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                                  EXHIBIT 10.21







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                      SERVICING AND INTERCREDITOR AGREEMENT

                                  by and among

                      THE NATIONAL CITY BANK OF EVANSVILLE,
                                  as Servicer,


                               PRINCESA PARTNERS,
                                   as Borrower

                                       and

           each of the Lenders set forth on the signature page hereto

                                   FOR A LOAN
                                       to
                                PRINCESA PARTNERS

                          Dated as of October 22, 1998


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                                TABLE OF CONTENTS

(This Table of Contents is not a part of this Servicing and Intercreditor
Agreement and is for convenience of reference only.)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                              <C>
ARTICLE I Definitions.............................................................................................1

ARTICLE II Relationship of Parties................................................................................4
         Section 2.1 Pari Passu Interests.........................................................................4
         Section 2.2 Disgorgement.................................................................................4
         Section 2.3 Services Fee.................................................................................4

ARTICLE III Loan Documents........................................................................................4
         Section 3.1 Lenders' Representations.....................................................................4
         Section 3.2 Lenders' Consent.............................................................................5

ARTICLE IV Administration.........................................................................................7
         Section 4.1 Appointment and Authorization................................................................7
         Section 4.2 Note Holders.................................................................................8
         Section 4.3 Consultation with Counsel....................................................................8
         Section 4.4 Loan Documents...............................................................................8
         Section 4.5 Servicer, Lenders and Their Affiliates.......................................................8
         Section 4.6 Action by Servicer...........................................................................8
         Section 4.7 Credit Analysis..............................................................................9
         Section 4.8 Notices of Event of Default, Etc.............................................................9
         Section 4.9 Indemnification..............................................................................9
         Section 4.10 Disbursement, Collections and Servicing of Loan............................................10
         Section 4.11 Advice to Lenders..........................................................................11
         Section 4.12 Merger of Servicer.........................................................................11
         Section 4.13 Successor Servicer.........................................................................11
         Section 4.14 Servicer's Right to Retain Fee; Offset.....................................................11
         Section 4.15 Communications and Meetings with Lenders...................................................12
         Section 4.16 Mutilated, Lost, Stolen, Destroyed or Undelivered Notes....................................13

ARTICLE V Miscellaneous..........................................................................................13
         Section 5.1 Amendments..................................................................................13
         Section 5.2 Jurisdiction................................................................................13
</TABLE>



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                      SERVICING AND INTERCREDITOR AGREEMENT

                  This Servicing and Intercreditor Agreement (hereinafter
referred to as this "Agreement") is made and entered into as of the 22nd day of
October, 1998, by and among PRINCESA PARTNERS (the "Borrower"), THE NATIONAL
CITY BANK OF EVANSVILLE (the "Servicer"), and each of the lenders set forth on
the signature page hereto (collectively, the "Lenders" and each a "Lender").

                                    Recitals

                  A. The Borrower has requested that the Lenders lend to
Borrower $8,400,000 for the purposes described and defined in a certain Loan
Agreement of even date herewith among the Borrower and the Lenders (the "Loan
Agreement").

                  B. The Lenders have agreed to lend to the Borrower the
aggregate principal amount of $8,400,000 pursuant to certain Notes (as defined
in the Loan Agreement), subject to the conditions set forth in the Loan
Agreement.

                  C. The Lenders desire to employ the Servicer to receive and
distribute to the Lenders all payments required to be made by the Borrower with
respect to the Loan, to give notices and provide other information from the
Borrower to, and obtain consents from, the Lenders and to exercise, on behalf of
the Lenders, the rights and remedies of the Lenders under the Loan Agreement and
related documents upon the occurrence of an Event of Default.

                  NOW, THEREFORE, in consideration of the foregoing Recitals and
the terms and conditions set forth below, the parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions

                  "Accredited Investor" has the meaning assigned to such term by
         Regulation D promulgated by the Securities and Exchange Commission
         under the Securities Act of 1933, as amended.

                  "Bayfront" means Bayfront Ventures, a Florida general
         partnership.

                  "Bayfront Agreement" has the meaning assigned to such term in
         Section 1.1 of the Loan Agreement.

                  "Collateral" has the meaning assigned to such term in the
         Security Agreement.

