Exhibit 10.23

                                                    Transaction No. 1203-P-01-01


                           LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY  AGREEMENT (as amended,  restated,  supplemented and
otherwise modified from time to time, this "Agreement") made and entered into as
of June 30, 2005 by and between PDS Gaming Corporation, a Minnesota corporation,
with an office and place of  business  at 6280 Annie  Oakley  Drive,  Las Vegas,
Nevada 89120-3910 ("Lender"), Cruise Holdings I, LLC, a Nevada limited liability
company  ("Cruise  I"),  Cruise  Holdings  II, LLC, a Nevada  limited  liability
company  ("Cruise  II"),  Royal Star  Entertainment,  LLC,  a  Delaware  limited
liability company ("RSE"), Riviera Beach Entertainment,  LLC, a Delaware limited
liability company ("RBE"),  ITG Vegas, Inc., a Nevada  corporation  ("ITGV") and
ITG Palm  Beach,  LLC, a Delaware  limited  liability  company  ("ITGPB"),  each
jointly  and  severally,  each with an office and place of  business at One East
11th Street,  Suite 500, Riviera Beach, Florida 33404 (Cruise I, Cruise II, RSE,
RBE, ITGV and ITGPB are hereinafter individually and collectively referred to as
the  "Borrower"),  Palm  Beach  Maritime  Corporation,  a  Delaware  corporation
("PBM"), Palm Beach Empress, Inc., a Delaware corporation ("PBE"), International
Thoroughbred Gaming Development Corporation,  a New Jersey corporation ("ITGD"),
International  Thoroughbred Breeders, Inc., a Delaware corporation ("ITB"), with
an  office  and place of  business  at 1105  North  Market  Street,  Wilmington,
Delaware  19899  (PBM,  PBE,  ITGD  and ITB  are  hereinafter  individually  and
collectively referred to as "Guarantor").

                                    AGREEMENT

     NOW  THEREFORE,  IN  CONSIDERATION  OF THE MUTUAL  COVENANTS AND AGREEMENTS
CONTAINED  HEREIN,  AND SUBJECT TO THE TERMS OF THIS  AGREEMENT  AND THE RELATED
LOAN DOCUMENTS, Lender and Borrower hereby agree as follows:

1. Definitions. As used in this Agreement, and not otherwise defined herein, the
following terms shall be defined as follows:

     a.  "Affiliate"  , with  respect to any Loan Party,  (a) each Person  that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other  fiduciary,  five percent (5%) or more of the capital stock or
other equity ownership interests having ordinary voting power in the election of
directors or managers (if a limited  liability  company) of such Loan  Party,(b)
each Person that controls, is controlled by or is under common control with such
Loan  Party,  (c)  each of such  Loan  Party's  executive  officers,  directors,
managers (if a limited liability company),  joint venturers and partners and (d)
the immediate family members, spouses and lineal


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descendants of individuals who are Affiliates of Loan Parties.  For the purposes
of this  definition,  "control" of an entity means the  possession,  directly or
indirectly,  of the power to direct or cause the direction of its  management or
policies,  whether  through the ownership of voting  securities,  by contract or
otherwise;  provided,  however,  that the term  "Affiliate" as it relates to any
Loan Party shall specifically exclude Lender.

     b.  "Big  Easy  Marketing  Expenses"  means  those  non-recurring  expenses
incurred by Borrower in  connection  with the promotion and marketing of the Big
Easy Vessel  subsequent  to its initial  voyage  through and including the grand
opening event, the aggregate amount of which expenses shall not exceed $250,000.

     c. "Big Easy Mortgage" means that certain first-priority Preferred Mortgage
made by Cruise II, as owner of the Big Easy  Vessel,  to and for the  benefit of
Lender,  securing  the  original  principal  amount of the Note in the amount of
Twenty-Nine  Million Three Hundred Thirteen  Thousand Eight Hundred Eighty Eight
Dollars and Ninety Six Cents  (US$29,313,888.96) plus interest, duly recorded in
the records of the United States Coast Guard, as assigned to PDS Funding 2004-A,
LLC as permitted under this Agreement.

     d. "Big Easy Vessel"  means the Casino Cruise Ship EMPRESS II, now known as
the Big Easy, United States Official Number 998517 ("Big Easy Vessel").

     e. "Charges" means all federal,  state,  county,  city,  municipal,  local,
tribal, foreign or other taxes of a governmental authority, levies, assessments,
charges,  liens,  claims or encumbrances  upon or relating to (a) the Vessels or
the Collateral, (b) the Obligations, (c) the employees, payroll, income or gross
receipts  of any  Loan  Party,  (d) any  Loan  Party's  ownership  or use of any
properties  or  other  assets,  or (e) any  other  aspect  of any  Loan  Party's
business.

     f. "Code"  means the Uniform  Commercial  Code of Florida  except where the
Uniform  Commercial  Code of another state governs the  perfection of a security
interest  in the  Equipment,  as defined  in  Section 5 herein,  located in that
state.

     g.  "Collateral"  means the  assets of the Loan  Parties  from time to time
pledged pursuant to the Security Agreement,  the Pledge Agreement, the Turnberry
Note  Pledge  or  the  OC  Note  Pledge.  "Collateral"  shall  include,  without
limitation,  purchase price,  rents,  revenues,  royalties,  license fees, other
fees,  issues,  profits,  principal and interest payments,  monies,  properties,
accounts, payment intangibles, receipts and other payments of every kind arising
from the Turnberry  Note,  the ownership,  sale,  financing or operation by Loan
Parties of the

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Vessels,  dividends  and  other  distributions  received  from  Special  Purpose
Subsidiaries in connection with the operation of Royal Star Vessel in Brazil (if
so operated) and any Gaming Investment.

     h. "Contingent  Event" shall be deemed to have occurred upon the occurrence
of (i) the combined  annual PB Earnings,  defined below,  with respect to ITGV's
United States  domestic  operations,  is greater than Seventeen  Million Dollars
($17,000,000.00)  (hereinafter referred to as, an "Earnings Event") and (ii) the
aggregate  combined ITG Debt, as defined  below,  of ITGV and ITGPB is less than
two and three tenths (2.3) times the combined annual PB Earnings with respect to
ITGV's  United  States  domestic  operations.  For purposes of  calculating  the
existence  of a Contingent  Event,  the amount of debt  associated  with any PDS
Entity  operating  lease shall be determined by reducing the original  equipment
cost or gross lease  amount of such PDS Entity  operating  lease by (i) 2.7% per
month for a thirty-six  (36) month lease,  (ii) 2.0% per month for a forty-eight
(48) month  lease and (iii) 1.6% per month for a sixty  (60) month  lease  until
such time as such  lease is paid in full;  at which  time it shall be reduced to
zero.

     i. "Control"  (including with correlative meaning, the terms "controlling,"
"controlled  by" and "under  common  control  with"),  as applied to any Person,
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.

     j.  "EBITDA"  means,  with  respect  to any  Person  and for any  period of
determination,  an amount  equal to (i) net income (or  deficit)  of such Person
determined in  accordance  with GAAP ("Net  Income") for such period,  after the
exclusion  of (A) all items which should be  classified  as  extraordinary,  all
determined in accordance with GAAP, (B) all non-recurring "pre-opening" expenses
incurred in connection with any Vessel prior to its initial voyage, (C) Big Easy
Marketing Expenses,  (D) all insurance proceeds (other than proceeds of business
interruption insurance) received by such Person during such period to the extent
included  in Net  Income and (E) tax gains and  losses of such  Person  upon the
disposition  of capital  assets plus (ii) all amounts  deducted in computing Net
Income  for  such  period  in  respect  of (A)  Interest  Expense,  (B)  noncash
amortization expense, (C) depreciation,  (D) income taxes and (E) the payment of
the ITGV Employee Bonuses.

     k.  "Eligible  Bank" means a bank that (a) either (i) has (A) a  short-term
unsecured debt obligations  rating of at least "AA" by Standard & Poor's and, if
rated by another  rating  agency,  are rated in an  equivalent  category by such
other rating agency, or (B) a long-term  unsecured debt obligations rating of at
least "AA-" by

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Standard  & Poor's  and,  if rated by  another  rating  agency,  are rated in an
equivalent  category  by such  other  rating  agency,  or (ii) is  another  bank
satisfactory to Lender,  and (b) insures the deposits with such bank through the
Federal Deposit Insurance Corporation.

     l. "Excess Cash" means,  as  determined  for the Borrower for any period of
determination,  beginning July 4, 2005,  the cumulative  EBITDA through the last
day of such  period  of  determination  less  (without  duplication  and each as
expended  during such  period of  determination):  (i)  Interest  Expense;  (ii)
payments in respect of taxes,  including  payments made pursuant to the terms of
the Tax Sharing Agreement,  (iii) permitted Capital  Expenditures  actually made
(as opposed to committed),  (iv) Charter Payments, (v) ITB Distributions,  (vii)
principal  payments paid in respect of Indebtedness,  including the Loan, (viii)
all non-recurring  "pre-opening" expenses incurred in connection with any Vessel
prior to its initial voyage and (ix) Big Easy Marketing Expenses.

     m. "Gaming  Investment" means a portion of the original principal amount of
the Loan in an amount up to $1,999,696.84, which may be used solely by a Special
Purpose  Subsidiary in accordance with the terms hereof to make an Investment in
a gaming business.

     n.  "Guaranty"  means that certain  guaranty of even date  herewith made by
ITB,  PBM,  PBE  and  ITGD  for the  benefit  of  Lender  and  guaranteeing  the
obligations of Borrower under this Agreement,  the Note, the Security  Agreement
and other documents related thereto.

     o.  "Guaranteed  Indebtedness"  means,  with  respect  to any  Person,  any
obligation   guaranteeing,   providing  comfort  or  otherwise   supporting  any
Indebtedness, lease, dividend, or other obligation ("primary obligation") of any
other Person (the "primary obligor") in any manner,  including any obligation or
arrangement  to (a)  purchase or  repurchase  any such primary  obligation,  (b)
advance or supply  funds (i) for the  purchase  or  payment of any such  primary
obligation or (ii) to maintain  working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance  sheet
condition of the primary obligor, (c) purchase property,  securities or services
primarily  for the purpose of assuring the owner of any such primary  obligation
of  the  ability  of the  primary  obligor  to  make  payment  of  such  primary
obligation,  (d) protect the  beneficiary of such  arrangement  from loss (other
than  product  warranties  given in the  ordinary  course  of  business)  or (e)
indemnify the owner of such primary  obligation against loss in respect thereof.
The amount of any Guaranteed  Indebtedness  at any time shall be deemed to be an
amount equal to the lesser at such time of (x) the stated or determinable amount
of the primary  obligation then outstanding then outstanding in respect of which
such Guaranteed Indebtedness is incurred

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and (y) the maximum  amount for which such Person may be liable  pursuant to the
terms of the instrument embodying such Guaranteed Indebtedness,  or the terms of
the  Indebtedness  being  guaranteed,   as  applicable,  or  if  not  stated  or
determinable,  the  maximum  reasonably  anticipated  liability  (assuming  full
performance) in respect thereof.

     p. "Indebtedness"  means, with respect to any Person, (i) all iindebtedness
for borrowed  money,  (ii) that portion of  obligations  with respect to capital
leases  which is  properly  classified  as a  liability  on a  balance  sheet in
conformity  with GAAP,  (iii)  notes  payable and drafts  accepted  representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation  owed for all or any part of the deferred  purchase price of
assets,  real or personal  property or services  which purchase price is (a) due
more  than six (6)  months  from the date of  incurrence  of the  obligation  in
respect thereof, or (b) evidenced by a note or similar written  instrument,  (v)
all  indebtedness  secured by any lien on any property or asset owned or held by
such Person  regardless of whether the  indebtedness  secured thereby shall have
been assumed by such Person or is nonrecourse to the credit of such Person, (vi)
all  indebtedness  created or arising under any conditional  sale or other title
retention  agreement  with respect to property  acquired (even though the rights
and  remedies  of the  seller or lender  under  such  agreement  in the event of
default  are  limited  to  repossession  or sale of such  property),  (vii)  all
obligations  under  commodity  purchase or option  agreements or other commodity
price hedging arrangements,  in each case, whether contingent or matured, (viii)
all obligations  under any foreign exchange  contract,  currency swap agreement,
interest  rate swap,  cap or collar  agreement  or other  similar  agreement  or
arrangement  designed to alter the risks arising from  fluctuations  in currency
values or interest rates, in each case whether  contingent or matured,  (ix) all
indebtedness  referred  to above  secured  by (or for which  the  holder of such
indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any lien,  security  interest or other  encumbrance upon or in property or other
assets (including accounts and contract rights) of such Person, even though such
Person has not assumed or become  liable for the  payment of such  indebtedness,
and (x) the Obligations.

