  ITB  securities,  pledges
relating to ITB securities,  options to acquire ITB securities,  and any and all
other ITB securities held by any of the Director  Defendants and/or NPD shall be
deemed  terminated  immediately  and  automatically,  and shall be of no further
force or effect, with the sole exceptions of the NPD Share Pledge and the shares
of ITB common stock  purchased by the Director  Defendants in the open market as
set forth below:

                  Name                      Number of ITB Shares
         Michael Abraham                               5,000
         Kenneth Scholl                                1,000

     7. Until the NPD Effective  Date,  the business and affairs of ITB shall be
operated in the ordinary course of business;  provided,  however,  that,  except
upon the prior written approval of Coelho and Quigley,  ITB and its subsidiaries
will not approve,  amend or terminate  any  agreement,  or incur any  additional
actual or contingent liabilities,  expenses or obligations in excess of $10,000.
Until the NPD  Repurchase,  ITB and its  subsidiaries  shall not take any of the
following  actions,  other  than as  provided  for in this  Stipulation  or in a
further agreement specified herein,  without the prior unanimous approval of the
ITB Board, and in all events subject to the provisions of, and consents required
under,  the CSFB Loan  Agreement:  (a) merge ITB or any ITB subsidiary  with any
other corporation  (excluding any merger of ITB or any subsidiary with any other
subsidiary  of ITB);  (b) purchase or sell assets of ITB or any  subsidiary  for
proceeds of $50,000 or more singly or in the aggregate;  (c) except for issuance
of the Class B  Preferred  Stock (as  defined  below) (if such class of stock is
authorized and issued  pursuant to the CSFB Approval  Agreement,  if executed by
ITB and CSFB),  agree to issue,  issue or register any capital  stock (common or
preferred),   options,   warrants  or  any  other   securities  of  ITB  or  its
subsidiaries; (d) approve, terminate or amend any employment,


                                                      -33-

RLF1-172171-1

<PAGE>



consulting or similar  agreements with officers,  directors,  consultants or key
employees of ITB or any  subsidiary;  (e) cause ITB or any  subsidiary to borrow
$50,000 or more,  singly or in the aggregate;  (f) except for the director to be
elected  by the  holder  of the Class B  Preferred  Stock  pursuant  to the CSFB
Approval  Agreement,  if executed  by ITB and CSFB,  fill any vacancy on the ITB
Board;  (g) undertake any actions  relating to the holding of any meeting of ITB
stockholders; (h) declare or pay any dividend or otherwise make any distribution
to  ITB's  stockholders;   (i)  consummate  any  tender  offer,   restructuring,
recapitalization or reorganization involving ITB or any of its subsidiaries;  or
(j) amend ITB's  by-laws.  Until the NPD  Repurchase  and,  except as  expressly
provided in this  Stipulation,  without the prior written approval of Coelho and
Quigley,  no payments shall be made to any Directors  other than those set forth
on the Schedule of Director  Payments  dated April 20, 1998,  which Schedule has
been approved by Quigley, Leo, Murray, Dees and the Director Defendants, and has
been filed with ITB. Zappala agrees to pay to ITB immediately out of any payment
Zappala may receive from either LVEN or the purchaser of the El Rancho  Property
in connection with a Disposition Sale, the lesser of $200,000 or 20% of any such
payment he receives,  if and only to the extent that  Zappala  receives any such
payment  directly or indirectly.  On the date this Stipulation has been approved
by the ITB Board and  continuing  thereafter at the discretion of the ITB Board,
ITB shall  compensate  Murray for  services to ITB on the terms set forth in the
resolution  adopted by the ITB Board on  December  20,  1996.  Without the prior
written approval of Quigley,  Leo, Murray, Dees and the Director Defendants,  no
party to this  Stipulation  shall make any public  statement or filing regarding
the Settlement other than in connection with securing the approvals contemplated
by Sections 2 and 3 above.

     8. The parties  understand  that  AutoLend is prepared to make an immediate
application to the New Mexico Bankruptcy Court to secure the AutoLend Bankruptcy
Approval (the


                                                      -34-

RLF1-172171-1

<PAGE>



"AutoLend  Application").  The parties  understand that the  participants in the
Brennan  Bankruptcy Action are prepared to make an immediate  application to the
New Jersey  Bankruptcy  Court to secure the  Brennan  Bankruptcy  Approval  (the
"Brennan Trustee  Application").  In the event that the AutoLend Application and
the Brennan  Trustee  Application  are not filed with the respective  Bankruptcy
Courts within five (5) business days of the date the  Stipulation  is filed with
the Delaware Court,  in a form  reasonably  acceptable to the Plaintiffs and the
Director  Defendants,  the Plaintiffs and the Director Defendants shall have the
right to terminate  this  Stipulation  upon written notice to all parties hereto
and to CSFB; subject, however, to the provisions of the last sentence of Section
24 below.
                  9. The parties agree that,  upon the NPD Effective  Date,  the
Director  Defendants  shall be  indemnified  for all  counsel  fees,  costs  and
disbursements incurred by them in the Derivative Action, the Section 225 Action,
the Brennan  Bankruptcy  Action, the Green Action, the NPD Action and the Harris
Action  and/or  incurred by ITB or its  affiliates  for  services  performed  by
outside  corporate,  litigation  or  regulatory  counsel,  including  Cozen  and
O'Connor; Kozlov, Seaton, Romanini, Brooks & Greenberg; Young, Conaway, Stargatt
& Taylor; Ballard, Spahr, Andrews & Ingersoll; Morris, Nichols, Arsht & Tunnell;
Ashby & Geddes;  and Tompkins,  McGuire & Wachenfeld;  and that all such counsel
fees, costs and disbursements  incurred by the Director Defendants shall be paid
by ITB for the benefit of the Director Defendants.  Subject to the occurrence of
the NPD  Effective  Date,  the parties agree that no claim shall be made against
any of the Director Defendants,  ITB or their respective counsel to repay, remit
or reimburse  ITB or any other party for counsel  fees,  costs or  disbursements
incurred  in  the  Derivative  Action,  the  Section  225  Action,  the  Brennan
Bankruptcy  Action,  the Green Action,  the NPD Action,  the Harris Action,  any
regulatory  matter  or  proceeding,  or in  the  representation  of  ITB  or its
affiliates.


                                                      -35-

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<PAGE>



                  10. The  parties  agree  that,  upon the NPD  Effective  Date,
Plaintiffs  shall be indemnified for all counsel fees,  costs and  disbursements
incurred by them in the Quigley Action and  Counterclaims  therein,  the Section
225  Action,  the NPD  Action  and the Harris  Action,  including  fees of their
outside litigation counsel including Richards,  Layton & Finger;  Morris, James,
Hitchens & Williams;  Sonnenblick,  Parker & Selvers,  P.C.; Potter,  Anderson &
Corroon;  and  Riordan & McKinzie;  and that all such  counsel  fees,  costs and
disbursements incurred by the Plaintiffs shall be paid by ITB for the benefit of
the  Plaintiffs.  The parties  agree that Robert W. Green,  the plaintiff in the
Green  Action,  shall be  reimbursed  by ITB for all  counsel  fees,  costs  and
disbursements incurred by Green in connection with the Green Action. The parties
also agree that, if the CSFB Approval  Agreement is executed by ITB and CSFB, on
the CSFB  Effective  Date and  thereafter in  accordance  with the CSFB Approval
Agreement,  CSFB shall be  reimbursed  by ITB for all  counsel  fees,  costs and
disbursements  incurred by CSFB pursuant to the CSFB Approval  Agreement.  On or
after the date this  Stipulation  is approved  by the ITB Board,  ITB shall make
prompt advances to the Plaintiffs for all counsel fees, costs and  disbursements
incurred  by them in the  Quigley  Action  and the  Counterclaims  therein,  the
Section 225 Action, the NPD Action and the Harris Action.
                  11. The parties agree that:  (i) for a period of not less than
six (6) years from the NPD Effective  Date,  ITB shall  maintain and continue in
place directors and officers  liability  insurance coverage with respect to each
individual  who is an ITB  director as of the Signing Date in an amount not less
than the current  aggregate  limits of liability of the policies in place on the
date of this  Stipulation,  provided  that  the cost of such  coverage  does not
exceed  125% of the 1997  premium  paid by ITB;  and (ii)  ITB will  pursue  the
recovery  and  reimbursement  of fees,  costs and  disbursements  to the  extent
available  under  existing or renewal  coverages for the benefit of the insureds
under such policies.