                  "Collections" means all monies or other property hereafter
         received by the Servicer on account of the Loan including all payments
         and other sums realized from:

                     (i)   any Security (including insurance proceeds in respect
                  thereof);



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                     (ii)  the Borrower to the Lenders;

                     (iii) any Guarantor or Bayfront;

                     (iv)  the exercise of any remedies or foreclosure by
                  the Servicer or the Lenders of any lien, security interest,
                  claim or right of setoff with respect to the Security or any
                  deposit balance or other property of the Borrower; and

                     (v)   Enforcement Procedures.

                  "Enforcement Procedures" means any action taken by the
         Servicer or a Lender upon an Event of Default.

                  "Event of Default" has the meaning assigned to such term in
         Section 1.1 of the Loan Agreement.

                  "Extraordinary Expenses" means all reasonable out-of-pocket
         costs, expenses (including without limitation court costs, attorneys'
         fees and legal expenses, including costs, fees and expenses of appeal,
         whether or not any of the foregoing costs and expenses are reimbursable
         by the Borrower, so long as the Borrower has not paid or reimbursed the
         Servicer therefor), taxes, assessments, insurance premiums, any charges
         required by the Loan Documents to be paid, or expenses which are
         necessary or desirable to protect or preserve any Collateral, and any
         and all other out-of-pocket expenses which are incurred by the Servicer
         including the fees and costs of any professionals hired by the Servicer
         (and not promptly paid or reimbursed by the Borrower) at any time or
         from time to time hereafter, in connection with:

                     (i)   the collection or enforcement of the Loan;

                     (ii)  the preservation of the Security;

                     (iii) the collection or enforcement of liabilities owed by
                  the Borrower to any Lenders;

                     (iv)  the sale, disposition or other realization upon
                  or the recovery of possession of any Security;

                     (v)   any Enforcement Procedures; or

                     (vi)  the filing and prosecution of a complaint with
                  respect to any of the above matters or the defense of any
                  claim, actual or threatened, by the Borrower, a receiver or
                  trustee in bankruptcy for, or other representative of, the
                  Borrower or third party, for, on account of, or with respect
                  to the Loan or the Loan Documents, whether to cover damages
                  for business interference, for liabilities or debts of the
                  Borrower, for alleged preferences or fraudulent

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                  conveyances or transfers received or alleged to have been
                  received from any Person as a result of the Loan or in
                  connection with any Collections, or otherwise.

                  "Gross Facility Revenues" has the meaning assigned to such
         term in Section 1.1 of the Loan Agreement.

                  "Guarantor" has the meaning assigned to such term in Section
         1.1 of the Loan Agreement.

                  "Guaranty" has the meaning assigned to such term in Section
         1.1 of the Loan Agreement.

                  "Loan" has the meaning assigned to such term in Section 1.1 of
         the Loan Agreement.

                  "Loan Agreement" means the Loan Agreement of even date
         herewith, by and among the Borrower and the Lenders, as the same may
         from time to time be amended or supplemented in accordance with the
         terms hereof and thereof.

                  "Loan Documents" means this Agreement, the Notes, the
         Mortgage, the Security Agreement, the Loan Agreement, the Bayfront
         Agreement, the Guaranties and all amendments, supplements and
         replacements thereof and thereto and promissory notes and agreements
         executed and delivered by the Borrower in renewal, substitution or
         restatement thereof, each as delivered or to be delivered to the
         Servicer pursuant to the terms of the Loan Agreement.

                  "Mortgage" has the meaning ascribed to such term in Section
         1.1 of the Loan Agreement.

                  "Notes" has the meaning assigned to such term in the Loan
         Agreement.

                  "Person" means any individual, corporation, partnership,
         limited liability company, joint venture, firm, association, joint
         stock company, trust, unincorporated organization, government, or any
         agency, instrumentality or political subdivision thereof, or any other
         entity, whether acting in an individual, fiduciary or other capacity.

                  "Security" means the Vessel, the Collateral and the Gross
         Facility Revenues.

                  "Security Agreement" means the Security Agreement of even date
         herewith given by the Borrower for the benefit of the Lenders.

                  "Servicer" means The National City Bank of Evansville, its
         permitted successors and assigns pursuant to the provisions of this
         Agreement.

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                  "Super-Majority Interest" means those Lenders who in the
         aggregate hold at least 66% of the total outstanding principal amount
         of the Loan.

                  "Vessel" has the meaning assigned to such term in the Loan
         Agreement.