     q. "Interest  Expense" means, with respect to any measuring period, the sum
of all  interest  expense  (cash and  non-cash)  paid or  required to be paid by
Borrower  during  such  period  in  respect  of all  Indebtedness  of  Borrower,
including  the Loan. r.  "Investments"  means,  with respect to any Person,  any
capital  stock or other equity  ownership  interest,  evidence of  Indebtedness,
partnership or limited  liability  company  interest or other  securities of any
other entity, any loan, advance, contribution of capital, extension of credit or
commitment therefor, including without

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limitation the guaranty of  Indebtedness  of others or make whole  commitment or
similar  obligation,  and any  purchase  of or  agreement  to  purchase  (a) any
securities  of another  entity or (b) any business or  undertaking  of any other
Person or any  commitment or option to make any such  purchase,  provided,  that
Investments  shall not include  current trade and customer  accounts  receivable
(excluding  advances) for goods or services provided or rendered in the ordinary
course of business and payable in accordance with customary trading terms in the
ordinary course of business by such Person.

     s.  "ITG  Debt"  means  all  Indebtedness  of  Borrower  and  any of  their
respective  Subsidiaries,   whether  secured  or  unsecured,  including  without
limitation  (A) the Leases and any future  operating  lease with any PDS Entity,
(B) any capital  leases,  (C)  obligations of ITB that are recourse to ITGV, (D)
any debt of ITGV Subsidiaries that own or operate any collateral or security for
any PDS Entity operating or capital lease, and (E) such debt created, related to
or arising from any Palm Beach Entity's  obligations pursuant to this Agreement,
the Note,  the Mortgages,  any other Loan  Documents,  the Big Easy Vessel,  the
Princess  Vessel and the Royal Star  Vessel;  but not  including  fees and other
charges  paid or  payable  (but  not in  default)  in  respect  thereof  and not
including  existing and future  operating  leases  between ITGV or ITGPB and any
party other than a PDS Entity, its Subsidiaries and Affiliates,  approved by PDS
in writing prior to execution.

     t. "ITGV Employee Bonuses" means cash bonuses to be paid by ITGV to certain
of its employees in an aggregate  amount not to exceed  $368,600 plus the amount
of the payroll taxes owing in respect  thereof,  which bonuses are to be paid in
lieu of granting  certain  options to purchase shares of ITB's common stock that
were authorized in 2003.

     u. "ITGV Parties" means ITGV, ITGPB, RBE and RSE.

     v. "Leases" means,  both  individually and  collectively,  (i) that certain
Master Lease Agreement made and entered into as of July 6, 2004 among PDS Gaming
Corporation, as lessor ("PDS"), ITGV and ITGPB, together with the Lease Schedule
Nos. T3, T4 and T5 thereto, wherein PDS leases certain gaming equipment ("Gaming
Equipment")  identified therein to ITGV and ITGPB for use on the Big Easy Vessel
and  Princess  Vessel and (ii) that  certain  Master  Lease  Agreement  made and
entered  into as of the date  hereof  between PDS and RSE,  together  with Lease
Schedule No. 1 thereto,  wherein PDS leases certain Gaming Equipment  identified
therein to RSE for use on the Royal Star Vessel.

     w. "Lender's  Account" means account number  35013958  maintained at Silver
State Bank.

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     x. "Loan  Documents"  means this  Agreement,  the Note, the Mortgages,  the
Security Agreement,  the Controlled Account Agreement(s),  the Pledge Agreement,
the Turnberry Note Pledge, the OC Note Pledge, the Guaranty,  the Leases and any
other documents related thereto.

     y. "Loan Party" means Borrower and Guarantor.

     z. "Management  Services  Agreement" means a management  services agreement
between a Borrower or an Affiliate of Borrower (e.g., ITB Investment,  Inc.) and
a Special Purpose Subsidiary pursuant to which the Borrower provides management,
accounting or other services to the Special Purpose Subsidiary on an arms-length
basis and in exchange for reasonable and commensurate compensation.

     aa.  "Mortgages"  means, both  individually and collectively,  the Big Easy
Mortgage, the Princess Mortgage and the Royal Star Mortgage.

     bb. "Net Revenue" means, without duplication,  (i) fare revenue plus casino
revenue  plus  on-board  revenue  less  (ii) the total  amount of  complimentary
passenger fares plus other discounts.

     cc. "Note" means that certain promissory note of even date herewith made by
Borrower, jointly and severally, and payable to Lender.

     dd.  "Obligations" means all present and future liabilities and obligations
of Borrower to Lender hereunder  (including  without limitation the Loan), under
the  Note,  under  the  other  Loan  Documents  and all  other  liabilities  and
obligations  of  Borrower  to Lender of every kind,  now  existing or  hereafter
owing, matured or unmatured, direct or indirect,  absolute or contingent,  joint
or several,  including any  extensions  and renewals  thereof and  substitutions
therefor.

     ee. "OC Note" means that certain  Promissory  Note, dated May 1, 2002, made
by OC Realty, LLC in favor of ITGV, in the principal amount of $2,021,176.90.

     ff. "OC Note  Pledge"  means that  certain  Pledge  Agreement  of even date
herewith made by ITGV in respect of the OC Note.

     gg.  "Palm Beach Port Lease"  means that certain  Maritime  Office  Complex
Lease & Operating Agreement,  dated on or about April 26, 2002, between ITGV, as
lessee, and Port of Palm Beach District, as lessor.

     hh. "PB  Earnings"  means (i)  Borrower's  EBITDA plus (ii) without  double
counting,  rents, as specifically permitted below,  calculated on the prior four
months' average PB Earnings  annualized as set forth on the attached  Exhibit C.
Further,  Lender and the  Borrower  acknowledge  and agree that for  purposes of
calculating PB

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Earnings,  hereunder,  "rents" shall (y) only include any interest payments made
by Borrower to any PDS Entity  under the Loan  Documents  and any rent  payments
made by Borrower to Lender under either Lease, and (z) specifically  exclude any
other rent,  lease,  interest,  principal or similar payments made by any of the
Palm  Beach  Entities  to any of the  other  Palm  Beach  Entities  or any third
parties.

     ii. "PDS Entities"  means PDS,  Lender,  Cruise Holdings III, LLC, a Nevada
limited  liability  company,  Cruise  Holdings  IV, a Nevada  limited  liability
company, and any other Subsidiaries or affiliates of PDS.

     jj. "Permitted  Investments" means (i) marketable direct obligations issued
or  unconditionally  guaranteed  by the  United  States  or any  agency  thereof
maturing  within  one (1)  year  from  the  date of  acquisition  thereof,  (ii)
commercial  paper  maturing  no more than one (1) year from the date of creation
thereof and  currently  having one of the two highest  ratings  obtainable  from
either Standard & Poor's or Moody's Investors Service,  Inc., (iii) certificates
of  deposit,  maturing  no more  than  one (1) year  from  the date of  creation
thereof,  issued by an Eligible Bank, (iv) time deposits,  maturing no more than
thirty (30) days from the date of creation  thereof with an Eligible  Bank,  (v)
money  market  or  mutual  funds  that  invest  solely  in  one or  more  of the
investments  described  in clauses (i) through  (iv) above,  and (vi) the Gaming
Investment, provided that, with respect to item (vi), such Gaming Investment (A)
is consummated through and held by a Special Purpose  Subsidiary,  (B) will not,
in Lender's good faith determination,  made in its sole and exclusive discretion
at  the  time  of  the  investment,  jeopardize  Lender's  (or  Lender's  parent
company's, Subsidiaries' or affiliates') business or privileged licenses and (C)
cannot be made  unless  and until such time as (I) the Loan  Parties  have fully
complied  with  Section  14(qq)  hereof  and (II) the Big  Easy  Vessel  (x) has
received all required governmental approvals to permit it to conduct voyages for
paying customers and (y) has conducted its first regularly  scheduled voyage for
paying customers.

     kk. "Person" means any individual or entity.

     ll. "Pledge  Agreement"  means that certain  Pledge  Agreement of even date
herewith made by Guarantor to and for the benefit of Lender.

     mm.  "Princess  Mortgage"  means  that  certain  first-priority   Preferred
Mortgage  made by  Cruise  I, as owner of the  Princess  Vessel,  to and for the
benefit of Lender,  securing  the original  principal  amount of the Note in the
amount of  Twenty-Nine  Million Three Hundred  Thirteen  Thousand  Eight Hundred
Eighty Eight Dollars and Ninety Six Cents (US$29,313,888.96) plus interest, duly
recorded in the Panama  Registry,  as assigned  to PDS  Funding  2004-A,  LLC as
permitted under this Agreement.

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     nn.  "Princess  Vessel"  means the casino  cruise ship Palm Beach  Princess
(Patente No. 12324-PEXT-7 and IMO No. 8402937).

     oo. "RBE Dock Lease"  means that certain  Dockage  Space  Agreement,  dated
January 5, 2005, between RBE and the City of Riviera Beach.

     pp. "Recourse  Indebtedness" means,  without double counting,  Indebtedness
and Guaranteed  Indebtedness,  the terms and conditions of which Indebtedness or
Guaranteed  Indebtedness,  as the  case  may  be,  permit  the  lender  of  such
Indebtedness  or Guaranteed  Indebtedness,  as the case may be, to seek recourse
directly  against  any Loan Party  (without  limiting  such  recourse to certain
collateral or assets), as the case may be, upon default by a Loan Party under or
with respect to such Indebtedness or Guaranteed Indebtedness.

     qq. "Restricted  Payments" means, with respect to any Borrower,  any of the
following: (a) the declaration or payment of any dividend or distribution or the
incurrence of any liability to make any other payment or distribution of cash or
other  property or assets in respect of capital stock or other equity  ownership
interest  (including,  without  limitation,  a return of capital) other than any
such  declaration or payment or  distribution  made by PBM or PBE of any Charter
Payment  permitted  to be paid  hereunder;  (b) any  payment  on  account of the
purchase,  redemption,  defeasance,  sinking  fund or other  retirement  of such
Borrower's capital stock or other equity ownership interest or any other payment
or distribution  made in respect  thereof,  either directly or indirectly  other
than to or in respect  of  another  Borrower;  (c) any  payment  made to redeem,
purchase,  repurchase or retire,  or to obtain the surrender of, any outstanding
warrants,  options or other  rights to  acquire  capital  stock or other  equity
ownership  interest  of such  Borrower  now or  hereafter  outstanding;  (d) any
payment  of a claim  for the  rescission  of the  purchase  or sale  of,  or for
material  damages arising from the purchase or sale of, such Borrower's  capital
stock  or other  equity  ownership  interest  or of a claim  for  reimbursement,
indemnification or contribution  arising out of or related to any such claim for
damages or rescission  other than by another  Borrower;  (e) any payment,  loan,
loan  repayment,  contribution,  or other transfer of funds or other property to
any direct or indirect  holder of the capital  stock or other  equity  ownership
interest  of such  Borrower  other  than to  another  Borrower  or to the equity
holders of PBM or PBE of any Charter Payment permitted to be paid hereunder;  or
(f) any payment of  management  or  consulting  fees (or other fees of a similar
nature) to any  affiliate or to any holder of the capital  stock or other equity
ownership  interest of such  Borrower or their  Affiliates  other than  payments
expressly permitted by Section 14(w).

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     rr.  "Royal Star  Mortgage"  means that  certain  first-priority  Preferred
Mortgage made by RSE, as owner of the Royal Star Vessel,  to and for the benefit
of Lender,  securing the original  principal amount of the Note in the amount of
Twenty-Nine  Million Three Hundred Thirteen  Thousand Eight Hundred Eighty Eight
Dollars and Ninety Six Cents  (US$29,313,888.96) plus interest, duly recorded in
the SVG Registry, as assigned to PDS Funding 2004-A, LLC as permitted under this
Agreement.

     ss.  "Royal  Star  Vessel"  means the  casino  cruise  ship Royal Star (St.
Vincent and the Grenadines Official Number 6695, IMO Number 8409056).

     tt.  "Secured  Property" means the Vessels and the Collateral (as each such
term may be further described from time to time in the Mortgages or the Security
Agreement, as the case may be).

     uu. "Security  Agreement" means that certain Pledge and Security  Agreement
of even date herewith made by Borrower to and for the benefit of Lender.

     vv. "Special Purpose  Subsidiary" means an entity at least 50%-owned by any
Borrower,  which  Subsidiary  is formed  for the sole  purpose of (i) owning and
operating the Royal Star Vessel in Brazil or (ii) making a Permitted  Investment
with the Gaming Investment.

     ww.  "Subsidiary" means any entity, the majority of whose voting shares are
at any time owned,  directly or  indirectly,  by (i) Borrower or (ii) any entity
whose  voting  shares are at any time  owned,  directly or  indirectly  owned by
Borrower.

     xx. "SVG" means St. Vincent and the Grenadines.

     yy. "Tax Sharing  Agreement"  means that  certain  Amended and Restated Tax
Sharing  Agreement,  dated  as of  July  1,  2004,  by and  between  ITB and the
subsidiaries of ITB signatory thereto.

     zz. "Term" means a period of time  commencing on the date of this Agreement
and terminating upon the Termination Date.

     aaa.  "Termination  Date"  means  the  date on  which  the  Loan  has  been
indefeasibly  repaid in full in cash and all  other  Obligations  hereunder  and
under the other Loan Documents have been completely discharged.

     bbb.  "Turnberry  Note" means that certain  Promissory Note, dated November
29, 2000,  made by  Realen-Turnberry/Cherry  Hill, LLC in favor of GSRT, LLC, in
the principal amount of $10,000,000.

     ccc.  "Turnberry  Note Pledge" means that certain Pledge  Agreement of even
date herewith made by ITB in respect of the Turnberry Note.