                                                      -36-

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<PAGE>



                  12. ITB shall indemnify each individual who is an ITB director
as of the Signing  Date to the fullest  extent  permitted  by ITB's  by-laws and
certificate of incorporation as they exist on the date of this Stipulation.
                  13. (a) Immediately  prior to the Mailing Date, all members of
the ITB Board  shall  execute  and  deliver to ITB's  general  counsel a written
consent,  which shall be effective on the Mailing  Date,  amending  Article III,
Section 2 of ITB's by-laws to reduce the  authorized  number of ITB directors to
six. On the Mailing Date, each of Abraham,  Scholl,  Dees, and Leo shall deliver
to  the  general  counsel  of  ITB  a  letter   confirming   such   individual's
unconditional and immediate resignation as a director, officer and consultant of
ITB and all of its  subsidiaries.  In the event any  remaining  director  of ITB
shall  resign,  die or become  disabled  after the Mailing Date and prior to the
date of the NPD Repurchase,  ITB and the continuing  directors agree to take all
actions as may be required to fill  immediately  the vacancy on the ITB Board by
electing  immediately  an individual  designated by the  Plaintiffs in the event
Murray or Quigley are the  departing  directors,  or  designated by the Director
Defendants in the event DeSantis, Coelho or Zappala are the departing directors,
provided  that  the  continuing  directors  are  reasonably  satisfied  with the
qualifications  of any such  designee  and that the  election of the  designated
individual  to the ITB Board will not  violate,  conflict  with or result in any
material  limitation  on the ownership or operation of the business or assets of
ITB or any of  its  subsidiaries  under  any  statute,  law,  rule,  regulation,
ordinance or any final judgment,  decree or order of any governmental agency. In
the event of a departure of a remaining director, the continuing directors agree
to take no actions  until a new  director  is elected  in  accordance  with this
Section 13(a).

     (b) Subject to the approval and execution of the CSFB Approval Agreement by
ITB and CSFB, as of the CSFB Effective Date, the ITB Board shall authorize a new
class of preferred  stock (the "Class B Preferred  Stock")  entitling the holder
thereof to elect, as a separate class


                                                      -37-

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<PAGE>



by written  consent or vote at any meeting of the ITB  stockholders,  a director
whose consent will be required solely for any "Major Decision" by the ITB Board,
as will be defined in the CSFB Approval Agreement,  if executed by ITB and CSFB.
Shares of the Class B Preferred  Stock shall be issued,  solely upon  payment of
the par value thereof, to an independent  director selected from a national firm
that  provides  independent  directors.  The Class B  Preferred  Stock  shall be
entitled to a dividend in an amount  equal to the annual fee of the  independent
director.  The Class B  Preferred  Stock  shall  have no rights  other than with
respect  to any  Major  Decision  or the  limited  dividend  right.  The Class B
Preferred Stock shall expire  automatically 367 days after the repayment in full
of ITB's obligations under the CSFB Loan Agreement.

                                RELEASE OF CLAIMS

                  14. As of the LVEN  Effective  Date as to all  Settled  Claims
directly by or against any of the LVEN Parties and their Parties' Affiliates (as
defined  below),  and as of the  NPD  Effective  Date as to all  Settled  Claims
directly by or against any of the  Plaintiffs or Director  Defendants  and their
Parties' Affiliates,  and as of the CSFB Effective Date as to all Settled Claims
directly by or against CSFB which refer to, or actually or potentially relate to
CSFB (but only if the CSFB Approval  Agreement is executed by ITB and CSFB), all
claims, rights, demands, suits, liabilities, matters, issues, actions, causes of
action,  damages,  losses,  obligations  and  matters  of  any  kind  or  nature
whatsoever,  asserted or unasserted,  known or unknown,  contingent or absolute,
suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured
or unmatured,  material or immaterial,  which have been,  could have been, or in
the future can or might be asserted in the Actions or in any court,  tribunal or
proceeding  (including,  but not limited to, any claims arising under federal or
state law relating to any fraud, breach of any duty or obligation, or otherwise)
(collectively,  "Claims") by any parties to the Actions,  or ITB  (including its
predecessors, successors, assigns and


                                                      -38-

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<PAGE>



any  other  person  claiming  by,  through,  in the right of or on behalf of ITB
whether by  subrogation,  assignment  or  otherwise),  against any or all of the
parties to the Actions or CSFB (if the CSFB  Approval  Agreement  is executed by
ITB and CSFB),  their  respective  parent  entities,  affiliates,  associates or
subsidiaries,   and  each  of  their  respective  present  or  former  officers,
directors,   stockholders,   agents,  employees,   attorneys,   representatives,
advisors, investment advisors, investment bankers, commercial bankers, trustees,
general  or  limited  partners,  joint  ventures,  heirs,  executors,   personal
representatives,  estates, administrators, successors and assigns (collectively,
the  "Parties'   Affiliates"),   whether  individually,   representatively,   or
derivatively,  or in any other capacity,  which have arisen,  could have arisen,
arise  now,  or  hereafter  arise  out of or relate  in any  manner  whatsoever,
directly  or  indirectly,  to  the  allegations,  facts,  events,  transactions,
occurrences, statements, representations,  misrepresentations, omissions, or any
other matter, thing or cause whatsoever,  or any series thereof,  involved,  set
forth,  or otherwise  referred or related,  directly or indirectly,  to: (i) the
Litigations;  (ii) the  Settlement  of the  Actions;  (iii) the  Plaintiffs'  or
Director Defendants' conduct as officers, directors,  consultants,  stockholders
and/or  employees of ITB; (iv) the  Plaintiffs' or Defendants'  ownership of ITB
stock; (v) the Plaintiffs' or Defendants'  contractual  relationships  with ITB;
(vi) any other matter  involving  the  business and affairs of ITB;  (vii) as to
CSFB only (if the CSFB Approval Agreement is executed by ITB and CSFB), the CSFB
Loan;  and  (viii)  this  Stipulation,  the  Settlement  and the  CSFB  Approval
Agreement (if the CSFB  Approval  Agreement is executed by ITB and CSFB) and the
respective  transactions,  indemnifications,  and payments  contemplated thereby
(collectively,  the  "Settled  Claims"),  shall be fully,  finally  and  forever
compromised,  extinguished,  dismissed,  discharged and released with prejudice,
subject only to compliance  with the foregoing terms and conditions as set forth
herein;  provided,  however,  that (A) the Settled  Claims shall not include any
claim  that may exist or in the  future be  asserted  against  Standard  Capital
Group, Inc. or any of its