                                   ARTICLE II
                             Relationship of Parties

                  Section 2.1 Pari Passu Interests. The respective interests of
each Lender in and to the Loan, the Security and the Collections shall be pari
passu and no Lender shall have any priority over the other. Each Lender agrees
that if it shall, by exercising any right of setoff or counterclaim or
otherwise, receive payment of all or any portion of the aggregate amount of
principal and interest due with respect to the Loan, or fees, costs or expenses
in connection therewith, such Lender shall pay the same over to the Servicer,
for distribution by the Servicer among the Lenders as Collections in accordance
with this Agreement.

                  Section 2.2 Disgorgement. If the Servicer is required to
refund to the Borrower, trustee in bankruptcy, a receiver or any other Person
(on account of a preference or otherwise) any amount in connection with this
Agreement, then each Lender shall pay to the Servicer its pro rata share of the
refund.

                  Section 2.3 Services Fee. For its services hereunder, the
Servicer shall be entitled to a fee at the rate of 1/4 of 1 percent (.25%), per
annum of the principal amount of the Loan outstanding from time to time, such
fee to be payable by the Lenders to the Servicer only from Collections.

                                   ARTICLE III
                                 Loan Documents

                  Section 3.1 Lenders' Representations. Each Lender
acknowledges, agrees and represents as follows:

                  (a) The Servicer shall hold and administer the Collections and
         other Security in its name for the benefit of the Lenders.

                  (b) Such Lender has received and made a complete examination
         of copies of all Loan Documents it requires and approves of the form
         and content of the same.

                  (c) Such Lender has been provided with or granted access to
         all of the financial and other information that it has requested or
         believes to be necessary to enable it to make an independent and
         informed judgment with respect to the Security and the Borrower and the
         desirability of lending money to the Borrower.

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                  (d) Such Lender has, without reliance on the Servicer, Dain
         Rauscher Incorporated or their officers, employees or agents, and based
         upon such documents and information as such Lender has deemed
         appropriate, made its own credit analysis and decision to enter into
         the Loan Agreement.

                  (e) Such Lender's execution and delivery of this Agreement and
         the other Loan Documents and making of its Loan to the Borrower do not
         constitute a violation of any agreement, law, statute, regulation,
         decree or decision (including any legal lending limits) which is
         binding on such Lender.

                  (f) Such Lender is an Accredited Investor.

                  (g) Such Lender is making its portion of the Loan for its own
         account and not with a view to the distribution thereof.

                  (h) Such Lender understands that the Notes and the interests
         in the Loan might be deemed securities, and such Lender agrees that it
         will not transfer, assign or participate any interest in its Note or in
         any portion of the Loan in violation of any law, including the
         Securities Act of 1933, as amended.

                  (i) The Servicer, Dain Rauscher Incorporated and their
         officers, employees or agents make no warranty or representation, and
         shall not be responsible for any statement, warranty or representation
         made, in connection with the Security or any document in connection
         with the Loan. Without limiting the generality of the foregoing, each
         Lender acknowledges that neither the Servicer nor Dain Rauscher
         Incorporated has made any guaranty of repayment, it being understood
         that the Lenders shall look only to the Collections and to the Security
         for repayment of the Loan.

                  Section 3.2 Lenders' Consent.

                  (a) Consents Required. Unless otherwise provided in this
         Agreement or the other Loan Documents, the Servicer may only take
         action with respect to the Loan Documents and the Security with the
         consent of a Super-Majority Interest. No Lender shall be entitled to
         exercise any rights and remedies with respect to any Event of Default,
         to accelerate the Note or Notes held by such Lender or enter into any
         agreement to forbear from exercising any rights and remedies with
         respect to any Event of Default except with the approval of Lenders
         holding a Super-Majority Interest. In addition, Lenders holding a
         Super-Majority Interest may require that such rights and remedies be
         exercised or that the Lenders agree to forbear from exercising such
         rights and remedies upon the occurrence of an Event of Default. Upon
         the occurrence of an Event of Default and the election by the
         Super-Majority Interest to pursue or to forbear from rights and
         remedies, the Lenders who in the aggregate hold at least 50% in
         aggregate outstanding principal amount of the Loan shall have the