                                       10
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     ddd.  "Useable Excess Cash" means Excess Cash in excess of $3,000,000 as of
a date of determination.

     eee. "Vessel" or "Vessels" means,  both individually and collectively,  the
Princess  Vessel,  the Big Easy  Vessel  and the Royal  Star  Vessel,  including
without  limitation  such  General  Improvements  located  on any or each of the
Vessels.  General  Improvements  shall mean all equipment and FF&E as defined in
Section 1250 of the United States  Internal  Revenue  Service  Publication  946,
where the equipment  and FF&E is  considered a structural  component or critical
operating component of the Vessel.

2. Loan. Lender hereby agrees to lend to Borrower, and Borrower hereby agrees to
borrow from Lender, a term loan in the aggregate principal amount of Twenty-Nine
Million Three Hundred  Thirteen  Thousand Eight Hundred Eighty Eight Dollars and
Ninety Six Cents (US$29,313,888.96) (the "Loan") on the terms and conditions set
forth below. No amount of the Loan may be reborrowed after repayment thereof.

3. Note and Mortgages.  The Loan shall be evidenced by Borrower's  execution and
delivery to Lender of the Note,  and the Note shall be secured by the  Guaranty,
the Mortgages,  the Security Agreement, the Pledge Agreement, the Turnberry Note
Pledge,  the OC Note Pledge Agreement and the Controlled  Account  Agreement(s).
The Note  shall  provide  for  Borrower's  agreement  to repay  the Loan in full
(together with all accrued and unpaid  interest) in accordance with the terms of
this  Agreement  on or before the  earlier to occur of (i) July 1, 2009 and (ii)
the date on which the Lender has  accelerated the Loan pursuant to Section 19 of
this Agreement (the "Maturity Date").

4. Payments.  Principal and interest under the Note shall be paid by Borrower to
Lender as follows:

     a. Subject to Section  4(i),  scheduled  payments of principal and interest
under the Note shall be paid by  Borrower  to Lender in  accordance  with the PB
Vessel Payment  Summary  ("Payment  Summary"),  attached hereto as Exhibit A and
incorporated  herein by  reference.  Such  scheduled  payment of  principal  and
interest due under the Note, as set forth in the Payment Summary, shall commence
on the  first  day of the  month  succeeding  the  Closing  and be paid  monthly
thereafter,  on the first day of the month and continuing  through the remainder
of the Term; provided that all then outstanding principal and accrued but unpaid
interest shall be due and payable on the Maturity Date (each a "Payment Date").

     b. From and after the date a Contingent Event has occurred, on each Payment
Date,  subject to  Section  4(i),  Borrower  shall make  scheduled  payments  of
principal  and interest in respect of the Note as set forth in the column of the
Payment Summary marked "Total Contingent Event Payment". Prior to the occurrence
of a  Contingent  Payment  Date,  on each  Payment  Date,  Borrower  shall  make
scheduled payments of principal and interest

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




in respect of the Note as set forth in the column of the Payment  Summary marked
"Total Payment".  Notwithstanding the foregoing, during any time during which an
Event of Default has occurred and is continuing  hereunder,  Borrower  shall pay
additional  interest in respect of the then outstanding  principal amount of the
Note (and all overdue interest  thereon) at a per annum rate of two and one-half
percent  (2.5%) (the  "Default  Rate").  Interest  at the Default  Rate shall be
payable  on demand  and shall  accrue  from the  initial  date of such  Event of
Default until such Event of Default is cured or waived.

     c.  Principal  and interest  accrued  hereunder and under the Note shall be
payable in lawful money of the United States of America to Lender (i) in respect
of scheduled  payments of principal  and  interest by automated  clearing  house
transfer  initiated  by Lender  to  Lender's  Account,  or (ii) in the event not
initiated by Lender,  and in respect of all other  amounts owed by wire transfer
to the Lender  Account,  or to such other  account  as Lender may  designate  in
writing from time to time to Borrower.

     d. Except as set forth in Sections 4(e), 4(f), 4(g)(1),  4(g)(2),  4(h)(1),
4(i)(3), 4(j)(1), 4(j)(2), 4(k)(1), and 13(c)(2) of this Agreement, Borrower may
not prepay the Loan at any time prior to January 1, 2006. Except as set forth in
Sections 4(e), 4(f),  4(g)(1),  4(g)(2),  4(h)(1),  4(i)(3),  4(j)(1),  4(j)(2),
4(k)(1),  and 13(c)(2) of this  Agreement,  after January 1, 2006,  Borrower may
prepay all or any portion of the Loan,  whether voluntary or upon the occurrence
of an Event of Default and the  acceleration of the Obligations  under the Note,
by making a payment  of such  principal  prepaid  plus all  accrued  but  unpaid
interest  thereon plus a prepayment  premium  calculated  as follows:  (i) seven
percent (7%) of the principal prepaid for any prepayment between January 1, 2006
and December 31, 2006;  (ii) five percent (5%) of the principal  prepaid for any
prepayment  between  January 1, 2007 and December 31, 2007;  (iii) three percent
(3%) of the principal  prepaid for any  prepayment  between  January 1, 2008 and
December 31, 2008;  and (iv) zero percent (0%) of the principal  prepaid for any
prepayment after January 1, 2009. Borrower shall submit, at Lender's option, the
full  pre-payment  amount to Lender on the  fifteenth  (15th)  day of the month;
provided,  however,  Borrower  shall have  previously  made such  month's  total
payment under the Note.

     e. At any time during which any Charter  Payment for the Big Easy Vessel or
the Princess Vessel is not permitted pursuant to paragraph 14(w) below, the then
remaining  balance of  principal  and  interest  due with  respect to the Gaming
Investment may be prepaid in full at the option of Borrower at any time upon the
payment of such principal and interest prepaid plus a prepayment  premium of two
percent  (2%) of the  principal  then  outstanding  with  respect  to the Gaming
Investment.

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     f. Borrower shall prepay the  proportionate  amount of the then outstanding
balance of principal and accrued interest due under the Note attributable to the
Royal Star  Vessel  (the  "Proportionate  Share"),  as set forth on the  Payment
Summary,  (i) upon consummation of a sale of the Royal Star Vessel that complies
with Section 14(z) or (ii) upon removal of the Royal Star Vessel from the United
States; provided that in the event of any such removal or in the event of a sale
after one year from the date of the Closing,  Borrower additionally shall pay to
Lender a  prepayment  premium  in an amount  equal to five  percent  (5%) of the
Proportionate Share.

     g. Upon the receipt by Borrower of any proceeds from the sale,  assignment,
transfer or other disposition of the Turnberry Note ("Turnberry Sale Proceeds"),
if no Event of Default has occurred and is  continuing,  Borrower  shall pay and
apply the Turnberry Sale Proceeds in the amounts,  and in the order of priority,
set forth below:

          (1) first,  to the Lender in an amount  equal to the then  outstanding
     Deferred Principal Amount (the "Deficiency Repayment"),  whereby the amount
     of the Maximum  Deferred  Principal (as defined below) shall be permanently
     reduced by the amount of such Deficiency Repayment; then

          (2) second, to the Lender in an amount equal to the lesser of (y) Five
     Million Dollars  ($5,000,000)  less the amount of the Deficiency  Repayment
     made  pursuant  to clause (1) of this  Section  4(g) and (z) the  Turnberry
     Sales Proceeds less the amount of the Deficiency Repayment made pursuant to
     clause (1) of this Section 4(g) (the  "Turnberry Sale  Prepayment"),  which
     Turnberry  Sale  Prepayment  shall be applied to first to any  accrued  and
     unpaid interest on account of the outstanding  principal amount of the Loan
     until  such  interest  is paid in full and  second to the then  outstanding
     principal amount of the Loan; then

          (3) third,  any amount of  Turnberry  Sale  Proceeds  remaining  after
     payments have been made  pursuant to Sections  4(g)(1) and 4(g)(2) shall be
     paid to ITB, and upon such payment to ITB, the Turnberry  Note Pledge shall
     terminate and Lender shall return the originally executed Turnberry Note to
     ITB.

     h. Upon the receipt by Borrower of any payment of  principal or interest or
otherwise under the terms of the Turnberry Note ("Turnberry  Note Payment"),  if
no Event of Default has occurred and is continuing, Borrower shall pay and apply
the  Turnberry  Note Payment in the amounts,  and in the order of priority,  set
forth below:

          (1) first,  to the Lender in an amount  equal to the then  outstanding
     Deferred  Principal  Amount,  whereby  the amount of the  Maximum  Deferred
     Principal  shall be  permanently  reduced by the amount of such  Deficiency
     Repayment; then

                                       13
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




          (2) second,  any amount of the Turnberry Note Payment  remaining after
     payment has been made pursuant to Section 4(h)(i) shall be paid to ITB.

     i. If, at such time as any  scheduled  payment of principal and interest is
due under  Section 4(a) or 4(b)  hereof,  the amount of such  scheduled  payment
exceeds the amount of Borrower's  Excess Cash for the calendar  month  preceding
the date such  payment is due (which  amount of Excess Cash shall be  calculated
for purposes of this Section 4(i) without deducting the Charter Payments paid in
such prior  calendar  month,  if any),  then, so long as no Event of Default has
occurred and is  continuing,  Borrower may defer the  principal  portion of such
scheduled  payment (the  "Principal  Amount") in  accordance  with the terms and
conditions of this Section 4(i).

          (1) The amount of the principal  that may be deferred  hereunder  with
     respect to any one scheduled payment shall be equal to the Principal Amount
     for such  scheduled  payment less the amount of Borrower's  Excess Cash for
     the month  preceding the date such scheduled  payment is due (the "Deferred
     Principal  Amount").  Any Principal  Amount that is not deferred under this
     Section 4(i) shall be paid in accordance  with the terms of Section 4(a) or
     4(b), as applicable.

          (2) The total Deferred Principal Amount that may be deferred hereunder
     shall at no time exceed $3,000,000 (the "Maximum Deferred  Principal"),  as
     such Maximum  Deferred  Principal may be  permanently  reduced from time to
     time by payments  made by  Borrower in  accordance  with  Section  4(g)(1),
     4(h)(1), 4(j)(1) or 4(k)(1).

          (3) All or any portion of the Deferred  Principal Amount may be repaid
     by Borrower on any subsequent  Payment Date without penalty;  provided that
     all  Deferred  Principal  Amount not repaid by the  Maturity  Date shall be
     payable in full on the Maturity Date;  provided  further that any repayment
     of Deferred  Principal  Amount  shall not  increase  the  Maximum  Deferred
     Principal in effect at the time of such repayment.

     Nothing in this  Section  4(i) shall be deemed to permit  any  deferral  or
postponement  of the  payment of any  interest  due in respect of any  scheduled
payment.

     j. Upon the receipt by Borrower of any proceeds from the sale,  assignment,
transfer or other  disposition of the OC Note ("OC Sale Proceeds"),  if no Event
of Default has occurred and is  continuing,  Borrower shall pay and apply the OC
Sale Proceeds in the amounts, and in the order of priority, set forth below:

                                       14
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




          (1) first,  to the Lender in an amount  equal to the then  outstanding
     Deferred  Principal  Amount,  whereby  the amount of the  Maximum  Deferred
     Principal  shall be  permanently  reduced by the amount of such  Deficiency
     Repayment; then

          (2) second,  to the Lender in an amount equal to the lesser of (y) One
     Million Dollars  ($1,000,000)  less the amount of the Deficiency  Repayment
     made  pursuant  to  clause  (1) of this  Section  4(j) and (z) the OC Sales
     Proceeds  less the amount of the  Deficiency  Repayment  made  pursuant  to
     clause (1) of this Section 4(j) (the "OC Sale  Prepayment"),  which OC Sale
     Prepayment  shall be applied to first to any accrued and unpaid interest on
     account of the outstanding principal amount of the Loan until such interest
     is paid in full and second to the then outstanding  principal amount of the
     Loan; then

          (3) third,  any amount of OC Sale Proceeds  remaining  after  payments
     have been made  pursuant to Sections  4(j)(1) and 4(j)(2)  shall be paid to
     ITGV, and upon such payment to ITGV, the OC Note Pledge shall terminate and
     Lender shall return the originally executed OC Note to ITGV.

     k. Upon the receipt by Borrower of any payment of  principal or interest or
otherwise  under the terms of the OC Note  ("OC Note  Payment"),  if no Event of
Default has occurred and is continuing, Borrower shall pay and apply the OC Note
Payment in the amounts, and in the order of priority, set forth below:

          (1) first,  to the Lender in an amount  equal to the then  outstanding
     Deferred  Principal  Amount,  whereby  the amount of the  Maximum  Deferred
     Principal  shall be  permanently  reduced by the amount of such  Deficiency
     Repayment; then

          (2) second,  any amount of the OC Note Payment remaining after payment
     has been made pursuant to Section 4(k)(i) shall be paid to ITGV.