                                                      -39-

RLF1-172171-1

<PAGE>



employees,  (B) the Settled Claims shall not include any claim that may exist or
in the future be asserted  against CSFB or any of its employees  unless the CSFB
Approval Agreement is executed by ITB and CSFB, and (C) the Settled Claims shall
not include any claim that may exist or in the future be asserted in  connection
with  the  Greenwood  Transaction  by,  against  or  among  ITB,  any  of  ITB's
subsidiaries,  Greenwood  Racing,  Inc.,  Greenwood  or any of their  respective
affiliates.
                  15. Upon the  execution  of this  Stipulation,  all parties to
this Stipulation (other than Brennan, who shall execute and deliver such release
upon receipt of the Brennan  Bankruptcy  Approval)  shall deliver duly executed,
reciprocal releases,  substantially in the form attached hereto as Exhibit A, to
Young,  Conaway,  Stargatt  & Taylor  and  Richards,  Layton & Finger to be held
jointly in escrow by such firms,  which releases  shall become  effective and be
released  jointly by such counsel as to the LVEN  Parties on the LVEN  Effective
Date  and as to all  other  Parties  upon  the  NPD  Repurchase.  Upon  the  NPD
Repurchase,  all parties to this  Stipulation  (and AutoLend upon receipt of the
AutoLend  Bankruptcy  Approval)  shall deliver a duly  executed  release to Cole
Schotz,  in a form  reasonably  satisfactory  to Cole  Schotz,  relating to that
firm's  release of the $2  Million  Cash  Collateral  to  AutoLend.  If the CSFB
Approval  Agreement is executed by ITB and CSFB, all parties to this Stipulation
(other than Brennan,  who shall execute and deliver such release upon receipt of
the  Brennan   Bankruptcy   Approval)  shall  deliver  duly  executed  releases,
substantially  in the form attached hereto as Exhibit A, to CSFB, which releases
shall become effective immediately upon such delivery to CSFB.
                  16. The  releases  contemplated  by Sections 14 and 15 of this
Stipulation  extend to the  Settled  Claims  that the  parties  hereto and ITB's
stockholders may not know or suspect to exist at the time of the release,  which
if known,  might have affected the decision to enter into this Stipulation.  All
parties  hereto  and  ITB's  stockholders  shall be  deemed to waive any and all
provisions, rights and


                                                      -40-

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<PAGE>



benefits  conferred  by any law of the  United  States,  including  any state or
territory  thereof,  or  principle  of common  law,  which  governs  or limits a
person's release of unknown claims.  All parties hereto acknowledge that they or
ITB's  stockholders may discover facts in addition to or different to those that
they now know or believe to be true with respect to the subject  matters of this
Stipulation, but that it is their intention to fully, finally and forever settle
and  release  any  and  all  Settled  Claims  known  or  unknown,  suspected  or
unsuspected, which now exist, or heretofore existed, or may hereafter exist, and
without  regard to the subsequent  discovery or existence of such  additional or
different facts.
                  17.  On the  LVEN  Effective  Date  as to all  Settled  Claims
directly by or against any of the LVEN Parties and all such Parties' Affiliates,
and on the NPD Effective  Date as to all Settled  Claims  directly by or against
any of the Plaintiffs or Director  Defendants and all such Parties'  Affiliates,
the  respective  Settled  Claims shall be  completely  and finally  compromised,
settled, released,  discharged, and dismissed with prejudice upon and subject to
the terms and conditions of this Stipulation,  and the Quigley Action, the Green
Action and the NPD Action, or respective  portions  thereof,  shall be dismissed
with  prejudice on the merits and without  costs to any party  (except as may be
set forth  herein),  and all claims  therein  shall be  completely  and  finally
compromised, settled, released and discharged. If the CSFB Approval Agreement is
executed  by ITB and CSFB,  subject to the last  sentence of Section 14, then on
the CSFB Effective  Date as to all Settled  Claims  referring to, or actually or
potentially  relating to, CSFB,  such Settled Claims shall be deemed  completely
and finally  compromised,  settled,  released,  discharged  and  dismissed  with
prejudice.
                     SUBMISSION AND APPLICATION TO THE COURT
                  18. As soon as  practicable  after this  Stipulation  has been
executed,  the parties shall jointly move the Delaware Court for approval of the
Settlement  as  provided  herein,  and for entry by the Court of the  scheduling
order in the form attached hereto as Exhibit B (the "Scheduling Order").


                                                      -41-

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<PAGE>



                            ORDER AND FINAL JUDGMENT
                  19. If this Stipulation and the Settlement contemplated herein
are approved by the Delaware Court, at or following the Settlement Hearing,  the
parties  will  jointly  request the  Delaware  Court to enter an Order and Final
Judgment in the form attached hereto as Exhibit D (the "Judgment").  Immediately
upon the  entry  of the  Judgment  by the  Delaware  Court,  the  parties  shall
undertake all necessary and desirable actions to secure the immediate dismissals
of the Rekulak Action, the Green Action, the NPD Action and the Harris Action on
the grounds  that such  actions are barred and the claims  therein are  released
under the Judgment.
                             FINALITY OF SETTLEMENT
                  20. The approval by the Delaware Court of the Settlement shall
be considered  final for purposes of this Stipulation upon the later to occur of
the following:  (i) the expiration of the time for the filing or noticing of any
appeal or motion for reargument from the Delaware Court's Judgment approving the
Settlement; (ii) the date of final affirmance on any appeal or reargument; (iii)
the expiration of time for petitions for writs of certiorari  and, if certiorari
is  granted,  the date of final  affirmance  following  review  pursuant to that
grant; or (iv) the final dismissal of any appeal or proceedings on certiorari.
                   NOTICE AND SETTLEMENT ADMINISTRATION COSTS
                  21.  Notice  of the  Settlement  and of the  hearing  for  the
consideration   of  the  Settlement  by  the  Delaware  Court  (the  "Settlement
Hearing"),  substantially  in  the  form  attached  hereto  as  Exhibit  C  (the
"Notice"),  shall be sent to all  stockholders  of ITB.  ITB  shall  assume  the
administrative  responsibility  of providing the Notice in  accordance  with the
Scheduling Order, and ITB shall pay all costs and expenses incurred in providing
such Notice to stockholders of ITB. In addition,


                                                      -42-

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<PAGE>



ITB, or its agents,  shall use  reasonable  efforts to provide the Notice to all
beneficial  owners  of ITB  stock by  making  additional  copies  of the  Notice
available to any record owner of ITB stock who, prior to the Settlement Hearing,
requests the same for purposes of distribution to the beneficial stockholders of
ITB. The parties  hereto (other than ITB) shall have no  responsibility  for any
such costs  associated  with such Notice  regardless  of whether the  Settlement
becomes  effective or is  consummated.  On or before the date of the  Settlement
Hearing,  counsel  for ITB shall  file with the  Delaware  Court an  appropriate
affidavit evidencing  compliance with this section regarding the preparation and
mailing of the Notice.
                  22. Except as provided in this  Stipulation  or the agreements
contemplated  herein,  the parties hereto shall bear no other  expenses,  costs,
damages or fees incurred by any party,  or any present or former  stockholder of
ITB, or by any attorney,  expert, advisor, agent or representative of any of the
foregoing persons in connection with any of the Actions.
                          STIPULATION NOT AN ADMISSION
                  23. This  Stipulation  and all  negotiations,  statements  and
proceedings in connection  therewith  shall not in any event be construed as, or
deemed to be evidence of, an admission or  concession  on the part of any of the
parties hereto,  any present or former  stockholder of ITB, or any other person,
of any liability or wrongdoing by them, or any of them, and shall not be offered
or received in  evidence in any action or  proceeding,  or be used in any way in
any  action  or  proceeding  as an  admission,  concession  or  evidence  of any
liability nor wrongdoing of any nature, and shall not be construed as, or deemed
to be evidence of, an admission or  concession  that the parties  hereto,  their
counsel,  or any present or former  stockholder of ITB, or any other person, has
or has not  suffered  any  damage,  as a result  of the facts  described  in the
Actions or herein.