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         right, by an instrument or concurrent instruments in writing delivered
         to the Servicer, to direct the method of conducting all remedial
         proceedings or any forbearance to be taken by the Lenders, including,
         without limitation, whether all or any portion of the Security should
         be acquired or realized upon and whether any such acquisition should be
         made by a transfer in lieu of foreclosure or by purchase at foreclosure
         sale or otherwise. All workout agreements, modification agreements,
         bankruptcy plans, and other plans or actions taken with respect to a
         default, shall likewise be subject to approval by the Lenders holding
         at least 50% in aggregate outstanding principal amount of the Loan. At
         the request of such Lenders, the Servicer shall prepare and file all
         necessary plans, objections, lawsuits, arbitration proceedings, and
         other proceedings in connection with any such default. The Lenders
         holding at least 50% in aggregate outstanding principal amount of the
         Loan shall also have the right to approve budgets of costs to be
         incurred in connection with the default, including, without limitation,
         attorneys' fees and other costs and expenses proposed to be incurred by
         the Servicer, and the Servicer shall conduct any actions within the
         budgets submitted and so approved or amendments thereto approved by the
         Lenders holding at least 50% in aggregate outstanding principal amount
         of the Loan, provided that such directions shall not be otherwise than
         in accordance with the law and the provisions of the Loan Documents.

                  (b) Corrective Actions. The Servicer may, at any time without
         the consent of the Lenders, subject to the conditions and restrictions
         set forth in the Loan Documents, enter into supplements of the Loan
         Documents for any one or more of the following purposes:

                      (i)   to correct or amplify the description of any
                  property subject to the lien of the Loan Documents;

                      (ii)  to grant to the Servicer one or more additional
                  properties as security for the Loan; or

                      (iii) to cure any ambiguity, or to cure, correct or
                  supplement any defective or inconsistent provision contained
                  therein.

                  (c) No Obligation to Advance Funds. Nothing herein shall be
         construed as requiring the Servicer to advance its own funds to prevent
         or cure an Event of Default or effectuate an Enforcement Procedure.

                  (d) No Obligation to Take Action. Except for action expressly
         required to be taken by the Servicer hereunder and under the other Loan
         Documents, the Servicer shall be entitled to refrain from taking any
         action hereunder unless it shall be indemnified to its satisfaction by
         the Lenders from any and all liability and expense it may incur by
         reason of taking such action. Wherever in the Loan Documents

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         provision is made for indemnity by the Lenders, if the Lender or
         Lenders providing such indemnity has an aggregate net worth or net
         asset value of at least $50,000,000, as set forth in its most recent
         audited financial statements or as otherwise satisfactorily
         demonstrated to the Servicer, the Servicer shall not require any
         indemnity bond or other security for such indemnity. Such indemnity
         shall be only for those actions or inaction taken or not taken at the
         actual direction of the Lenders holding the designated proportion of
         principal of the Loan, as required hereunder. In any case where more
         than one Lender is providing indemnity, such indemnity shall be several
         and not joint and, as to each Lender, such indemnity obligation shall
         not exceed its percentage interest of the outstanding principal amount
         of the Loan. If provided indemnity, the Servicer shall (i) be required
         to provide the indemnifying Lenders written notice of any claim which
         may be covered by the indemnification and, upon request of any
         indemnifying Lender, to provide to such Lender copies of all documents
         received by the Servicer in connection therewith; (ii) at the
         indemnifying Lenders' request, tender to such Lenders control of the
         defense (and settlement) of any such claim and cooperate with the
         indemnifying Lenders in such defense; and (iii) have no claim for
         indemnification for any settlement of any claim unless written notice
         of such settlement has been first furnished to the indemnifying Lenders
         and such Lenders shall have consented, in writing, to such settlement.

                  (e) Unanimous Consent Required. Unanimous consent shall be
         required from all the Lenders to deprive any Lender of the benefit of
         the lien of the Loan Documents upon any of the Security.

                                   ARTICLE IV
                                 Administration

                  The following provisions shall govern the relationship of the
Servicer with the Lenders:

                  Section 4.1 Appointment and Authorization. Each Lender
appoints and authorizes the Servicer to take such action as agent on its behalf
and to exercise such respective powers under the Loan Documents as are delegated
to the Servicer by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto. In connection therewith, the Servicer or the
Depository shall be named as loss payee and additional insured, on behalf of the
Lenders, on all insurance policies required to be obtained by the Borrower
pursuant to the Loan Agreement, and the Servicer shall be entitled to receive
from the Borrower evidence of all such insurance. Neither the Servicer nor any
of its directors, officers or employees, shall be liable for any action taken or
omitted to be taken under or in connection with the Loan Documents, except for
such Person's own negligence or willful misconduct. The Servicer shall act as an
independent contractor in performing its obligations as Servicer hereunder, and
nothing herein contained shall be deemed to create a fiduciary relationship
among or between the Servicer, the Borrower or the Lenders.