5. Coordination of Prepayments. In connection with (and prior to) any prepayment
of any portion of the  Obligations  pursuant to Section 4 above,  Lender and the
Borrower will contact and coordinate  with PDS'  financier,  PDS Funding 2004-A,
LLC (11766 Wilshire Boulevard,  Suite 870, Los Angeles,  California 90025; Tel.:
(310) 312- 5600;  Fax:  (310)  312-5658;  Attn:  Jess M. Ravich) in order to (a)
confirm  the date and  amount of the  prepayment  and (b)  confirm  PDS  Funding
2004-A,  LLC's wire transfer  instructions  for such prepayment  (together,  the
"Prepayment  Details").  Borrower shall only make prepayments of the Obligations
in  accordance  with  the  Prepayment  Details  and no such  prepayment  will be
effective  or  credited  against  the  Obligations  unless  paid in such  manner
(provided  that if a  prepayment  is made in a manner other than as set forth in
the Prepayment Details, Lender and Borrower shall

                                       15
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




cooperate to ensure that such prepayment is redirected and applied in accordance
with the  Prepayment  Details).  In the event that the  Borrower  determines  to
prepay the Obligations in full,  Lender will coordinate with PDS Funding 2004-A,
LLC  to  provide  (x)  for  any  original  collateral  for  the  Obligations  or
instruments  evidencing the  Obligations  that are held by Lender or PDS Funding
2004-A, LLC to be returned to Borrower and (y) for the prompt termination of any
mortgage  or security  documents  securing  the  Obligations,  in each case,  at
Borrower's cost and only upon complete satisfaction of the Obligations.

6.  Fees and  Expenses.  On the date of the  Funding  Borrower  shall  (a) pay a
closing fee equal to One  Hundred  Sixty-Five  Thousand  and  No/100ths  Dollars
(US$165,000.00)  to  Lender  and  (b)  reimburse  Lender  for  all  of  Lender's
out-of-pocket  expenses,  charges, costs and fees, including Lender's reasonable
attorney's fees, incurred in connection with the Loan; provided,  however,  such
fees and  expenses to be paid under this  Section  6(b) shall in no event exceed
Ninety Thousand and No/100ths Dollars (US$90,000.00).

7. ACH Authorization.  Borrower shall complete, execute and deliver to Lender an
Authorization  for Automatic  Payment form,  which  authorizes  Lender to deduct
payments of Borrower's  monetary  Obligations  under this Agreement and the Note
directly from Borrower's  checking or savings  account at a specified  financial
institution in accordance with this Agreement or the Note.

8. Closing  Documents.  The closing of this Loan Agreement (the "Closing") shall
occur on the date on which Lender shall have received this  Agreement,  together
with the schedules and exhibits hereto,  duly executed by an authorized  officer
of each Loan Party.  The parties  anticipate  that the Closing  will occur on or
before June 30, 2005 and that the funding of the Loan (the "Funding") will occur
on or before July 8, 2005, each at such time and place or in such a manner as is
mutually agreeable to Borrower and Lender.

     a. Conditions to Funding - Lender. The Funding shall occur only if and when
all of the  conditions  precedent  set  forth in this  Section  8(a)  have  been
satisfied or waived,  as determined in Lender's sole discretion.  As a condition
to the  making of the Loan  hereunder,  on or prior to the date of the  Funding,
Lender shall receive all of the following in form and substance  satisfactory to
Lender:

          (1) The Note, duly executed by an authorized officer of Borrower;

          (2) The  Big  Easy  Mortgage  executed  by an  authorized  officer  of
     Borrower and properly  recorded with the United States Coast Guard granting
     a preferred maritime lien upon the Big Easy Vessel;

                                       16
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




          (3) The  Princess  Mortgage  and any other  documents  required by the
     Registry  of the  Republic  of Panama  ("Panama  Registry")  executed by an
     authorized  officer  of  Borrower  and  properly  recorded  with the Panama
     Registry granting a preferred maritime lien upon the Princess Vessel;

          (4) The Royal  Star  Mortgage,  Affidavit  of Good Faith and any other
     documents  required  by the  Register  of  Ships  of St.  Vincent  and  the
     Grenadines ("SVG Registry"),  executed by an authorized officer of Borrower
     and properly recorded with the SVG Registry  granting a preferred  maritime
     lien upon the Royal Star Vessel;

          (5) Security  Agreement duly executed by an authorized officer of each
     Borrower;

          (6) Pledge Agreement duly executed by authorized officers of ITB, PBM,
     PBE and ITGD;

          (7) Turnberry Note Pledge duly executed by ITB;

          (8) OC Note Pledge duly executed by ITGV;

          (9) Controlled Account Agreement(s)  executed by an authorized officer
     of each Borrower and by an  authorized  officer of the  Controlled  Account
     Bank;


          (10)  Collateral  Assignment  of  Maritime  Office  Complex  Lease and
     Operating Agreement and Other Leases ("Collateral  Assignment") executed by
     an authorized officer of ITGV;


          (11)  Leasehold   Mortgage  and  Security  Agreement  executed  by  an
     authorized officer of ITGV;

          (12) Financing  statements (Form UCC-1) completed and ready for filing
     under  the  Code in all  such  jurisdictions  as may be  necessary  or,  in
     Lender's opinion,  desirable to perfect Lender's security interests created
     under this Agreement;


          (13) Insurance  Certificate(s)  duly executed by an authorized officer
     of Borrower confirming that the insurance required herein has been obtained
     by Borrower with respect to the Vessels;


          (14)  Authorization  for  Automatic  Payment form duly  executed by an
     authorized officer of Borrower;


          (15) The Guaranty duly  executed by  authorized  officers of ITB, PBE,
     PBM and ITGD;

          (16) Notice,  Consent and  Acknowledgment  of  Assignment or Sale duly
     executed by an authorized officer of each Loan Party;


          (17) Opinion of Borrower's  counsel in form  acceptable to Lender with
     respect  to the  authority  of  Borrower  and  enforceability  of the  Loan
     Documents other than the Mortgages, with such opinion

                                       17
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     assuming,  among  other  things  that  the law  purportedly  governing  the
     documents  is the  same as  Pennsylvania  law and  excepting,  among  other
     things, any opinion regarding usury;

          (18) Opinions of Borrower's USCG,  Panamanian and SVG maritime counsel
     in  form  acceptable  to  Lender  with  respect  to  enforceability  of the
     Mortgages.

          (19) Such  corporate  resolutions  and  certificates  of Borrower  and
     Guarantor as may be reasonably required by Lender;

          (20)  Acknowledgements and consents executed by each issuer of capital
     stock or other equity interests pledged pursuant to the Security  Agreement
     or Pledge Agreement;

          (21) All original  certificates  evidencing the capital stock or other
     equity  interests  pledged  pursuant to the  Security  Agreement  or Pledge
     Agreement,  together  with  powers  executed  in blank in  respect  of such
     certificates;

          (22)  The  originally  executed  Turnberry  Note,  together  with  the
     originally  executed  allonge and a note power executed in blank in respect
     thereof;

          (23) The  originally  executed  OC Note,  together  with a note  power
     executed in blank in respect thereof;

          (24) Evidence that all of the  representations  and warranties of each
     Loan Party set forth  herein and in the other Loan  Documents  are true and
     correct as of the date of the Funding  with the same force and effect as if
     made on and as of the date of the Funding.

          (25)  Good  standing   certificates  or  their  equivalent  (including
     verification  of tax  status)  of each  Loan  Party  in such  Loan  Party's
     jurisdiction of formation and (if different) the state of Florida;

          (26) Documents  conveying all of the  membership  interests of each of
     Cruise I and Cruise II to the  applicable  Loan Parties duly executed by an
     authorized officer of the applicable Loan Parties;

          (27) Projections for the calendar year ending December 31, 2006; and

          (28)  Such  other  documents,  instruments  and  items as  Lender  may
     reasonably require to evidence and protect the Loan.

     b.  Conditions  to  Funding -  Borrower.  The  obligation  of  Borrower  to
consummate  the  Funding  shall is subject  to the  satisfaction  or waiver,  as
determined in Borrower's sole discretion, of the conditions precedent listed

                                       18
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




in this Section 8(b). As a condition to the  consummation of the Funding,  on or
prior to the date of the Funding, Borrower shall receive all of the following in
form and substance satisfactory to Borrower:

          (1)  Documents  conveying all of the  membership  interests of each of
     Cruise I and Cruise II to the  applicable  Loan Parties duly executed by an
     authorized officer of the Lender; and

          (2) A certificate duly executed by an authorized officer of the Lender
     to the effect that,  assuming that the  representations and warranties made
     by the Loan Parties hereunder are true, correct and complete as of the date
     of Funding and Lender has no actual  knowledge to the contrary,  Lender has
     no actual knowledge of any Event of Default hereunder.

9. Condition of Vessel.

     a. Any  damage  or  deficiencies  in  either  the  hull,  equipment  and/or
machinery  affecting either the seaworthiness of the Vessel or its capability to
operate  in  its   intended   service  or  the   maintenance   of  the  Vessel's
classification  society certificates,  U. S. Coast Guard, Panama or SVG required
documents,  certificates,  or certifications required to operate in U.S. waters,
if any,  discovered at any time prior to the Termination  Date shall be the sole
responsibility  of Borrower and any such damage or  deficiency  shall not in any
way alter, amend or excuse Borrower's obligations under this Agreement.

     b. Borrower will obtain,  independent from Lender,  all  classification and
SVG,  Panama  or  Coast  Guard  certificates  for the  Vessel  and if any of the
Vessel's  classification,  SVG,  Panama  or  Coast  Guard  certificates  require
renewal,  such renewals shall be paid for by Borrower and Borrower  accepts full
responsibility for obtaining any classification or certificates required for the
Vessel.  The Borrower shall keep the Vessel's  documentation and  classification
certificates  in full force and effect during the Term of this  Agreement or any
extensions thereof, providing copies of such certificates to Lender when issued,
and shall renew all such certificates at the time of any foreclosure pursuant to
the Mortgage  whether or not due for renewal,  unless otherwise agreed to by the
parties.

10. Use and Operation of the Vessel.

     a. The Borrower  shall have the full use of the Vessel during the Term and,
subject to the trading limits of Section 26 hereof, may employ the Vessel in any
lawful  trade or  trades  in  accordance  with the laws and  regulations  of the
Vessel's  flag state and any country  where the Vessel may be  operated,  as the
Borrower  may from time to time  elect,  and it agrees to comply with all local,
state, and federal regulations  pertaining to the operation of the Vessel in the
United States.

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<PAGE>




     b. During the Term the Vessel  shall be under the  complete  control of the
Borrower,  who shall have  exclusive  possession,  control,  and  command of the
Vessel,  subject to the terms hereof, and assumes full responsibility  therefor,
including port charges,  agencies, fines, assessments and penalties incurred due
to Borrower's use and operation of the Vessel. Nothing herein contained shall be
construed as constituting any implied  restriction on Borrower's  right,  during
the Term,  consistent  with this  Agreement,  to employ  the  Vessel for its own
account or for the account of others,  either on a voyage or time charter  basis
(within the United  States),  as the Borrower  may from time to time  determine,
provided  however,  Borrower must first obtain written consent of Lender,  which
shall not be unreasonably withheld,  before entering into any charter other than
charters with any other Borrower.

     c. During the Term, at its own expense, the Borrower shall either itself or
through a  maritime  management  or agency  contract,  man,  victual,  navigate,
including engaging other vessels and pilots,  operate,  maintain in a good state
of repair and in efficient  operating  condition,  insure and supply the Vessel.
The Borrower shall be responsible for all charges and expenses of every kind and
nature whatsoever incidental to Borrower's use and operation of the Vessel under
the Agreement including without limitation fuel, lubricating oil, and water.

     d. (1)  Except for a lien for wages of a  stevedore,  wages for the crew of
the Vessel,  general average or salvage including  contract salvage,  and except
for  maritime  tort  liens  covered  (subject  to a  reasonable  deductible)  by
insurance or protection  and indemnity  entry and other  maritime liens securing
payments  not  yet  due or  payable  (collectively,  "Permitted  Encumbrances"),
Borrower will not create or suffer to be continued any security interest,  lien,
encumbrance or charge on the Vessels or any income therefrom. In due course, and
in any event within thirty (30) days after the same becomes due and payable, the
Borrower will pay or cause to be  discharged or make adequate  provision for the
payment or discharge of all claims or demands which,  if not paid or discharged,
might result in the creation of a security interest, lien, encumbrance or charge
against any of the Secured Property or any income therefrom,  and will cause any
of the Secured  Property to be released or  discharged  from each such  security
interest, lien, encumbrance or charge therefor.