                                                      -43-

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<PAGE>



                  24.  Subject to the last  sentence  of this  Section  24, this
Stipulation  shall be null and void and of no further  force and effect if it is
determined  in good faith by all of the  parties  hereto that one or more of the
approvals  required  in  Section  2 above is unable  to be  obtained;  provided,
however,  that (i) if all of the  approvals  required in Section 2 above are not
received within 180 days from the date of this  Stipulation,  then any party may
withdraw from this  Stipulation upon written notice to all other parties hereto,
(ii) if LVEN (A) in its sole and absolute discretion,  determines that the terms
and/or  provisions of the CSFB Approval  Agreement or the Alternative  Financing
Agreement  (if  either is  executed  by ITB and either  CSFB or the  Alternative
Lender, as the case may be) would modify the Underlying  Settlement  Transaction
(as hereinafter  defined) and adversely  affect the rights of LVEN to the extent
that if such  terms  and/or  conditions  had  been  known to LVEN at the time of
execution  hereof,  LVEN would not have entered into this  Stipulation  upon the
terms  provided  herein,  or (B) has  failed for any reason by the date which is
fifteen (15) days from the date of this  Stipulation  to enter into an amendment
to the APW Acquisition  Agreement in form and substance acceptable to LVEN, then
the LVEN Parties may withdraw from this Stipulation, or (iii) if either the CSFB
Approval Agreement or the Alternative Financing Agreement is not executed within
forty-five  (45) days from the date of this  Stipulation,  then the LVEN Parties
may withdraw from this Stipulation upon written notice to and received by ITB on
or before the forty-eighth (48th) day following the date of this Stipulation. As
used herein, the term "Underlying  Settlement  Transaction" shall mean and refer
to the entirety of the agreements, procedures, mechanisms, valuations, and other
provisions,  rights, obligations,  waivers, releases and remedies negotiated and
bargained for by and between ITB and LVEN in this Stipulation, including without
limitation, those set forth in Section 4 above, determined without regard to any
reference  herein  to  particular  terms  or  provisions  of the  CSFB  Approval
Agreement or any Alternative  Financing  Agreement or the rights of such parties
(all of which references were negotiated by and


                                                      -44-

RLF1-172171-1

<PAGE>



between ITB and CSFB without any  involvement of or  participation  by LVEN). In
the  event  that  any  party   withdraws   from  this   Stipulation   under  the
aforementioned circumstances (other than pursuant to clauses (i) and (ii) of the
first  sentence of this  Section  24), or in the event that the  Settlement  set
forth herein is not finally approved or does not become effective, then (a) this
Stipulation shall not be deemed to prejudice in any way the respective positions
of the parties hereto with respect to the Derivative  Action,  Green Action, NPD
Action and Brennan Bankruptcy Action, (b) the parties shall be restored to their
respective  positions in the Actions existing immediately prior to the execution
of this  Stipulation,  without  prejudice  to any then  existing or  outstanding
motions,  briefs,  discovery requests or other positions  whatsoever  (including
Corazzi's  pending  motion in the Quigley Action to dismiss for lack of personal
jurisdiction),  (c) the existence of this  Stipulation,  its  contents,  and the
negotiations  relating  hereto shall not be  admissible  in evidence or shall be
referred to for any purpose in the Derivative  Action,  Green Action, NPD Action
and Brennan Bankruptcy Action, or in any other litigation or proceeding, and (d)
this Stipulation  shall become null and void and of no force and effect.  In the
event that the LVEN Parties  withdraw from this  Stipulation  pursuant to either
clause  (i) or (ii) of the first  sentence  of this  Section  24,  then (a) this
Stipulation shall not be deemed to prejudice in any way the respective positions
of the parties hereto with respect to the Derivative  Action,  Green Action, NPD
Action and Brennan Bankruptcy Action as they relate to the LVEN Parties, (b) the
parties shall be restored to their respective  positions in the Actions existing
immediately prior to the execution of this Stipulation  solely as they relate to
the LVEN Parties, without prejudice to any then existing or outstanding motions,
briefs,  discovery requests or other positions  whatsoever  (including Corazzi's
pending   motion  in  the  Quigley  Action  to  dismiss  for  lack  of  personal
jurisdiction),  (c) the existence of this  Stipulation,  its  contents,  and the
negotiations  relating  hereto shall not be  admissible  in evidence or shall be
referred to for any purpose in the Derivative  Action,  Green Action, NPD Action
and


                                                      -45-

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<PAGE>



Brennan  Bankruptcy  Action as they relate to the LVEN Parties,  or in any other
litigation or proceeding relating to the LVEN Parties, and (d) the provisions of
this  Stipulation  as they relate to the LVEN Parties shall become null and void
and of no force and effect.  If the CSFB  Approval  Agreement is executed by ITB
and CSFB,  then  notwithstanding  the foregoing or anything else to the contrary
contained herein, the parties expressly acknowledge and agree that upon the CSFB
Effective  Date, (a) all  agreements  set forth in the CSFB Approval  Agreement,
other than those which,  by their  terms,  only become  effective  upon the LVEN
Effective Date or NPD Effective Date, as applicable,  and (b) all provisions set
forth  in  this  Stipulation  for  the  benefit  of  CSFB,  including,   without
limitation,  as set forth in this Section 24 and the  applicable  provisions  of
Sections 4(b),  4(c),  4(d), 7, 10, 13(b),  14, 15, 17, 33, 36, 38 and 39 hereof
(the  agreements and provisions  described in the foregoing  clauses (a) and (b)
being collectively referred to herein as the "CSFB Rights"), shall be and remain
in full  force and effect and  binding  upon the  parties  thereto  and  hereto,
respectively,  irrespective  of  whether  or not (i) any  approval  required  in
Section 2 or 3 hereof is ever  obtained,  and/or  (ii)  this  Stipulation  shall
become null and void and of no further force and effect in  accordance  with any
of the terms hereof; it being further  expressly  acknowledged and agreed by the
parties  that  all  of  the  CSFB  Rights  shall  survive  any   termination  or
nullification  of this  Stipulation  in  accordance  with the  terms  hereof  or
otherwise.
                  25. Subject to the last sentence of Section 24, if applicable,
following the occurrence of the LVEN Effective Date, this  Stipulation  shall be
null and void and of no further  force and effect  with  respect to all  parties
hereto other than the LVEN Parties (the "Remaining Parties") if it is determined
in good faith by all of the Remaining  Parties that one or more of the approvals
required in Section 3 above is unable to be obtained; provided, however, that if
the LVEN  Effective  Date has  occurred  and all of the  approvals  required  in
Section  3 above  are  not  received  within  180  days  from  the  date of this
Stipulation,   then  any  of  the  Remaining  Parties  may  withdraw  from  this
Stipulation upon


                                                      -46-

RLF1-172171-1

<PAGE>



written  notice to all other  parties  hereto.  In the event that any  Remaining
Party withdraws from this Stipulation,  (i) this Stipulation shall not be deemed
to prejudice in any way the respective  positions of the Remaining  Parties with
respect  to  the  Derivative  Action,  Green  Action,  NPD  Action  and  Brennan
Bankruptcy  Action which have not become  Settled  Claims upon the occurrence of
the LVEN Effective Date,  (ii) the Remaining  Parties shall be restored to their
respective  positions in the Actions existing immediately prior to the execution
of this  Stipulation,  without  prejudice  to any then  existing or  outstanding
motions,  briefs,  discovery requests or other positions  whatsoever,  (iii) the
existence of this Stipulation, its contents and the negotiations relating hereto
shall not be  admissible  in evidence or shall be referred to for any purpose in
the Derivative Action,  Green Action, NPD Action, and Brennan Bankruptcy Action,
or in any  other  litigation  or  proceeding  (other  than with  respect  to the
provisions dealing with the LVEN Parties), and (iv) this Stipulation (other than
the provisions  dealing with the LVEN Parties) shall become null and void and of
no force and effect;  provided that the withdrawal of the Remaining Parties from
this  Stipulation  shall  not  affect  the  continuing   effectiveness  of  this
Stipulation  with  respect  to  the  LVEN  Parties  and  the  provisions  of the
Stipulation  dealing  specifically  with the LVEN  Parties  (including,  without
limitation,  Sections 2 and 4 hereof in their entirety and the relevant portions
of Sections 14 through 17 hereof)  shall remain in full force and effect,  shall
not be terminated hereby and shall be binding on all parties hereto.
                                 