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                  Section 4.2 Note Holders. The Servicer may treat the payee of
any Note as the holder of the obligations evidenced thereby until written notice
of transfer shall have been filed with it, signed by such payee and in the form
attached hereto as Exhibit A.

                  Section 4.3 Consultation with Counsel. The Servicer may
consult as to matters of law with legal counsel selected by it and shall not be
liable for any action taken or suffered in good faith by it in accordance with
the advice of such counsel.

                  Section 4.4 Loan Documents. The Servicer shall not be under
the duty to examine or pass upon the validity, effectiveness, genuineness or
value of any of the Loan Documents or any other instrument or document furnished
pursuant thereto, and the Servicer shall be entitled to assume that the same are
valid, effective and genuine and what they purport to be.

                  Section 4.5 Servicer, Lenders and Their Affiliates. With
respect to any portion of the Loan to the Borrower made by the Servicer or its
affiliates, such parties shall have the same rights and powers under the Loan
Documents as any other Lenders and may exercise the same consistent with the
terms thereof. The Servicer, any Lender and their respective affiliates may
accept deposits from, lend money to, issue letters of credit for the account of
and generally engage in any kind of business with the Borrower or any of its
affiliates as if it were not the Servicer or a Lender, as the case may be.

                  Section 4.6 Action by Servicer. Except as may otherwise be
expressly stated in the Loan Documents, the Servicer shall be entitled to use
its discretion with respect to exercising or refraining from exercising any
rights which may be vested in it by, or with respect to taking or refraining
from taking any action or actions which it may be able to take under or in
respect of, the Loan Documents. Except as otherwise provided in the Loan
Documents, the Servicer shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instruction of the Super-Majority Interest and indemnification pursuant to
Section 3.2(d), and such instructions shall be binding upon all the Lenders;
provided, however, that the Servicer shall not be required to take any action
which exposes the Servicer to personal liability or which is contrary to the
Loan Documents or applicable law. The Servicer shall incur no liability under or
in respect of any of the Loan Documents by acting upon any notice, consent,
warranty or other paper or instrument reasonably believed by it to be genuine or
authentic or to be signed by the proper party or parties and to be consistent
with the terms of this Agreement.

                  Section 4.7 Credit Analysis. Each Lender has made, and shall
continue to make, its own independent investigation or evaluation of the
operations, business, property and condition, financial and otherwise, of the
Borrower in connection with entering into this Agreement and the Loan Agreement
and has made its own appraisal of the creditworthiness of the Borrower. Except
as required by Section 4.8 hereof or as otherwise explicitly provided herein,
the Servicer has no duty or responsibility, either initially or on a continuing

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basis, to provide any Lender with any credit or other information with respect
to such operations, business, property, condition or creditworthiness, whether
such information comes into its possession on or before the first Event of
Default or at any time thereafter.

                  Section 4.8 Notices of Event of Default, Etc. In the event
that any Lender shall have acquired actual knowledge of any Event of Default,
other than as a result of its receipt of financial statements delivered to it in
accordance with the Loan Agreement, such Lender shall promptly give notice
thereof to the Servicer. The Servicer shall, promptly upon receipt of any such
notice, provide a copy thereof to the other Lenders. Upon receipt from any
Lender of a request that the Servicer give notice to the Borrower of the
occurrence of an Event of Default, the Servicer shall promptly forward such
request to the other Lenders, shall facilitate communication between the Lenders
by any necessary and expedient means, and shall take such action and assert such
rights under this Agreement and the other Loan Documents as the Lenders holding
such portion of the Loan as may be required hereunder shall direct in writing.

                  Section 4.9 Indemnification. Subject to Section 3.2(d) hereof,
each Lender agrees to indemnify the Servicer, as Servicer (to the extent not
reimbursed by the Borrower; provided that nothing in this provision shall be
deemed to increase, decrease or in any way affect the Borrower's liability for
reimbursement of costs and expenses of the Servicer or any Lender), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on or incurred by the Servicer in any way
relating to or arising out of the Loan Documents or any action taken or omitted
by the Servicer under the Loan Documents, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Servicer's negligence or willful misconduct; provided further that no
Lender shall be liable for any portion of such liabilities in respect of its
Note until the occurrence of an Event of Default. Each Lender's liability
hereunder shall equal its proportionate share of the aggregate amount of the
Servicer's liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements, with such Lender's
proportionate share based on the principal amount that such Lender's Note or
Notes bear to the aggregate principal amount of all Notes held by all Lenders
who are obligated to contribute to such indemnification. No payment by any
Lender under this Section 4.9 shall relieve the Borrower of any of its
obligations under the Loan Documents.