         (2) If a complaint  shall be filed  against the Vessel or if the Vessel
shall be seized,  arrested and/or taken into custody or sequestered by virtue of
any legal  proceedings  in any court,  the  Borrower  shall within ten (10) days
thereafter cause the Vessel to be released and discharged. Borrower shall remain
liable for the payment of any payments required hereunder  throughout any of the
foregoing events.

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                                                                  PDS/PALM BEACH
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<PAGE>




     e. Borrower agrees,  at its expense,  to drydock the Vessel for the purpose
of cleaning  and  painting the  Vessel's  bottom when  necessary  and making any
required repairs, inspections or surveys, but not less than twice in every sixty
months   unless   Lender   otherwise   agrees  or  as  required  by   applicable
classification  society rules,  and when  drydocking is due,  Borrower agrees to
send the Vessel to a port where the Vessel can so drydock,  clean and paint. All
expenses  incidental to such  drydocking and all charges  incurred in connection
therewith shall be for the Borrower's  account,  regardless of whether  Lender's
repairs,  if any, are concurrently  made,  provided that the Lender's repairs do
not delay the operation of the Vessel or increase the cost to Borrower.

     f. Borrower will pay and discharge when and as due and payable,  all taxes,
assessments, excises, levies, documentation and registration fees, duties, fines
and penalties  and other  governmental  charges  including  without  limitation,
sales, use,  franchise,  property,  gross receipts and occupation taxes lawfully
imposed  upon  the  Secured   Property  or  the   ownership,   use,   operation,
registration,  documentation  or  maintenance  thereof  during  the  Term of the
Agreement  or on any  amounts  payable  hereunder,  other  than  taxes and other
charges imposed on or measured by the net income or capital of the Lender.

11.  Continued  Registration  of  Vessels.  The  Empress  Vessel  shall  be kept
documented  under the laws and flag of the United  States  during the Term.  The
Princess  Vessel shall be kept  documented  under the laws and flag of Panama or
the  United  States  during  the  Term.  The  Royal  Star  Vessel  shall be kept
documented  under the laws and flag of SVG or the United States during the Term.
Borrower  warrants it is a citizen of the United  States and entitled to own and
operate  vessels  documented  under  the  laws of the  United  States  with  the
privilege of engaging in the Coastwise trade.

12. Alterations.

     a. Borrower has proposed certain alterations to the Big Easy Vessel and the
Royal Star Vessel as detailed in Exhibit D. Lender  hereby  provides its consent
to such  alterations.  Borrower's  failure to complete the  alterations  for any
reason,  including impossibility of performance,  the failure of the shipyard to
complete the work, costs overruns,  or the failure to obtain  certification  for
the altered  Vessel,  will not excuse  Borrower  from its  obligation  hereunder
including its  obligation to pay monthly  principal and interest as set forth in
the Note, or default  hereunder,  and this Agreement will continue in full force
and effect regardless of any such failure hereunder.

     b. From time to time during the Term, the Borrower may make  structural and
other alterations to the Vessel, its machinery,  or electrical  equipment,  only
with Lender's prior written approval, which shall not be

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




unreasonably withheld,  provided the alterations to the Vessel and its equipment
are returned to their  original state at or prior to the  Termination  Date. Any
additions  or  alterations  permitted by this Section are subject to approval by
the Vessel's classification society, and, if required, the U. S. Coast Guard.

     c. The Vessel  shall be kept  painted and metal  surfaces  preserved at all
times, and the Borrower shall maintain the Vessel in as good a condition as when
delivered to Borrower from the shipyard upon  completion of the  alterations set
forth in Exhibit D hereto, normal wear and tear excepted.

13. Insurance.

     a. (1) Borrower  shall,  at all times during the Term,  at its own cost and
expense,  carry and maintain on the Secured Property insurance coverage covering
all  general  liability,  casualty,  marine  and hull  risks,  including  towers
liability, war risk insurance, protection and indemnity insurance, together with
coverage for pollution clean up costs and expenses  including  natural  resource
damage,  third  party  claims  as well as any  fines or civil  penalties  now or
hereafter  imposed under all  applicable  Federal,  State and Local laws, or the
laws of any foreign country or political subdivision thereof having jurisdiction
over any of the Vessels,  and such crew  insurance  as is required,  in order to
completely  protect the Lender from any and all  liability  or loss or damage to
any party  whomsoever.  Such insurance  shall, at a minimum,  be in the standard
forms available in the American and British  insurance markets and further be in
such  form and in such  amounts  and with  such  underwriters  as  Lender  shall
approve.  Borrower agrees to pay all deductibles and franchises  provided for in
said insurance policies.

         (2) Each Vessel shall be covered by Hull and Machinery,  Marine and War
Risk insurances in the amount of the value of each respective  Vessel, but in no
event  less  than  the   following   amounts:   (i)  Fifteen   Million   Dollars
($15,000,000.00)  in respect  of the  Princess  Vessel,  (ii)  Fourteen  Million
Dollars  ($14,000,000.00)  in  respect of the Big Easy  Vessel  and (iii)  Three
Million Seven Hundred Thousand Dollars  ($3,700,000.00)  in respect of the Royal
Star Vessel. All such insurance shall include an endorsement for acts of terror.

         (3) Each Vessel shall be entered for Protection and Indemnity insurance
with a Protection  and Indemnity  Association  or Club, or Borrower shall obtain
such liability insurance coverage,  covering customary  protection and indemnity
liabilities  as  outlined  in  this  Section  13  in an  amount  not  less  than
Twenty-Five Million ($25,000,000.00) Dollars and covering pollution liability in
the amount of Twenty-Five Million ($25,000,000.00)

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




Dollars,  with a  deductible  for each  accident  of not more  than  Twenty-Five
Thousand  ($25,000.00)  Dollars  and shall  include an  endorsement  for acts of
terror.

         (4) Borrower will have Lender named as loss payee or additional insured
in all policies of insurance  including the waiver of subrogation of any and all
claims against the Lender, and shall deliver to Lender certificates of insurance
evidencing Lender's status as loss payee of additional insured.

     b. Notwithstanding  anything herein to the contrary,  in the event that any
of the insurance,  to be provided by the Borrower, by reason of an act, omission
or neglect of the Borrower,  shall not be kept in full force and effect,  or for
any reason does not cover in full all losses,  damages,  claims and/or  demands,
the Borrower  shall  indemnify,  defend and hold harmless the Lender against all
such losses, claims and/or demands.

     c. Losses under any insurance provided for in this Section shall be payable
as  hereunder  provided,  and all  policies  shall  contain  clauses to the same
effect:

         (1) The  proceeds  of  insurance  for all  losses,  except for total or
constructive  total loss,  shall be payable to the satisfaction and discharge of
the liability or to the repair of damage in respect of which the insurance  loss
has been paid or in reimbursement for monies theretofore applied.

         (2) In the event of an actual or constructive  total loss of any or all
of the Vessels,  the insurance proceeds shall be paid to the Lender and shall be
applied by the  Lender to reduce any  amounts  due and  payable by the  Borrower
under the Note without any prepayment penalty or premium. Any insurance proceeds
in excess of the sum of (i) any  amounts  owing  under the Note,  plus (iii) any
amounts due Lender under  paragraph  20 hereof or amounts in dispute  thereunder
(it  being  understood  that  upon  resolution  of  the  indemnification   claim
concerning such amounts,  such amounts shall be disbursed in accordance with the
terms of such resolution), shall be promptly paid to the Borrower.

     d. The  Borrower  shall  promptly  furnish  Lender  with  full  information
regarding  any casualty or other  accident or damage to any Vessel  involving an
amount in excess of Fifty Thousand Dollars ($50,000.00).

14.  Representations,  Warranties  and  Covenants.  In  addition  to  the  other
representations,  warranties and covenants  contained  herein,  each Loan Party,
jointly and severally, hereby represents,  warrants and covenants to Lender that
as of the date of this Agreement:

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     a. Compliance.  Borrower has complied with any and all laws and regulations
concerning its organization,  existence and the transaction of its business, and
has  the  right  and  power  to own  the  Secured  Property,  including  without
limitation each of the Vessels.

     b.  Authority.  Each Loan  Party has the power and  authority  to  execute,
deliver and perform this Agreement and other instruments and documents  required
or contemplated  herein, and the person(s) executing this Agreement on behalf of
such Loan Party has or have been properly authorized to execute the same.

     c.   Authorization;   Non-Contravention.   The   execution,   delivery  and
performance of this Agreement has been duly  authorized by all necessary  action
on the part of each Loan Party,  does not and will not  require the  approval of
any  other  interested  parties  of any  Loan  Party  and  does not and will not
contravene  any  certificate  or articles of  formation  or internal  by-laws or
agreement of any Loan Party,  does not  constitute  a default of any  indenture,
contract,  agreement,  mortgage,  deed of trust, document or instrument to which
any Loan  Party is a party or by which  any Loan  Party or any of its  assets is
bound and does not require the consent or approval of any governmental authority
or any other Person,  except those which will have been duly  obtained,  made or
complied with prior to the date of this Agreement.

     d. Title;  No Defaults or  Encumbrances.  Subject to any liens arising from
any  Indebtedness to the PDS Entities and Permitted Liens: (i) Borrower has good
and  marketable  title to all of the Secured  Property;  (ii) Borrower is not in
default under any of the documents evidencing or securing any Indebtedness which
is secured,  wholly or in part,  by any portion of the Secured  Property  and no
event has occurred which with the giving of notice, the passage of time or both,
would constitute a default under any of the documents evidencing or securing any
such Indebtedness;  and (iii) there are no liens or encumbrances  against any of
the Secured Property.

     e. Permits.  Borrower has obtained,  maintains,  and will  maintain,  on an
active and current basis, all licenses,  permits,  registrations,  approvals and
other authority as may be required from any applicable federal,  state and local
governments and agencies having  jurisdiction  over it and the subject matter of
this Agreement.

     f.  Litigation.  As of  the  date  hereof,  there  are no  suits,  actions,
proceedings or investigations pending or, to Loan Party's knowledge,  threatened
or, to Loan  Party's  knowledge,  any basis  therefor,  which  might  materially
adversely  affect  the  ability  of it to  perform  its  obligations  under this
Agreement, or the other Loan Documents to which it is a party or have a material
adverse  effect  upon  the  financial   condition  of  it  or  the  validity  or
enforceability  of this Agreement or the other Loan Documents or have a material
adverse effect upon the Secured Property.

                                       24
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     g. Solvency.  No Loan Party is presently  insolvent and this Agreement will
not  render  any  Loan  Party  insolvent.  As  used in this  section,  the  term
"insolvent"  means  that  the sum  total  of all of a Loan  Party's  liabilities
(whether   secured  or  unsecured,   contingent  or  fixed,   or  liquidated  or
unliquidated) is in excess of the value of such Loan Party's assets (i.e. all of
the assets of the entity that are available to satisfy claims of creditors).

     h.  Set-off.  As of the date hereof,  none of the Loan Party's  obligations
under this  Agreement and the other Loan Documents to which it is a party is not
subject to any defense, set off or counterclaim.

     i.  Working  Capital.  No Loan  Party  is  currently  aware  of any  event,
condition,  fact or circumstance,  which, after the execution of this Agreement,
would prevent any Loan Party from having  sufficient  working capital to pay all
of such Loan Party's debts as they become due.

     j. Enforceability. This Agreement constitutes the valid and legally binding
agreement  of each Loan  Party and is  enforceable  against  such Loan  Party in
accordance with its terms, except to the extent that enforcement of any remedies
may be limited by  applicable  bankruptcy,  insolvency,  general  principles  of
equity or other similar laws affecting  generally the  enforcement of creditor's
remedies.

     k.  Amendments.  There have been no amendments,  modifications,  waivers or
releases with respect to this Agreement or any provisions  hereof,  whether oral
or written prior to execution hereof.

     l.  Consents.  No  order,  consent,  approval,  license,  authorization  or
validation of, or filing,  recording or registration  with, or exemption by, any
governmental,  regulatory  or public body or authority is required in connection
with each Loan Party's execution,  delivery and performance of, or the legality,
validity,  binding effect or  enforceability  of this Agreement other than those
filings needed to record and/or perfect the mortgages and security interests.

     m.  Financial  Information.   All  financial  statements  of  ITB  and  its
Subsidiaries that have been delivered as of the date of this Agreement have been
prepared in accordance  with GAAP  consistently  applied  throughout the periods
covered  (except as  disclosed  therein and except,  with  respect to  unaudited
financial  statements,  for the absence of footnotes and normal  year-end  audit
adjustments) and present fairly in all material respects the financial  position
of the persons  covered  thereby as at the dates thereof and the results of such
Person's operations and cash flows for the periods then ended.

     n. Liabilities.  Except as set forth on Schedule 14(n), between the date of
Borrowers' most recent annual audited financial statements (i.e., since June 30,
2004), and the date of this Agreement, (a) Borrowers have