     EXTENSIONS 26. Without further order of the Delaware Court, the parties may
agree to  reasonable  extensions  of time to carry out any of the  provisions of
this Stipulation.

                                ENTIRE AGREEMENT



                                                      -47-

RLF1-172171-1

<PAGE>



                  27. This  Stipulation,  including  all  schedules and exhibits
attached hereto,  together with the CSFB Approval  Agreement (if executed by ITB
and CSFB), constitutes the entire agreement among the parties with regard to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral,  among the parties with respect to the subject  matter hereof.
This Stipulation may not be modified or amended or any of its provisions waived,
except by a writing executed by each of the parties whose interests are affected
by such modification, amendment or waiver.
                                    NO WAIVER
                  28.  Any  failure  by any  party to  insist  upon  the  strict
performance  by any other  party of any of the  provisions  of this  Stipulation
shall not be deemed a waiver of any of the  provisions  hereof,  and such party,
notwithstanding such failure, shall have the right thereafter to insist upon the
strict  performance of any and all of the  provisions of this  Stipulation to be
performed by such other party.
                                  COUNTERPARTS
                  29. This  Stipulation  may be executed in any number of actual
or facsimile  counterparts,  all of which shall be  considered  one and the same
agreement, and shall become effective when such counterparts have been signed by
each of the parties and delivered to the other parties.

                                  GOVERNING LAW

     30. This Stipulation shall be construed and enforced in accordance with the
laws of the State of Delaware,  without regard to the conflict of law provisions
thereof.  Any action to enforce,  construe or challenge  the  provisions of this
Stipulation, or otherwise arising out of or


                                                      -48-

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<PAGE>



concerning  this  Stipulation or any of the  transactions  contemplated  hereby,
shall be filed  exclusively in the Delaware Court and in no other court, and all
parties  hereto consent to personal  jurisdiction  in the Delaware Court for any
such  action and to the  service of  process by notice to each  party's  current
legal counsel.
                                  BEST EFFORTS
                  31. The parties and their  attorneys  agree to cooperate fully
with one another in seeking  approval of the  Settlement by the Delaware  Court,
the New Jersey  Bankruptcy Court and the New Mexico Bankruptcy Court, and to use
their  respective  good  faith  best  efforts  to  effectuate,  as  promptly  as
practicable,  the consummation of this  Stipulation and the Settlement  provided
for hereunder  (including  all related  transactions,  agreements  and approvals
described  herein at the  earliest  possible  times,  substantially  as provided
herein and in accordance with all applicable legal and regulatory requirements).
                  32. If any claims which are or would be subject to the release
and dismissal  contemplated by the Settlement are asserted against any person in
any court prior to the LVEN  Effective  Date, the NPD Effective Date or the date
of the NPD  Repurchase,  the  parties  shall  jointly,  where  possible,  seek a
dismissal or stay of such proceedings and shall otherwise use their best efforts
to effect a withdrawal or dismissal of the claims.  The parties further agree to
use their  respective good faith best efforts to obtain any approvals,  releases
or documents  required herein.  The Plaintiffs and Director  Defendants  further
agree to exercise their good faith best efforts and to cooperate  fully with ITB
in connection with any SEC filings,  the resumption of trading of ITB securities
on AMEX, the dismissal of the Rekulak Action and the Harris Action, the AutoLend
Application, the Brennan


                                                      -49-

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<PAGE>



Bankruptcy Application, the CSFB Approval Agreement or the Alternative Financing
Agreement,  and the establishment  and  implementation of an Escrow Agreement in
accordance with Section 4(b) hereof.
                             SUCCESSORS AND ASSIGNS
                  33. This  Stipulation  shall be binding upon, and inure to the
benefit of, the successors,  assigns,  heirs and  representatives of the parties
hereto;  provided,  however,  that,  except as set forth in the last sentence of
this  Section  33,  no  rights  hereunder  may be  assigned  and no  obligations
hereunder  may be  delegated  without  the prior  written  consent of all of the
parties  hereto.  Notwithstanding  the  foregoing  prohibition  of assignment or
delegation,  the  parties  agree:  (i)  that  LVEN  may  assign  to  the  person
contracting  with  LVEN  for the  purchase  of the El  Rancho  Property  under a
Disposition  Sale  (the  "Buyer")  LVEN's  rights  under  Section  4(b)  of this
Stipulation to effect the  Disposition  Sale agreed to by LVEN and the Buyer, in
which event the Buyer's rights shall be deemed to include the Buyer's right,  if
LVEN is in default of its  obligations to such Buyer or under this  Stipulation,
to acquire the El Rancho Property from ITB in accordance with this  Stipulation,
free of any rights or claims of LVEN  under its  agreement  with the Buyer;  and
(ii) that if ITB is required under the terms of this Stipulation to convey title
to the El Rancho  Property by a Disposition  Sale but fails to do so, such Buyer
shall have the right to pursue an  injunction  or  specific  performance  action
against ITB to compel the conveyance to such Buyer. To the extent that it is the
record owner of the El Rancho Property, Orion has joined in this Stipulation for
the sole and limited  purpose of consenting to the rights of Buyer as aforesaid.
Additionally, if the CSFB Approval Agreement is executed by ITB and CSFB, all of
the  CSFB  Rights  shall  inure  to the  benefit  of any  successor,  assign  or
participant of CSFB who acquires any interest in the CSFB Loan, without the need
for  notice  to, or the  consent  of,  any party  hereto  with  respect  to such
succession, assignment or participation.


                                                      -50-

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<PAGE>



                                DUE AUTHORIZATION
                  34. Each of the parties  hereto  represents  and warrants that
he,  she or it (i) has all  requisite  power and  authority  to enter  into this
Stipulation and (ii) has been duly authorized and empowered to execute,  deliver
and consummate the agreements and transactions contemplated by this Stipulation;
provided,  however, that the parties acknowledge that Brennan and the Bankruptcy
Trustee are not  authorized to undertake  any actions or assume any  obligations
hereunder until the Brennan Bankruptcy Approval has been obtained, although they
are obligated to use their best efforts to obtain such approval.
                                  NO ASSIGNMENT
                  35. Each of the parties hereto  warrants and  represents  that
he, she or it has not  assigned,  encumbered  or in any manner  transferred  (in
whole or in part) any claim or cause of action (i) referred to in the Derivative
Action,  the Green Action,  the NPD Action or the Brennan  Bankruptcy  Action or
(ii) which constitutes a Settled Claim.
                          NO THIRD PARTY BENEFICIARIES
                  36.  Except  as set  forth in the  proviso  at the end of this
Section 36, the terms and provisions of this Stipulation are intended solely for
the benefit of the parties hereto and their respective  successors and permitted
assigns,  and it is not the  intention  of the  parties  to confer  third  party
beneficiary  rights or  remedies  upon any other  person  or  entity;  provided,
however,  that if the CSFB Approval  Agreement is executed by ITB and CSFB, CSFB
shall become an express third party beneficiary of this Stipulation with respect
to all of the  provisions  set forth herein for the benefit of CSFB,  including,
without limitation,  as set forth in this Section 36 and in Sections 4(b), 4(c),
4(d), 7, 10, 13(b), 14, 15, 17, 24, 33, 38 and 39 hereof.