                  Section 4.10 Disbursement, Collections and Servicing of Loan.

                  (a) On the Closing Date specified in the Loan Agreement, each
Lender shall transfer its portion of the Loan to the Servicer in accordance with
the Servicer's written instructions. The transfer of each Lender's portion of
the Loan to the Servicer shall constitute a loan by such Lender to the Borrower,
and interest on the amount transferred shall start to accrue at the agreed rate
on the date of such transfer. The Servicer shall disburse the

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amounts transferred to it to the Borrower when all of the conditions precedent
specified in Section 5.1 and 5.2 of the Loan Agreement have been met; provided,
however, that Lenders holding a Super-Majority Interest may authorize the waiver
of any one or more of the conditions precedent specified in Section 5.1.

                  (b) On or before three Business Days prior to the first day of
each month, the Servicer shall notify the Borrower of the amount to be paid to
the Servicer on the first day of the following month with respect to the Notes
and shall collect such amount from the Borrower. Upon the occurrence of an Event
of Default, at the direction of the Super-Majority Interest, the Servicer shall
collect from the Borrower any and all Collections and shall exercise for the
benefit of the Lenders all rights and interests with respect to the Loan, the
Loan Documents and the Security. Subject to Section 4.14, the Servicer shall
hold all Collections at any time received by the Servicer for the Lenders, and
the Servicer shall promptly account for and pay each Lender, by wire transfer,
such Lender's ratable portion of any and all such Collections based on (i) with
respect to regular monthly payments made prior to the acceleration of the
principal of the Loan, the ratio that the total amount of principal, interest
and late payment charges then due and owing to such Lender under its Note bears
to the aggregate amount of principal, interest and late payment charges then due
and owing to all Lenders under the Notes; (ii) with respect to principal
prepayments (whether voluntary or mandatory) prior to the acceleration of the
principal of the Loan, the ratio that the outstanding principal balance of such
Lender's Note bears to the aggregate outstanding principal balance of all the
Notes; and (iii) after acceleration of the principal of the Loan, the ratio that
the outstanding principal balance of such Lender's Note plus interest and late
charges thereon bears to the aggregate outstanding principal balance of all the
Notes plus interest and late charges thereon. Until remitted to the Lenders, the
Servicer will hold all Collections as agent for the Lenders.

                  Section 4.11 Advice to Lenders. The Servicer shall forward to
the Lenders copies of all notices, financial reports and other communications
received under the Loan Documents from the Borrower by it as Servicer,
excluding, however, any notices, reports and communications which by the terms
hereof are to be furnished by the Borrower directly to the Lenders.

                  Section 4.12 Merger of Servicer. Any corporation or
association into which the Servicer may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer its trust business and
assets as a whole or substantially as a whole, or any corporation or association
resulting from any such conversion, sale, merger, consolidation or transfer to
which it is a party, ipso facto, shall be and become successor Servicer
hereunder and vested with all the powers, discretions, immunities, privileges
and all other matters as was its predecessor, without the execution or filing of
any instrument or any further act, deed or conveyance on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

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                  Section 4.13 Successor Servicer. The Servicer may resign at
any time by giving written notice of its intention to do so to the Lenders and
the Borrower. The Super-Majority Interest may remove the Servicer at any time
with or without just cause by giving the Servicer and the Borrower written
notice of such removal. Upon any such notice of resignation or removal, the
Super-Majority Interest shall have the right to appoint a successor Servicer. If
no successor Servicer shall have been so appointed and shall have accepted such
appointment within 30 days after the giving of notice of the retiring Servicer's
resignation or removal, then the retiring Servicer may, on behalf of the
Lenders, appoint a successor Servicer that shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and that
has a combined capital and surplus of at least $100,000,000. Any such
resignation or removal of the retiring Servicer shall be effective only upon the
appointment of and acceptance of appointment by a successor Servicer. Upon such
acceptance of appointment as the successor Servicer, such successor Servicer
shall thereupon succeed to and become vested with all rights, powers, privileges
and duties of the retiring Servicer, and the retiring Servicer shall thereafter
be discharged from its duties and obligations under this Agreement and the other
Loan Documents. After the retiring Servicer's resignation or removal hereunder
as the Servicer, the provisions of this Article IV shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was acting as the
Servicer under this Agreement and any other Loan Document.