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




not  incurred  any  obligations,   contingent  or  non-contingent   liabilities,
liabilities  for  charges,  long-term  leases or unusual  forward  or  long-term
commitments which are not reflected in the books and records of the Loan Parties
and which,  alone or in the  aggregate,  could  reasonably be expected to have a
material  adverse  effect  on the  financial  condition  of Loan  Parties,  Loan
Parties' ability to perform their respective  obligations  under this Agreement,
the Note, the Mortgages, the other Loan Documents or any related documents or on
the Secured Property  ("Material  Adverse  Effect"),  (b) no contract,  lease or
other  agreement  or  instrument  has been entered into by any Loan Party or has
become binding upon any Loan Party's assets and no law or regulation  applicable
to any Loan Party has been adopted which has had or could reasonably be expected
to have a Material  Adverse  Effect,  and (c) no Loan Party is in default and to
the best of Loan  Parties'  knowledge  no third  party is in  default  under any
contract,  lease  or  other  agreement  or  instrument,  which  alone  or in the
aggregate  could  reasonably  be  expected  to have a Material  Adverse  Effect.
Between the date of Loan Parties' most recent annual  financial  statements  and
the date of this Agreement,  no event has occurred which, alone or together with
other events, could reasonably be expected to have a Material Adverse Effect.

     o.  Employee  Matters.  As of the date of this  Agreement (a) no strikes or
other  material  labor  disputes  against  any  Borrower  are pending or, to any
Borrower's  knowledge,  threatened,  (b)  hours  worked by and  payment  made to
employees of each Borrower comply with all federal,  state, local or foreign law
applicable  to such matter,  (c) all payments due from any Borrower for employee
health and welfare  insurance  have been paid or accrued as a  liability  on the
books of such  Borrower,  (d)  there is no  organizing  activity  involving  any
Borrower pending or, to any Borrower's knowledge,  threatened by any labor union
or group of employees,  (e) there are no representation  proceedings pending or,
to any Borrower's knowledge, threatened with the National Labor Relations Board,
and no labor  organization  or group of  employees  of any  Borrower  has made a
pending  demand  for  recognition,  and (f) there are no  complaints  or charges
against any Borrower pending or, to the knowledge of any Borrower, threatened to
be filed with any governmental authority or arbitrator based on, arising out of,
in connection  with, or otherwise  relating to the  employment or termination of
employment by and Borrower of any individual.

     p. Intellectual  Property. As of the date of this Agreement,  Borrower owns
or has  rights  to use  all  trademarks,  service  marks,  records,  technology,
inventions, know-how, specifications,  modifications, information, and any other
intellectual  property  necessary  to continue to conduct its business as now or
heretofore  conducted  by it or proposed to be  conducted  by it  ("Intellectual
Property"). Each Borrower conducts its business and affairs without

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




infringement  of or  interference  with any  Intellectual  Property of any other
Person in any material respect.  Borrower is not aware of any infringement claim
by any other Person with respect to any Intellectual Property.

     q. Governmental  Contracts.  As of the date of this Agreement,  Borrower is
not a party to any contract or agreement with any governmental  authority and no
Borrower's  accounts  (as defined in the United  States Code) are subject to the
Federal  Assignment of Claims Act (31 U.S.C.  Section 3727), as amended,  or any
similar state or local law.

     r. Disclosure.  No information  contained in this Agreement,  the Note, the
Mortgages,  the Guaranty, the other Loan Documents,  any projections,  financial
statements,  or SEC  filings  or  other  reports  from  time to  time  delivered
hereunder or any written  statement  furnished by or on behalf of any Loan Party
to Lender  contains or will contain any untrue  statement of a material  fact or
omits or will omit to state a material  fact  necessary  to make the  statements
contained herein or therein not misleading in light of the  circumstances  under
which they were made.

     s. No Consolidation,  Charter Amendments. No Borrower shall (i) directly or
indirectly,  by operation of law or otherwise  merge,  consolidate  or otherwise
combine  with  any  sole  proprietorship,  partnership,  joint  venture,  trust,
unincorporated  organization,   association,   corporation,   limited  liability
company, institution,  public benefit corporation or other entity, or (ii) amend
its  articles of  formation,  bylaws,  certificate  of  formation  or  operating
agreement, as the case may be, in a manner that would adversely affect Lender or
such Loan  Party's  duty or ability to repay the Loan or  otherwise  perform the
Obligations.

     t. No Indebtedness.  No Borrower shall create,  incur,  assume or permit to
exist  any  Indebtedness  or  Guaranteed   Indebtedness,   other  than  (i)  the
Indebtedness existing on the date hereof and described on Schedule 14(t) hereto,
and (ii)  Indebtedness  incurred  pursuant to this  Agreement  or the other Loan
Documents  (collectively,   "Permitted  Indebtedness").   Without  limiting  the
generality of the  foregoing,  once the FX Debt  Repayment has been made,  there
shall be no  Indebtedness  of any Borrower to any Affiliate of any Borrower.  No
Loan Party shall  permit any Special  Purpose  Subsidiary  to incur any Recourse
Indebtedness,   but  a  Special  Purpose   Subsidiary  may  incur   non-Recourse
Indebtedness.

     u. No Encumbrances.  No Loan Party shall create, incur, assume or permit to
exist any security interest,  lien or other encumbrance on any of the Collateral
(other than the Vessels,  it being understood that restrictions  regarding liens
on the Vessels are set forth in Section  10(d)),  other than security  interests
granted pursuant to the Security Agreement,  the Pledge Agreement, the Turnberry
Note Pledge and the OC Note Pledge. No

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




Loan Party shall permit any Special Purpose Subsidiary to create,  incur, assume
or permit to exist any security  interest,  lien or other  encumbrance on any of
its   non-Collateral   assets,   other  than  in  connection  with  non-Recourse
Indebtedness of a Special Purpose Subsidiary.

     v. No  Investment.  No  Borrower  other  than  PBM and PBE  shall  make any
Investments  other  than  Permitted  Investments;  provided  that  any  and  all
proceeds,  products and profits from  Permitted  Investments  shall be deposited
into a Controlled  Account,  except to the extent that such  investment  is made
solely with Useable Excess Cash and is made by a Special Purpose Subsidiary.

     w. No Restricted  Payments.  No Borrower  other than PBM and PBE shall make
any Restricted  Payments other than (i) for any one calendar  month,  so long as
(A) a Contingent Event has occurred, (B) no Event of Default has occurred and is
continuing and (C) there is no outstanding  Deferred  Principal Amount,  rent or
charter hire with respect to Princess Vessel or the Big Easy Vessel from ITGV or
ITGPB to PBM or PBE in an  aggregate  amount  not to  exceed  $150,000  plus one
percent (1%) of Borrower's  Net Revenue for such calendar month (each a "Charter
Payment"),  (ii) so long as no Event of Default has occurred and is  continuing,
dividends or other  distributions from any Borrower to Guarantor in an aggregate
amount  not to  exceed  $150,000  in any given  calendar  month,  plus  payments
pursuant  to the Tax  Sharing  Agreement  (each,  a "ITB  Distribution"),  (iii)
$188,216.02  plus additional  interest  accruing between the date of Closing and
the date of Funding at the rate of 8.0% to be paid to Francis X.  Murray  ("FX")
in full  satisfaction of all  Indebtedness  owing to FX by any Borrower (the "FX
Debt  Repayment"),  (iv)  payment  of  compensation  in the  ordinary  course of
business  consistent  with past  practices  to  Francis  W.  Murray and FX in an
aggregate amount not to exceed $500,000 in any twelve month period, and (v) with
respect  to each of ITGPB,  RSE and ITGV,  distributions  to the  holders of the
equity  ownership  interests of ITGPB,  RSE or ITGV,  as the case may be, in the
amounts described in and required by the Tax Sharing Agreement.  Notwithstanding
item (i) of this Section 14(w),  if with respect to any calendar month occurring
from the date  hereof  until the  Termination  Date ITGV and ITGPB are unable to
make a Charter Payment for such calendar month because a Contingent Event is not
continuing,  ITGV and ITGPB shall be  permitted  to make an  additional  Charter
Payment for such missed  calendar month during any subsequent  calendar month in
which ITGV and ITGPB are  permitted to make a Charter  Payment under item (i) of
this Section  14(w);  provided  that ITGV and ITGPB shall not make any more than
two Charter Payments in any given calendar month.

                                       28
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     x. No Affiliate  Transactions.  No Borrower  shall  directly or  indirectly
enter into or permit to exist any  transaction  (including  the purchase,  sale,
lease or exchange of any  property or the  rendering  of any  service)  with any
Affiliate  of any  Loan  Party,  other  than (i) the  Loan  Documents,  (ii) the
Permitted  Indebtedness and (iii) the Leases,  (iv) the  transactions  permitted
under  Sections  14(v)  and  14(w)  hereof  (including  without  limitation  the
provision  of  corporate  services to  Borrowers  by ITB in exchange for the ITB
Distributions),  (v) the sale or  contribution of Royal Star Vessel to a Special
Purpose  Subsidiary  as  permitted  under  14(z)  hereof,   (vi)  the  Permitted
Investment  in a  Special  Purpose  Subsidiary  described  in  item  (vi) of the
definition  thereof,  (vii)  transactions  derived  from  investments  solely of
Useable Excess Cash,  (viii) the FX Debt Repayment,  (ix) the transfer from ITGV
to ITB of cash in an amount equal to the payments, if any, made to ITGV pursuant
to Section  4(j)(3)  hereof and (x) the transfer from ITGV to ITB of the OC Note
if it is returned to ITGV pursuant to Section 4(j)(3) hereof. Loan Parties shall
notify  Lender  promptly  of any  transactions  among  any Loan  Parties  or any
Affiliates  thereof  and  shall  provide  Lender  with  copies  of  any  written
agreement,  contract  or  other  instrument  documenting  such  transaction  (an
accurate and complete schedule of such transactions is set forth on the attached
Schedule  14(x)).  No  Borrower  shall make any  payment or permit any  payment,
dividend or distribution (other than payments permitted under this Agreement) to
be made to any  Affiliate of any Borrower when or as to any time when Default or
Event of Default has occurred and is continuing.

     y. Taxes.  Borrower, to the best of its knowledge,  has filed, or caused to
be filed, in a timely manner all tax returns,  reports and  declarations,  which
are required to be filed by Borrower.  To the best of  Borrower's  knowledge all
information  in such tax  returns,  reports and  declarations  is  complete  and
accurate in all  material  respects.  Borrower has paid or caused to be paid all
taxes due and payable or claimed due and payable in any  assessment  received by
Borrower,  except taxes the validity of which are being  contested in good faith
by appropriate proceedings diligently pursued and available to Borrower and with
respect to which  adequate  reserves have been set aside on Borrower's  books as
applicable.

     z. No Transfer of Collateral.  No Borrower  shall sell,  transfer or assign
any right, title or interest in or to any Collateral or any Vessel,  except that
Borrower may (i) sell or otherwise  transfer their respective  right,  title and
interest in and to the Royal Star Vessel pursuant to an arm's length transaction
with an  unaffiliated  third party,  provided that the net proceeds of such sale
are applied in  accordance  with Section  4(f);  (ii) sell or  contribute  their
respective  right,  title  and  interest  in and to the Royal  Star  Vessel to a
Special Purpose Subsidiary, provided that Loan

                                       29
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




Parties comply,  and cause such Special Purpose  Subsidiary to comply,  with the
terms of this Agreement,  including without  limitation  Sections 14(t),  14(u),
14(aa) and 14(kk);  (iii) sell or use  inventory in the ordinary  course or sell
old or obsolete  equipment being replaced in the ordinary course;  (iv) transfer
from ITGV to ITB cash in an amount equal to the  payments,  if any, made to ITGV
pursuant to Section 4(j)(3) hereof and (x) transfer from ITGV to ITB the OC Note
if it is returned to ITGV pursuant to Section 4(j)(3) hereof.

     aa. No Subsidiaries. No Borrower shall create or permit to exist any direct
or indirect  Subsidiary other than in existence on the date hereof and described
on Schedule  14(aa)  hereto.  Notwithstanding  the  foregoing,  any Borrower may
create or permit to exist (i) a wholly-owned Subsidiary of such Borrower that is
organized  within the United States if such Borrower takes,  and causes such new
Subsidiary  to take,  such  steps as may be  requested  by  Lender  for such new
Subsidiary  (A) to  become a  "Borrower"  hereunder  and a  "Grantor"  under the
Security  Agreement,  (B) if  applicable,  to  execute  and  deliver  to  Lender
mortgages  and other  security  documents,  in each case,  in form and substance
satisfactory to Lender, and (C) for such new Subsidiary's capital stock or other
equity ownership interest to be pledged pursuant to the Security  Agreement,  or
(ii) a Special  Purpose  Subsidiary  (which  Special  Purpose  Subsidiary may be
capitalized  by Borrower  solely with  Useable  Excess Cash) if (A) such Special
Purpose  Subsidiary  complies,  at all times and in all  respects,  with Section
14(kk)  hereof and (B) such  Borrower  takes,  and causes such  Special  Purpose
Subsidiary  to take,  such steps as may be  requested by Lender for such Special
Purpose  Subsidiary's  capital  stock or other equity  ownership  interest to be
pledged pursuant to the Security Agreement.