                                                      -51-

RLF1-172171-1

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                                 INTERPRETATION
                  37. This Stipulation, together with all schedules and exhibits
hereto,  shall be deemed to have been  mutually  prepared by all of the settling
parties and shall be interpreted as if the parties  hereto  participated  in the
drafting and preparation hereof with equal and identical degrees of involvement.
                              SPECIFIC PERFORMANCE
                  38. The parties  hereto  acknowledge  that damages would be an
inadequate  remedy  for any breach of the  provisions  hereof and agree that all
obligations  of  the  parties  hereunder  shall  be  specifically   enforceable.
Additionally, subject to the execution of the CSFB Approval Agreement by ITB and
CSFB, the parties hereto  acknowledge that damages would be an inadequate remedy
for any breach of any of the CSFB Rights and agree that, at CSFB's  election (a)
all of the CSFB Rights  shall be  specifically  enforceable  before the Delaware
Court  and/or  (b) a breach of any of the CSFB  Rights  shall be  treated  as an
"Event of Default" under the CSFB Loan Agreement, entitling CSFB to exercise all
of its rights and remedies under the CSFB Loan Agreement and the other documents
evidencing,  securing and/or otherwise relating to the CSFB Loan  (collectively,
the "CSFB Loan  Documents"),  except to the extent such CSFB Loan  Documents are
modified under or pursuant to the terms of the CSFB Approval Agreement.



                                                      -52-

RLF1-172171-1

<PAGE>




                               CSFB LOAN DOCUMENTS
                  39. The parties hereto  expressly  acknowledge  and agree that
nothing  contained in this  Stipulation  or in the CSFB  Approval  Agreement (if
executed  by ITB and CSFB)  shall  abrogate,  terminate,  limit or modify any of
CSFB's  rights  and  remedies  at law,  in  equity  and/or  under  the CSFB Loan
Documents,  except to the extent such CSFB Loan  Documents are modified under or
pursuant to the terms of the CSFB  Approval  Agreement  (if  executed by ITB and
CSFB), including, without limitation, CSFB's rights and remedies with respect to
any  default  under the CSFB Loan  Agreement  (other than those  defaults  being
waived  pursuant to the CSFB Approval  Agreement,  if executed by ITB and CSFB),
including ITB's failure to repay the entire CSFB Loan upon the maturity thereof.
Except as expressly  modified  under or pursuant to the CSFB Approval  Agreement
(if executed by ITB and CSFB),  the terms of the CSFB Loan,  as set forth in the
CSFB Loan Documents, including the payment terms and the maturity thereof, shall
be and remain unmodified and in full force and effect.

                               ANTI-DISPARAGEMENT
                  40.  Immediately  upon the execution of this  Stipulation,  no
party  hereto  shall  disparage  any other  party  hereto  with  respect to this
Stipulation or the subject matter of the Settled Claims.



RLF1-172171-1

<PAGE>




                                     /s/ Frank A. Leo
                                     Frank A. Leo


                                     /s/ Robert J. Quigley
                                     Robert J. Quigley


                                     /s/ Francis W. Murray
                                     Francis W. Murray


                                     /s/ Charles R. Dees, Jr.
                                     Charles R. Dees, Jr.


                                     /s/ Henry Brennan
                                     The Family Investment Trust
                                     Henry Brennan, Trustee



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<PAGE>



                                     NPD, INC., a Delaware corporation


                                     By: /s/ Nunzio P. DeSantis
                                        Nunzio P. DeSantis, President


                                     /s/ Nunzio P. DeSantis
                                     Nunzio P. DeSantis


                                     /s/ Anthony Coelho
                                     Anthony Coelho


                                     /s/ Michael Abraham
                                     Michael Abraham


                                     /s/ Joseph Zappala
                                     Joseph Zappala


                                     LAS VEGAS ENTERTAINMENT NETWORK,
                                     INC., a Delaware corporation


                                     By: /s/ Joseph A. Corazzi
                                        Joseph A. Corazzi, President


                                     COUNTRYLAND PROPERTIES, INC., a
                                     Nevada corporation


                                     By: /s/ Joseph A. Corazzi
                                        Joseph A. Corazzi, President



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<PAGE>



                                     CASINO-CO CORPORATION, a Nevada
                                     corporation


                                     By: /s/ Joseph A. Corazzi
                                        Joseph A. Corazzi, President


                                     /s/ Joseph A. Corazzi
                                     Joseph A. Corazzi


                                     /s/ Kenneth S. Scholl
                                     Kenneth S. Scholl


                                     INTERNATIONAL THOROUGHBRED
                                     BREEDERS, INC., a Delaware
                                     corporation


                                     By: /s/ Nunzio P. DeSantis
                                        Nunzio P. DeSantis, President


                                     D&C GAMING CORPORATION, a
                                     Delaware corporation


                                     By: /s/ Nunzio P. DeSantis
                                        Nunzio P. DeSantis


                                     /s/ James J. Murray
                                     James J. Murray


                                     /s/ John Mariucci
                                     John Mariucci



RLF1-172171-1

<PAGE>




                                     /s/ Frank Koenemund
                                     Frank Koenemund


                                     /s/ Robert W. Green
                                     Robert W. Green


                                     /s/ Robert E. Brennan
                                     Robert E. Brennan


                                     ORION CASINO CORPORATION, a
                                     Nevada corporation


                                     By: /s/ Nunzio P. DeSantis
                                        Nunzio P. DeSantis, President


                                     LAS VEGAS COMMUNICATION
                                     CORPORATION, a Nevada corporation


                                     By: /s/ Joseph A. Corazzi
                                        Joseph A. Corazzi, President

July 2, 1998

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<PAGE>



                                  Schedule K-1


         All that portion of the Northeast  Quarter (NE 1/4) and that portion of
the Southeast  Quarter (SE 1/4) of Section 9, Township 21 South,  Range 61 East,
M.D.B.&M.,  more particularly described as Parcel One (1) as shown on Parcel Map
in File 37, Page 44, recorded March 22, 1998, as Document No. 1497782, Book 1538
of Official Records, Clark County, State of Nevada.



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<PAGE>



                                  Schedule 4(b)


         Upon, and if required to effect, any Disposition Sale, ITB will provide
to any buyer (the  "Buyer")  under an asset  purchase and sale  agreement  for a
Disposition  Sale  (the   "Acquisition   Agreement")   (and/or  Buyer's  lender)
representations  and  warranties,  and will  take  certain  additional  actions,
substantially in accordance with the following:

1. Upon LVEN's reasonable prior request, ITB, by separate instrument in form and
substance  reasonably  acceptable to Buyer (the  "Representation  Certificate"),
shall represent, warrant and covenant to the Buyer each of the following matters
set forth in Sections 1 through 9 hereof.  Except as expressly  provided herein,
the El Rancho  Property is being sold by ITB, and purchased by the Buyer, in "as
is" and "where is" condition with all faults, including, without limitation, all
environmental  conditions.  ITB  disclaims  all implied  warranties  (including,
without limitation, those of fitness and merchantability).

         a. ITB is a corporation,  duly organized and validly existing under the
laws of the State of its formation.  ITB has the power and authority to carry on
its  present  business,  to enter into the  Representation  Certificate  and the
Stipulation and, subject to CSFB's rights under the CSFB Approval Agreement,  to
sell the El Rancho  Property  on the terms  set  forth in the  Stipulation.  The
execution  and  delivery  of the  Acquisition  Agreement  and  of  any  transfer
documents  thereunder,  and  the  performance  by ITB  in  connection  with  the
transactions  contemplated thereunder and under the Stipulation,  do not violate
or  constitute  an  event of  default  under  any  material  terms  of  material
provisions of any agreement, document, instrument,  judgment, order or decree to
which ITB is a party or by which it is bound.