                  Section 4.14 Servicer's Right to Retain Fee; Offset.
Notwithstanding anything to the contrary in this Agreement or any other Loan
Document, the Servicer may withhold from each Lender's share of Collections,
such Lender's pro rata share (based on the ratio that the outstanding principal
balance of such Lender's Note bears to the outstanding principal balance of all
the Notes) of the servicing fee then due and payable under Section 2.3. The
Servicer may also, in its sole discretion, with written notice to the Lenders,
offset from the Lenders' share of Collections any Extraordinary Expenses
incurred by the Servicer; provided that (i) to the extent any of the foregoing
fees and expenses shall not properly be reimbursable by the Borrower, or from
any of its property or proceeds thereof, in accordance with the terms of the
Loan Agreement and the other Loan Documents, then any amount so offset shall be
deemed to have been received by the Lender against whom the offset was made for
purposes of determining the Borrower's liability to such Lender, and (ii) to the
extent any of the foregoing fees and expenses are reimbursable by the Borrower,
or from its property or proceeds thereof, the Servicer will notify the Borrower
of the amount thereof at least five days prior to setting off such amount from
the Lenders' share of Collections.

                  Section 4.15 Communications and Meetings with Lenders.

                  (a) All communications from the Servicer to the Lenders
         requesting the Lenders' determination, consent, approval or disapproval
         (i) shall be given in the form of a written notice to the Lenders, (ii)
         shall be accompanied by a description of the matter or thing as to
         which such determination, consent, approval or disapproval is requested
         and shall advise the Lenders where such matter or thing may be
         inspected

                                      -11-

<PAGE>   14

         or shall otherwise adequately describe the matter or issue to be
         resolved, (iii) shall include to the extent not previously provided all
         written materials (to the extent necessary to make an informed
         decision) and a description of all oral information (to the extent
         necessary to make an informed decision) provided to the Servicer in
         respect of the matter or issue to be resolved, and (iv) shall include
         the course of action or determination recommended by the Servicer in
         respect thereof, if any. Each Lender shall respond within fifteen (15)
         business days after such written notice is given by the Servicer and,
         if such reply is not so given, the Lender shall be deemed to have
         approved such matter.

                  (b) A meeting of Lenders may be called by the Servicer at any
         time and from time to time pursuant to the provisions of this Section
         4.15(b), to take any action authorized to be taken by or on behalf of
         the Lenders under any provision of this Agreement or the Loan
         Documents, which meeting shall be held in Evansville, Indiana. Notice
         of such meeting, setting forth the time, place and generally the
         subject thereof, shall be mailed to each Lender by first class mail,
         postage prepaid, not fewer than fifteen (15) nor more than ninety (90)
         days prior to the date of such meeting, at such Lender's address as it
         appears in the Servicer's records on the fifteenth (15th) day preceding
         such mailing, which fifteenth (15th) day preceding the mailing shall be
         the record date for the meeting. If at any time the Lenders holding at
         least 25% in aggregate principal amount of the Notes then outstanding
         shall have requested the Servicer to call a meeting of the Lenders, by
         written request setting forth the purpose of the meeting, and the
         Servicer shall not have mailed notice of the meeting within twenty (20)
         days after receipt of the request, then the requesting Lenders, or any
         of them, may determine the time and place of the meeting and may call
         the meeting to take action authorized by this Agreement by mailing
         notice of such meeting as provided above. Any meeting of the Lenders
         shall be valid without notice as to any Lender present by person or
         proxy or who shall have waived notice of such meeting before the
         meeting. Any Lender shall be entitled to participate by telephone in
         any meeting authorized in this Section.

                   Section 4.16 Mutilated, Lost, Stolen, Destroyed or
Undelivered Notes. If any Note is mutilated, lost, stolen or destroyed, the
Borrower may execute and the Servicer may authenticate a new Note of the same
denomination so long as any such mutilated Note shall first be surrendered to
the Servicer, and, in the case of any lost, stolen or destroyed Note, there
shall first be furnished to the Borrower and the Servicer reasonable evidence of
such loss, theft or destruction, together with an indemnity reasonably
satisfactory to them. If the Note has matured or been prepaid, instead of
issuing a duplicate Note, the Servicer may with the consent of the Borrower pay
the Note without requiring surrender of the Note and make such requirements as
the Servicer deems fit for its protection, including a lost instrument bond. The
Servicer may charge the holder of the Note its reasonable fees and expenses in
this connection.