     bb. No  Accounts.  No Borrower  shall  establish  or  maintain  any deposit
account or securities  account  other than the  Controlled  Accounts  unless and
until Lender has  received an account  control  agreement in form and  substance
satisfactory to Lender  perfecting  Lender's  security  interest  therein,  duly
executed and in full force and effect,  or Lender has  otherwise  taken steps to
perfect its security  interest  therein under  applicable  law, as determined by
Lender. The Borrower warrants and represents that no Borrower has established or
maintains  any deposit  accounts  other than the  Controlled  Accounts and those
accounts  set forth on Schedule  14(bb).  As of the date  hereof,  the amount in
Account  2000021158272  held at the  Controlled  Account  Bank  (the  "Insurance
Account")  is  $116,261.  No Borrower  shall  deposit  additional  fund into the
Insurance  Account and in no event shall the  balance of the  Insurance  Account
exceed  $116,261  plus  accrued  interest.  Upon any  release  of funds from the
Insurance  Account to Steamship  Mutual  Underwriting  Association  Limited (the
"Insurance Agent") or Borrower's receipt of notice that

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




the funds no longer need to be held on behalf of the Insurance  Agent,  Borrower
shall  withdraw all amounts then held in the Insurance  Account and deposit such
amounts into a Controlled Account.

     cc.  No  Acceleration  or Delay  of  Expenses.  No  Borrower  shall  unduly
accelerate or delay the incurrence of expenses that would  otherwise be incurred
in the ordinary course of such Borrower's business.

     dd. Maintain Existence,  Assets; Obtain Consents; Conduct of Business. Each
Loan Party shall (i) do or cause to be done all things necessary to preserve and
keep in full force and effect its  organizational  existence  and its rights and
franchises,   (ii)  obtain  all  necessary  and  appropriate   third  party  and
governmental  waivers and  consents,  (iii)  continue  to conduct  its  business
substantially as now conducted or as otherwise permitted hereunder,  (iv) at all
times  maintain,  preserve and protect all of its assets and properties  used or
useful in the conduct of its business, and keep the same in good repair, working
order and condition in all material respects (taking into consideration ordinary
wear  and  tear)  and (v) from  time to time  make,  or  cause  to be made,  all
necessary  or  appropriate   repairs,   replacements  and  improvements  thereto
consistent with industry practices.

     ee. Comply with Laws; Maintain Permits; Perform Obligations.  Each Borrower
shall (i) comply with the  requirements  of all  present  and future  applicable
laws,  rules,  regulations and orders of any governmental  authority,  including
without  limitation,  all gaming laws, rules and  regulations,  (ii) maintain in
full force and effect all licenses,  franchises, permits and approvals issued by
any governmental authority or any other Person now held or hereafter acquired by
any Borrower,  in each case,  that are material to the business of any Borrower,
and (iii) timely perform,  observe,  comply and fulfill in all material respects
all of the terms,  provisions,  obligations,  covenants,  agents and  conditions
under the material indentures,  contracts,  agreements, leases, mortgages, deeds
of trust, documents or instruments to which such Borrower is a party or to which
such Borrower's assets are bound.

     ff.  Discharge or Pay Charges.  Each Loan Party shall pay and  discharge or
cause to be paid and discharged  promptly all Charges  payable by it (other than
those it is contesting  in good faith by  appropriate  proceedings  and provided
further that no lien or encumbrance  shall attach to any  Collateral  during the
pendency of such dispute), including (a) Charges imposed upon it, its income and
profits,  or any of its property (real,  personal or mixed) and all Charges with
respect to tax, social security and unemployment withholding with respect to its
employees,  (b) lawful  claims for labor,  materials,  supplies  and services or
otherwise,  before any thereof  shall  become  past due,  and (c) all storage or
rental charges  payable to  warehousemen  or bailees,  in each case,  before any
thereof  shall  become  past  due.  As of the  date  hereof  and as of any  date
hereafter, Borrower has paid and will pay in

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




full all Charges, taxes and other taxes and assessments against the Vessels, the
Gaming  Equipment and the  Collateral  owned by Borrower.  Borrower  knows of no
basis for any additional Charges,  taxes,  adverse claims or assessments against
the Vessels, the Gaming Equipment or the Collateral.  Borrower has filed all tax
returns  required  to have been  filed by it and has  caused ITB to file all tax
returns required to have been filed by it, and has paid or caused ITB to pay all
taxes  shown to be due and  payable  on such  returns,  including  interest  and
penalties,  and all other  taxes which are payable by it or ITB, as the case may
be, to the extent the same have become due and payable.

     gg. Maintain Books and Records.  Each Borrower shall maintain keep accurate
and adequate books and records with respect to its business  activities in which
proper  entries,  properly  reflecting all financial  transactions,  are made in
accordance with generally  accepted  accounting  principals in the United States
("GAAP"), consistently applied.

     hh.  Allow  Access,  Communication.   Each  Loan  Party  shall  permit  any
authorized  representatives  designated  by Lender to visit the  offices of Loan
Parties and inspect the Secured Property, including its financial and accounting
records,  and to make  copies and take  extracts  therefrom,  and to discuss its
affairs,  finances  and  business  with  its  officers  and  independent  public
accountants,  upon  reasonable  notice  (so  long  as no  Event  of  Default  is
continuing),  at such times during normal  business hours and as often as Lender
may request.  Each Loan Party authorizes Lender to communicate directly with its
independent  certified  public  accountants  and  authorizes  and,  at  Lender's
request,  shall  instruct  those  accountants  to disclose and make available to
Lender  any  and  all  financial   statements  and  other  supporting  financial
documents,  schedules  and  information  relating  to any Loan Party  (including
copies of any issued management letters) with respect to the business, financial
condition and other affairs of any Loan Party.

     ii. No  Infringement.  Each  Borrower will conduct its business and affairs
without  infringement of or interference  with any intellectual  property of any
other Person.

     jj. Further  Assurances.  Each Loan Party shall, at the expense of the Loan
Parties,  duly execute and deliver,  or cause to be duly executed and delivered,
to Lender such  further  instruments,  and do and cause to be done such  further
acts, as may be necessary or proper in the reasonable opinion of Lender to carry
out more  effectively  the provisions of this Agreement or any of the other Loan
Documents.

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     kk.  Special  Purpose  Subsidiaries.  With respect to each Special  Purpose
Subsidiary  from time to time created or permitted to be created by Loan Parties
pursuant  Section  14(aa),  Loan  Parties  shall,  and shall cause each  Special
Purpose Subsidiary to, at all times comply with the following:

               (i)  The   organizational   documents  of  each  Special  Purpose
          Subsidiary shall limit such Special Purpose  Subsidiary's  purposes to
          (A) as  applicable,  either (1) owning  and  operating  the Royal Star
          Vessel in Brazil or (2) making an investment in a gaming  business and
          (B) engaging in any other lawful act or activity  and  exercising  any
          powers  permitted  to  entities  of the form of such  Special  Purpose
          Subsidiary  under  the  laws  of  such  Special  Purpose  Subsidiary's
          jurisdiction  of  organization,  that are related or incidental to and
          necessary, convenient, suitable or advisable for the accomplishment of
          the purpose set forth in clause (A);

               (ii) Each Special Purpose  Subsidiary's assets will be maintained
          in a manner that facilitates their identification and segregation from
          assets of Loan  Parties and each  Affiliate  thereof and such  Special
          Purpose  Subsidiary  shall not commingle its assets with the assets of
          Loan Parties or any Affiliate  thereof  (including the  maintenance of
          separate bank deposit and checking accounts);

               (iii)   All   of  the   formalities   (including   corporate   or
          organizational  formalities)  regarding the separate existence of each
          Special Purpose Subsidiary shall be maintained;

               (iv) Each Special  Purpose  Subsidiary,  each Loan Party and each
          Affiliate  thereof  shall  indicate  in  its  respective  records  and
          financial   statements  the   separateness  of  each  Special  Purpose
          Subsidiary's   assets  and   liabilities   and  each  Special  Purpose
          Subsidiary's financial statements, accounting records, other books and
          records,  and other  company  documents  are  maintained  separate and
          distinct from those of Loan Parties and each Affiliate thereof;

               (v) Each  Special  Purpose  Subsidiary  shall act only in its own
          name (or  through  d/b/a names  established  by such  Special  Purpose
          Subsidiary)   and   through   authorized   agents   pursuant   to  its
          organizational documents;

               (vi)  Each  Special   Purpose   Subsidiary   shall  pay  its  own
          liabilities out of its own funds. No Special Purpose  Subsidiary shall
          assume or guarantee any of the liabilities of Loan

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




          Parties  or any  Affiliate  thereof  and none of Loan  Parties  or any
          Affiliate   thereof  shall  assume,   guarantee  or  pay  any  of  the
          liabilities of any Special Purpose Subsidiary;

               (vii)  No  Special  Purpose   Subsidiary   shall  engage  in  any
          transaction  (including the purchase,  sale,  lease or exchange of any
          property or the  rendering  of any  service)  with Loan Parties or any
          Affiliate  of it or of  any  Loan  Parties,  other  than  transactions
          permitted  under  Section  14(x) or pursuant to a Management  Services
          Agreement;

               (viii) No Special Purpose  Subsidiary  shall merge or consolidate
          with any  other  Person  or sell its  properties  and  assets  as,  or
          substantially as, an entirety,  unless the net proceeds to the Special
          Purpose  Subsidiary  are used to prepay the Loan  pursuant  to Section
          4(d);

               (ix) No  Special  Purpose  Subsidiary  shall  sell  or  otherwise
          transfer  its right,  title and  interest in and to (1) the Royal Star
          Vessel,  unless the net proceeds to the Special Purpose Subsidiary are
          at least $2.6 million and are applied in accordance with Section 4(f),
          or (2) the Investment  acquired by such Special Purpose  Subsidiary in
          exchange  for the Gaming  Investment,  unless the net  proceeds to the
          Special  Purpose  Subsidiary  are used to prepay the Loan  pursuant to
          Section 4(d); and

               (x) Except as  expressly  permitted  under  Section  14(x),  Loan
          Parties shall  contribute or otherwise  transfer to a Special  Purpose
          Subsidiary no assets.  Upon creation of any Special Purpose Subsidiary
          hereunder,  Loan Parties shall,  and shall cause such Special  Purpose
          Subsidiary to, deliver a certificate of a responsible  officer of Loan
          Parties and such Special  Purpose  Subsidiary,  in form and  substance
          satisfactory to Lender and together with such supporting documentation
          as Lender shall request, that each Loan Party and such Special Purpose
          Subsidiary  is in  compliance  and will  continue  to comply  with the
          covenants set forth in this Section 14(kk).

     ll. Lien on Port or Similar Agreements.  Upon execution and delivery of any
port,  berth,  docking  or  similar  agreements  with  respect to the Royal Star
Vessel, the Borrower that is a party to such agreement shall execute and deliver
to Lender such  documents as Lender  reasonably  requires in order for Lender to
obtain a perfected first priority lien on such port,  berth,  docking or similar
agreements.

     mm. No Amendment of Port or Similar Agreements;  Renewal of RBE Dock Lease.
No Loan Party  shall  amend the Palm Beach Port Lease or RBE Dock Lease  without
prior written consent of Lender. On or prior to

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




the termination of the RBE Dock Lease,  RBE shall execute such  documentation as
is necessary to renew the RBE Dock Lease if the City of Riviera Beach is willing
to so renew the RBE Dock  Lease on terms  substantially  similar to those of the
RBE Dock Lease as of the date hereof.

     nn.  EBITDA.  No Loan Party shall permit the EBITDA of ITGV's United States
domestic operations,  (i) to be less than the amounts set forth below, as of the
applicable measurement period:

Measurement Period                                             Minimum EBITDA
------------------                                             --------------
for the 6 months ending July 3, 2005                           $5,400,000
for the 7 months ending July 31, 2005                          $6,000,000
for the 8 months ending August 28, 2005                        $6,750,000
for the 9 months ending October 2, 2005                        $7,500,000
for the 10 months ending October 30, 2005                      $8,500,000
for the 11 months ending November 27, 2005                     $9,500,000
for the 12 months ending January 1, 2006                       $10,500,000
for the 12 months ending January 29, 2006                      $10,500,000
for the 12 months ending February 26, 2006                     $10,500,000
for the 12 months ending April 2, 2006                         $10,500,000
for the 12 months ending April 30, 2006                        $10,500,000
for the 12 months ending May 28, 2006                          $10,750,000
for the 12 months ending July 2, 2006                          $11,100,000
for the 12 months ending July 30, 2006                         $11,500,000
for the 12 months ending August 27, 2006                       $11,750,000
for the 12 months ending October 1, 2006                       $12,000,000

and (ii)  thereafter,  to be less than $12,000,000 for any trailing twelve month
period, measured as of the last day of each monthly period.

     oo. No  Indebtedness.  No Indebtedness  with respect to any Borrower exists
other than the Indebtedness  set forth on the attached  Schedule 14(t) or, other
than Permitted Indebtedness, will be incurred by any Borrower. Borrower warrants
and represents that the Indebtedness  set forth on the attached  Schedule 14(oo)
is an accurate and complete  schedule of all  Indebtedness of any Borrower as of
the date hereof.

     pp. Maintain  Insurance.  Borrower shall maintain the policies of insurance
required by Section 13 of this Agreement from reputable insurance providers, and
such policies provide adequate coverage for the reasonably  foreseeable risks to
and losses of Borrower and its respective Businesses.  No notice of cancellation
has been received with respect to such  policies,  and Borrower is in compliance
with all conditions contained in such policies.

     qq.  Post-Closing Port Lease Matters.  On or before September 30, 2005, the
Loan Parties shall have delivered to Lender (i) the Collateral  Assignment  duly
acknowledged by an authorized signatory of the Port of Palm

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




Beach and (ii) proof of the  recordation of the Leasehold  Mortgage and Security
Agreement in the records of Palm Beach County, Florida.

     rr. ITGV Employee Bonuses.  No Borrower shall pay, or cause to be paid, any
amount of the ITGV Employee  Bonuses unless and until ITB shall have contributed
to ITGV as a cash equity contribution an amount equal to the total amount of the
ITGV Employee Bonuses.