         b.  The  individuals  executing  the  Representation  Certificate,  the
Stipulation  and any  transfer  documents on behalf of ITB have the legal power,
right and actual authority to bind ITB to the terms and conditions thereof.  The
Representation Certificate and the Stipulation are valid and binding obligations
of ITB,  enforceable in accordance  with their terms,  except as the same may be
affected by bankruptcy,  insolvency,  moratorium or similar laws, or by legal or
equitable  principles  relating to or limiting the rights of contracting parties
generally.

         c.  There  are with  respect  to the El Rancho  Property,  and to ITB's
knowledge,  no (1) pending  litigation,  condemnation  or other claim,  to ITB's
knowledge,  threatened  in  writing  (whether  or not  asserted),  (2)  business
operations,  and have been no business operations for at least five years in the
El Rancho Property, (3) accounts receivable, (4) accounts payable not current or
which will fail to be current through the date of closing, (5) service contracts
(except   for   security   and   microwave   relay   contracts),   (6)   leases,
tenants-in-possession  or occupancy  agreements of any kind,  (7) hotel or other
booking  arrangements  or agreements for the use of all or any portion of the El
Rancho  Property of any kind, (8) employees,  employment  agreements or union or
other labor  obligations or (9) equipment  leases or, except for the lien of the
CSFB Mortgage, liens on any furniture,  fixtures and/or equipment now located at
the El Rancho Property, as of the date hereof and as of closing.

         d. To ITB's  knowledge,  ITB has not  received  notice  from any party,
including,  without  limitation,  from any  municipal,  state,  federal or other
governmental  authority,  of a violation of any zoning,  building,  fire, water,
use, health, or other statute, ordinance, code or (including, without

RLF1-172171-1

<PAGE>



limitation,  any  Environmental  Laws or The Americans With Disabilities Act, as
amended) bearing on the construction, operation or use of the El Rancho Property
or any part  thereof  other than as to  matters  previously  cured,  or that any
investigation has been commenced or is contemplated respecting any such possible
violation.

         e. To ITB's  knowledge,  there has never been any Hazardous  Substances
used, handled,  manufactured,  generated,  produced, stored, treated, processed,
transferred,  or  disposed  of  at or on  the  El  Rancho  Property,  except  in
compliance with all applicable  Environmental Laws and that no Release or Threat
of Release has occurred at or on the El Rancho Property.

         f. Any Records and Plans provided to Buyer by ITB are true, correct and
complete  and  the  same  have,  to the  extent  applicable,  been  compiled  in
accordance with generally accepted accounting principles consistently applied.

         g. To ITB's  knowledge,  all  improvements  are  permitted,  conforming
structures  under  applicable  zoning and building laws and ordinances in effect
when the improvements were constructed,  the present uses thereof are permitted,
conforming uses under applicable zoning and building laws and ordinances and all
water, sewer, gas, electric, telephone, drainage and other utility equipment and
facilities in use at the El Rancho Property are installed and connected pursuant
to valid permits.

         h. To ITB's  knowledge,  the Licenses  and Permits  delivered by ITB to
Buyer are true, correct and complete.  To ITB's knowledge,  each of the Licenses
and Permits is in full force and effect as of the date  hereof and shall  remain
in full force and effect through the closing date and no  outstanding  notice of
default  or  violation  has  been  received  by ITB with  respect  to any of the
Licenses and Permits.

         i. To ITB's knowledge,  there are no agreements or contracts concerning
the general  operation and/or management of the El Rancho Property which will be
binding upon Buyer after the closing date of the Disposition Sale.

     j. ITB owns good and marketable title to the real property  included in the
El Rancho Property.

         k. To ITB's knowledge,  ITB has not commenced any proceedings which are
pending for the  reduction of the assessed  value of the real  property  that is
included in the El Rancho Property.

         l. ITB has not entered into any brokerage,  commission or other similar
agreements relating to the El Rancho Property which will be binding upon Buyer.

         m. The following representations,  warranties and covenants are limited
solely  to  those  provisions  of the  Stipulation  that  are  material  to this
Disposition  Sale: The  Stipulation is in full force and effect and has not been
amended,  modified  or  supplemented.  As of the date  hereof,  ITB has  neither
received nor sent any notice with respect to the  Stipulation and ITB shall send
to Buyer a copy of any  notice  sent to ITB by LVEN under the  Stipulation.  ITB
shall not, without the prior written consent of Buyer, modify, amend or accept a
termination  of the  Stipulation  by LVEN or accept an election or waiver of any
right or privilege thereunder by LVEN.


RLF1-172171-1

<PAGE>



         n. As used herein, the term "to ITB's knowledge" and its cognates shall
mean and refer to the actual knowledge,  without any duty of investigation,  of,
or receipt of notice by, the principal executive officer and principal financial
officer of ITB. ITB shall not be requested to provide any other representations,
warranties or covenants than are provided for in this Stipulation.

2. In receiving  any of these  representations,  warranties  or  covenants,  the
Buyer, pursuant to the Disposition Sale, acknowledges and agrees that ITB is not
a party  to the  Acquisition  Agreement  for  the  Disposition  Sale  and has no
obligations under such agreement.

     3. Any request  for due  diligence  materials  from ITB shall be limited to
those in its  possession.  ITB shall have no liability for costs and expenses of
due diligence investigations.

4. Any request by Buyer for a Phase II audit of the El Rancho  Property shall be
subject to ITB's  prior  approval  and  subject to  reasonable  restrictions  of
confidentiality (so long as such Buyer is not made liable for criminal penalties
thereby),  scope and  qualifications of persons  performing such work as ITB may
reasonably impose.

5. (a) LVEN shall  indemnify,  protect,  defend and hold ITB  harmless  from and
against any costs,  claims or expenses  (including  actual  attorneys'  fees and
expenses)  arising out of any  dealings  had by LVEN with any broker,  finder or
other middleman in connection with the Acquisition Agreement or the transactions
contemplated thereby or for claims or rights to claim a commission,  finders fee
or other brokerage fee by any such broker, finder,  middleman or other person in
connection  with the  Acquisition  Agreement  or the  transactions  contemplated
thereby.  Any  such  indemnification   shall  survive  the  closing  under  such
Acquisition  Agreement or, if closing does not occur,  the  termination  of such
Acquisition Agreement.

         (b) Buyer shall indemnify,  protect,  defend and hold ITB harmless from
and against any costs,  claims or expenses (including actual attorneys' fees and
expenses)  arising out of any dealings  had by Buyer with any broker,  finder or
other  middleman  claiming  to have  been  engaged  by or on  behalf of Buyer in
connection  with the  Acquisition  Agreement  or the  transactions  contemplated
thereby  or for  claims or rights to claim a  commission,  finders  fee or other
brokerage  fee  by any  such  broker,  finder,  middleman  or  other  person  in
connection  with the  Acquisition  Agreement  or the  transactions  contemplated
thereby.  Any  such  indemnification   shall  survive  the  closing  under  such
Acquisition  Agreement or, if closing does not occur,  the  termination  of such
Acquisition Agreement.

6. In addition to the Grant Deed and other  documents  necessary to transfer the
El  Rancho  Property,  ITB  agrees  to  deliver  to the  Escrow  Agent any other
incidental  documents  reasonably  required  by  Buyer  or the  Escrow  Agent to
consummate  the  purchase  and sale of the El Rancho  Property,  and  reasonably
acceptable to ITB, and provided that such  additional  documents  shall not give
rise to any  additional  cost or  liability  to ITB and  provided  ITB is  given
written notice by Buyer or Escrow Agent of the  requirement  for such incidental
documents  within a reasonably  sufficient time in advance of the scheduled date
of closing.