                                      -12-

<PAGE>   15

                                    ARTICLE V
                                  Miscellaneous

                  Section 5.1 Amendments. This Agreement can be amended or
modified only by a writing signed by the parties hereto.

                  Section 5.2 Jurisdiction. The provisions of the Loan
Agreement regarding governing law, jurisdiction, choice of forum and enforcement
of remedies are incorporated into this Agreement by reference.

                                      -13-

<PAGE>   16



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.

PRINCESA PARTNERS                          THE NATIONAL CITY BANK OF
                                             EVANSVILLE, as Servicer
By CONAMI, INC., Its General Partner

                                           By /s/ Stewart G. Herrington
By /s/ Jerry L. Baum                         -----------------------------------
  ---------------------------------          Its Executive Vice President
  Its President

and

By GOLDCOAST ENTERTAINMENT
   CRUISES, INC., Its General Partner


By /s/ Michael A. Hlavsa
  ---------------------------------
  Its President


             Signature Page to Servicing and Intercreditor Agreement



<PAGE>   17


                                    LENDERS:

THE NATIONAL CITY BANK OF                  FIRST NATIONAL BANK
  EVANSVILLE

                                           By /s/ Brent Frank
By /s/ Stewart G. Herrington                 -----------------------------------
  ---------------------------------          Its Executive Vice President
  Its Executive Vice President


                                           UNITED PRAIRIE BANK - SLAYTON
LINN COUNTY STATE BANK

                                           By /s/ Skip Larson
By /s/ Serge L. Sisler                       -----------------------------------
  ---------------------------------          Its Executive Vice President
  Its President


UNITED COMMUNITY BANK OF                   PEOPLES NATIONAL BANK OF
  NORTH DAKOTA                               KEWANEE

By                                         By /s/ Charles Eastman
  ---------------------------------          -----------------------------------
  Its                                        Its President
     ------------------------------

                                           STATE BANK OF FARGO

                                           By
                                             -----------------------------------
                                             Its
                                                --------------------------------













             Signature Page to Servicing and Intercreditor Agreement



<PAGE>   18


                                                                       Exhibit A
                                        to Servicing and Intercreditor Agreement

                               NOTICE OF TRANSFER


TO: _____________________________________, or its successors and assigns (the
"Servicer") under that certain Servicing and Intercreditor Agreement dated
October, 15 1998 (the "Servicing Agreement") between the Servicer,
_________________________, and PRINCESA PARTNERS (the "Borrower").


         The undersigned is the payee, or a successor in interest to the named
payee (the "Transferring Payee"), of a certain Note dated as of October 15, 1998
in the initial principal amount of $____________ from the Borrower (the "Note")
evidencing a portion of the loan funded pursuant to a certain Loan Agreement
dated as of the same date.

         In accordance with and subject to all terms and conditions of the
Servicing Agreement, the undersigned hereby notifies the Servicer that the
undersigned has endorsed or otherwise transferred all its right title and
interest in and to the Note and all Loan Documents (as defined in the Servicing
Agreement) to the following party (the "Transferee"):


    _______________________________________________________
              NAME OF TRANSFEREE

Dated: __________________                   ______________________________
                                            (Name of Transferring Payee)

                                            By ___________________________
                                                  (Authorized Signator)
                                            Its __________________________

                        ACCEPTANCE OF LOAN DOCUMENT TERMS

         The undersigned as the above-referenced Transferee hereby acknowledges
that it has acquired the Note, subject to all terms and conditions of the Loan
Documents, and that the Transferee shall comply with the terms of the Servicing
Agreement to the same extent as though the Transferee were an original "Lender"
under the Servicing Agreement. As of this date, the undersigned reaffirms,
acknowledges, agrees to and represents, as applicable, to the matters set forth
in Section 3 of the Servicing Agreement.

         Set forth below is the true and correct name and address of the
Transferee to which all payments and correspondence concerning the Note may be
sent or delivered, along with a person authorized to act on behalf of the
Transferee with respect to the Note;

    ____________________________________________________
                         ADDRESS

    ____________________________________________________
                         RESPONSIBLE OFFICER

    ____________________________________________________
                          EIN

Dated: __________________
                                            ______________________________
                                                (Name of Transferee)

                                            By ___________________________
                                                  (Authorized Signator)
                                               Its _______________________