7. ITB agrees to deliver to Buyer or any title company of Buyer evidence in form
and content reasonably satisfactory to Buyer and such title company that (a) ITB
is duly  organized  and  validly  existing  under  the laws of the  state of its
formation,  (b) the  Stipulation,  transfer  documents  and all other  documents
delivered by ITB pursuant to the Disposition Sale have been duly executed and

RLF1-172171-1

<PAGE>



delivered by ITB, (c) the performance by ITB of the transactions contemplated by
the  Stipulation  for a  Disposition  Sale  have  been  duly  authorized  by all
necessary corporate, shareholder or other action of ITB and its shareholders and
(d) ITB  acknowledges  that ITB will not look to Buyer to be liable to ITB,  its
shareholders,  the Stipulation  and/or litigation  identified in the Stipulation
solely  as a result of its  purchase  of the El  Rancho  Property  (and not as a
result  of the  terms  and  conditions  of the  Acquisition  Agreement  for  the
Disposition Sale).

8. Upon delivery of the Representation  Certificate,  ITB will agree that if any
representation  and warranty  contained  therein is materially untrue when made,
then Buyer shall have the right to pursue specific  performance  and/or recovery
of monetary  damages  against ITB in connection with such  misrepresentation  or
breach of warranty.

9.       Capitalized terms used herein shall have the following definitions:

         a.  Environmental  Condition  shall mean any condition  with respect to
soil, surface waters, groundwater, land, stream sediments, surface or subsurface
strata,  ambient air in any environmental medium compromising or surrounding the
real property that is part of the El Rancho Property, which could or does result
in any damage,  loss, cost,  expense,  claim,  demand,  order or liability to or
against  ITB or Buyer by any third party  (including,  without  limitation,  any
governmental  entity),  including,  without limitation,  any condition resulting
from the operation of ITB's business and/or the operation of the business of any
other  property  of ITB or operator  in the  vicinity of the El Rancho  Property
and/or any activity or operation  formerly  conducted by any person or entity on
or off the El Rancho Property.

         b.  Environmental  Laws shall mean all  applicable  present  and future
statutes,  regulations,  rules,  ordinances,  codes, licenses,  permits, orders,
approvals,  plans,  authorizations,   concessions,  franchises,  agreements  and
similar  items,  of or  with  any and all  governmental  agencies,  departments,
commissions,  boards,  bureaus or instrumentalities of the United States, states
and   political   subdivisions   thereof  and  all   applicable   judicial   and
administrative  and  regulatory  decrees,  judgments and orders  relating to the
protection of human health or the environment, including, without limitation (i)
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, as amended, 42 U.S.C. 9061 et seq.; the Hazardous Materials Transportation
Act, as amended, 49 U.S.C. 1801, et seq.; the Resource Conservation and Recovery
Act, as amended,  42 U.S.C.  6901, et seq.; the Federal Water Pollution  Control
Act,  as  amended,  33  U.S.C.  1251,  et seq.;  and  analogous  state  laws and
regulations;  (ii)  all  requirements,  including,  but not  limited  to,  those
pertaining to reporting, licensing, permitting, investigation and remediation of
emissions,  discharges,  releases or threatened releases of Hazardous Substances
into  the  air,  surface  water,   groundwater  or  land,  or  relating  to  the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  Hazardous  Substances;  and (iii) all  requirements
pertaining  to the  protection  of the  health and  safety of  employees  or the
public.

         c. Hazardous substances shall mean (i) any toxic substance or hazardous
waste,  substance or related  material,  or any pollutant or  contaminate,  (ii)
radon  gas,  asbestos  in any  form  which  is or  could  become  friable,  urea
formaldehyde  foam  insulation,  transformers  or other  equipment which contain
dielectric fluid  containing  levels of  polychlorinated  biphenals in excess of
federal, state or local safety guidelines,  whichever are more stringent;  (iii)
any substance, gas, vapor, energy,  radiation,  material or chemical which is or
may be defined as or included in the definition of "hazardous

RLF1-172171-1

<PAGE>



substances",  "toxic substances",  "hazardous materials",  "hazardous wastes" or
words of  similar  import  under  any  Environmental  Law";  and (iv) any  other
chemical,  material, gas, vapor, energy, radiation or substance, the exposure to
or  release  of which  is or may be  prohibited,  limited  or  regulated  by any
governmental  or quasi  governmental  entity or  authority  that  asserts or may
assert jurisdiction over the El Rancho Property or the operations or activity of
the El Rancho Property or any chemical,  material, gas, vapor, energy, radiation
or substance  that does or may pose a hazard to the health  and/or safety of the
occupants of the property or the owners and/or occupants of property adjacent to
or surrounding the El Rancho Property.

         d.   Licenses   and   permits   shall  mean  all   licenses,   permits,
registrations,  certificates, authorizations and governmental approvals obtained
in  connection  with  the  design,  construction,   rehabilitation,  use  and/or
operation of the property.

         e. Records and plans shall mean all building plans,  specifications and
drawings,  surveys,  tax bills for the El Rancho Property for the last three (3)
tax years and for the  current  tax year to date,  copies  of all  Licenses  and
Permits and other documents related to the use, maintenance, repair, management,
construction and/or operation of the property.

         f.  Release  shall  mean any  releasing,  spilling,  leaking,  pumping,
pouring,  admitting,  emptying,  discharging,   injecting,  escaping,  leaching,
disposing or dumping into soil,  surface  waters,  ground  water,  land,  stream
sediments, surface or subsurface strata, abient air and any environmental medium
comprising or surrounding the El Rancho Property.

         g. Threat of Release shall mean a  substantial  likelihood of a release
which requires action to prevent or mitigate damage to the soil, surface waters,
ground water, land, stream sediments,  surface or subsurface strata, ambient air
in any  environmental  medium  comprising or surrounding  the property which may
result from such release.

10. If ITB is not the record  owner of the El Rancho  Property,  ITB shall cause
the record owner to provide the  representations  and warranties and perform the
further actions set forth herein.


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<PAGE>



                                  Schedule 6(f)


The following shall occur:

1.       ITB's  lease for the  Albuquerque  office  space  shall be  assumed  by
         AutoLend  on or before the NPD  Repurchase  and the  parties  shall use
         their best  efforts to obtain  from the  landlord a release of ITB from
         any  liability  under  the  lease  upon  such  assumption.   Upon  such
         assumption,  AutoLend  shall  return  to  ITB  any  and  all  equipment
         purchased by ITB for use at the Albuquerque office.

2.       Any obligations or agreements for the employment of Jeff Ovington, Lynn
         Budagher,  Karen  Klar  and  Linda  Gonzalas  by  ITB  or  any  of  its
         subsidiaries  shall be  terminated  effective  two weeks  following the
         Signing  Date,  without  any  obligation  on the  part  of ITB to  make
         severance or any other payments to such individuals.

     3. No payments shall be made by ITB or any of its  subsidiaries for the use
or operation of any private airplanes after the Signing Date.

4.       After the Signing Date, no  expenditures  shall be made or  obligations
         incurred  by ITB for the El  Rancho  Property  other  than  for  normal
         maintenance  and emergency  repairs,  or payments for services  already
         provided not to exceed $225,000.

5.       All moneys in the ITB bank  account in Nevada shall be  transferred  to
         ITB in New Jersey on or before the LVEN  Effective  Date and all moneys
         in the ITB bank account in New Mexico shall be transferred to ITB on or
         before the NPD Repurchase.  Prior to the transfer of such moneys to ITB
         in New Jersey,  no disbursements in excess of $2,500 shall be made from
         either  account  without  the prior  written  approval  of  Coelho  and
         Quigley.



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RLF1-172171-1

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