15.  Reporting.  From the date hereof until the  Termination  Date, Loan Parties
shall provide Lender with the following:

     a. Within thirty (30) days of each calendar  month,  financial  information
regarding  each  Borrower  and  its  respective   Subsidiaries,   consisting  of
consolidated  unaudited balance sheets and related statements of income and cash
flows, as of the close of such calendar month,  each prepared in accordance with
GAAP  consistently  applied  (subject  to the  absence of  footnotes  and normal
year-end adjustments).

     b.  Within  ninety (90) days of each  fiscal  year end,  audited  financial
information  regarding  ITB and its  Subsidiaries,  consisting  of  consolidated
audited balance sheets and statements of income and cash flows, each prepared in
accordance with GAAP  consistently  applied,  certified as to such  consolidated
statements without  qualification by an independent  certified public accounting
firm of national standing or otherwise acceptable to Lender.

     c.  Accompanying  each of the  financial  statements  described in Sections
15(a) and (b),  a  certificate  of the chief  financial  officer  of such  Party
certifying that (i) such consolidated  financial  information presents fairly in
accordance  with  GAAP  consistently  applied  (subject  in the case of  monthly
financial   information  to  the  absence  of  footnotes  and  normal   year-end
adjustments)  the financial  position and results of operations of Loan Parties,
on a consolidated  basis, (ii) any other  information  presented therein is true
and correct and complete in all material respects,  and (iii) there was no Event
of Default in  existence as of such time or, if an Event of Default has occurred
and is continuing,  describing the nature thereof and all efforts  undertaken to
cure such Event of  Default,  and (ii)  setting  forth  calculations  (with such
specificity as the Lender may reasonably request) of the period then ended which
demonstrate compliance with 14(nn).

     d. Within five business days of receipt  thereof by any Loan Party,  copies
of all management  letters,  exception  reports or similar letters or reports by
such Loan Party from its independent certified public accountants.

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     e. As soon as practicable,  and in any event within two business days after
an executive  officer of any Loan Party has actual knowledge of the existence of
an Event of Default or any other event that has had a Material  Adverse  Effect,
notice specifying the nature of such Event of Default or event.

     f. Promptly upon their becoming available, copies of all bank statements in
respect of the Controlled Accounts.

     g.  Promptly  upon  their  becoming  available,  copies  of  all  financial
statements,  reports,  notices and proxy statements made available by ITB to its
security   holders  and  all  regular  and  periodic   reports  filed  with  any
governmental authority or private regulatory authority.

     h.  Promptly  upon  learning  thereof,  written  notice  of any  litigation
commenced or threatened  against any Loan Party that (i) seeks damages in excess
of $100,000.00 or could reasonably be expected to exceed $100,000.00, (ii) seeks
injunctive relief or (iii) alleges criminal misconduct by any Loan Party.

     i.  Disclosure of losses or casualties  required to be covered by insurance
in accordance with Section 13 of this Agreement.

     j.  Immediately  upon  receipt  thereof (i) copies of any and all  notices,
letters, demands or other correspondence received from a governmental authority,
and (ii) written notice of any oral communications between any employee, officer
or agent of any Loan Party and any governmental  authority,  which communication
could have, either at the moment or with the passage of time, a Material Adverse
Effect .

     k. Such other  financial  and other  information  respecting  Loan Parties'
business or financial  condition  as Lender  shall from time to time  reasonably
request,  including without limitation,  financial reports in form and substance
satisfactory to Lender regarding Loan Parties.

     l.  Immediately  upon receipt  thereof  copies of notices of default  under
material contracts, leases or other agreements.

16. Cash Management System.

     a. On or prior to the date hereof,  Borrower has established those accounts
listed on Schedule 16(a)  (collectively,  "Controlled  Accounts")  with Wachovia
Bank, National Association  ("Controlled Account Bank").  Borrower shall deposit
the proceeds of the Loan into a Controlled Account.  Borrower shall maintain the
Gaming Investment in a Controlled  Account,  until such time as Borrower makes a
Permitted Investment therewith.  Borrower shall maintain the Controlled Accounts
from the date hereof until the Termination Date. Until the Termination Date,

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




Borrower shall not close any Controlled  Account or move any Controlled  Account
to another bank or financial  institution other than the Controlled Account Bank
without  the prior  written  consent  of  Lender.  Until the  Termination  Date,
Borrower shall not commingle any other funds with the funds from time to time on
deposit in the Controlled Accounts.

     b. On or prior to the date hereof,  Borrower,  Lender,  PDS Funding 2004-A,
LLC and  Controlled  Account Bank shall have  entered into a four party  account
control  agreement  with respect to the  Controlled  Accounts  (the  "Controlled
Account  Agreement(s)").  Controlled  Account Bank shall agree in the Controlled
Account  Agreement(s),  among other things, that (i) all funds from time to time
deposited  into any  Controlled  Account and proceeds  thereof are to be held by
Controlled Account Bank in accordance with an Controlled Account Agreement, (ii)
Controlled Account Bank has no rights of setoff or recoupment or any other claim
against such account,  as the case may be, other than for payment of its service
fees and other charges  directly related to the  administration  of such account
and for returned  checks or other items of payment,  in each case,  as expressly
set forth in the Controlled Account  Agreement(s),  and (iii) from and after the
Controlled Account Bank's receipt of a notice (an "Activation  Notice") from the
"Controlling  Secured  Party"  (under and as defined in the  Controlled  Account
Agreement(s)),  the Controlling  Secured Party shall have exclusive dominion and
control of the Controlled  Accounts,  to the exclusion of Loan Parties,  and the
Controlled Account Bank shall forward immediately all amounts then on deposit in
the Controlled Accounts to the bank account specified therein as the Controlling
Secured Party's bank account and shall commence the process of daily sweeps from
the  Controlled  Accounts into such bank account.  The parties hereto agree that
Controlling  Secured  Party  may  only  deliver  an  Activation  Notice  to  the
Controlled  Account  Bank at any time that (1) an Event of Default has  occurred
and is continuing,  (2) Controlling Secured Party reasonably believes based upon
information  available  to it  that  an  Event  of  Default  has  occurred,  (3)
Controlling  Secured Party  reasonably  believes  that an event or  circumstance
which  is  likely  to  have a  Material  Adverse  Effect  has  occurred,  or (4)
Controlling  Secured Party  reasonably  has grounds to question the integrity of
the  system  of  Controlled   Accounts  and  Controlled   Account   Agreement(s)
established hereby (collectively, the "Cash Management System") or Loan Parties'
compliance with the provisions of this Section 16 or any other provisions of the
Loan Documents to the extent related to such Cash  Management  System,  provided
that that with  respect to clauses (2) through  (4) above,  Controlling  Secured
Party shall only deliver such Activation  Notice after (A)  Controlling  Secured
Party has delivered  written notice to ITGV Parties  setting forth in reasonable
detail the Controlling Secured Party's

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                                                                  PDS/PALM BEACH
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<PAGE>




basis for believing that it has grounds to deliver such Activation  Notice,  and
(B) within  three (3) business  days  following  delivery of such  notice,  ITGV
Parties have not delivered to Controlling Secured Party evidence satisfactory to
it that such grounds do not exist.

     c. Each Loan Party shall, and shall cause its officers,  employees,  agents
or  directors  or other  persons or entities  acting for or in concert with such
Loan  Party  (each a  "Related  Person")  to,  (i) hold in trust for  Lender all
checks, cash and other items of payment constituting Secured Property (including
amounts described in the immediately  succeeding sentence) received by such Loan
Party or any such Related  Person,  and (ii) deposit into a Controlled  Account,
within one (1) Business Day after  receipt by any Loan Party or Related  Person,
of any checks,  cash or other  items of payment  constituting  Secured  Property
(other than cash required for the day to day operation of the business,  such as
petty  cash and "cage  cash" not in excess of  $2,500,000  in the  aggregate  in
respect  of the  Princess  Vessel  and the Big Easy  Vessel  and an amount to be
determined in respect of the Royal Star Vessel, which amount shall be subject to
the approval of the Lender in its sole discretion;  provided that if, in lieu of
using  Borrower's cage cash,  Borrower  instead engages a third party to provide
cash for use in the casino of any of the Vessels ("Rented Cash"), Borrower shall
deposit all amounts of cage cash into a  Controlled  Account and so long as such
cage cash is deposited into a Controlled Account, Lender acknowledges and agrees
that any amount of Rented  Cash shall not be  Collateral  for  purposes  of this
Agreement or the Security Agreement).  ITGV Parties hereby acknowledge,  without
limitation,  that any and all (A) dividends and other distributions from time to
time  payable to any Loan Party from any  Special  Purpose  Subsidiary,  and (B)
proceeds,  products  and profits of any  Secured  Property  constitute  "Secured
Property" for all purposes hereunder and under the other Loan Documents, subject
to  Lender's  lien and  subject to no other  lien,  security  interest  or other
encumbrance  other than those  permitted  pursuant  to Section  10(f) or Section
14(u) of this Agreement.

     d. So long as no Event of Default has occurred and is continuing,  Borrower
may withdraw funds from time to time on deposit in the  Controlled  Accounts for
use in accordance with this Agreement.

     e. Each  Controlled  Account shall be cash  collateral  accounts,  with all
cash,  checks  and other  similar  items of payment  in such  accounts  securing
payment  of the Loans  and all  other  Obligations,  and in which  Borrower  has
granted a lien to Lender, pursuant to the Mortgages, the Security Agreement, the
Pledge  Agreement,  the  Turnberry  Note  Pledge,  the OC  Note  Pledge  and the
Controlled Account Agreement.

17. Indemnities.

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                                                                  PDS/PALM BEACH
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<PAGE>




     a. (1) BORROWER  SHALL ASSUME THE DEFENSE OF,  INDEMNIFY  AND HOLD HARMLESS
THE  LENDER  AGAINST  ANY LIEN OR  CLAIM OF  WHATSOEVER  NATURE  ON THE  SECURED
PROPERTY  AND  AGAINST  ANY CLAIMS OF THIRD  PARTIES  AGAINST  THE LENDER OR THE
SECURED PROPERTY OF WHATSOEVER  NATURE,  INCLUDING CLAIMS FOR PERSONAL INJURIES,
DEATH OR PROPERTY DAMAGE AND WITHOUT  LIMITATION BY THIS ENUMERATION,  PENALTIES
OR FINES,  EITHER  CRIMINAL OR CIVIL  ARISING FROM  VIOLATION OF THE LAWS OF THE
UNITED STATES OR ANY STATE THEREOF OR OF THE LAWS OF ANY COUNTRY OR  SUBDIVISION
THEREOF  TO WHICH  ANY  VESSEL  MAY BE SENT,  WHETHER  SUCH  CLAIMS OR LIENS ARE
FOUNDED OR UNFOUNDED PROVIDED SUCH LIEN OR CLAIM SHALL HAVE ARISEN FROM THE USE,
OPERATION  OR CUSTODY OF SUCH VESSEL BY BORROWER OR OUT OF ANY ACT OR NEGLECT ON
BORROWER'S  PART OR ON THE PART OF ITS EMPLOYEES,  AGENTS,  REPRESENTATIVES,  OR
CONTRACTORS.  THE  INDEMNITY  SHALL  INCLUDE  ALL  REASONABLE  COSTS  PAYABLE OR
INCURRED IN DEFENDING OR INVESTIGATING SUCH CLAIMS OR LIENS.

         (2) SHOULD A SUIT OR ANY OTHER LEGAL  PROCEEDING  BE FILED  AGAINST THE
SECURED PROPERTY OR SHOULD THE SECURED  PROPERTY BE LEVIED AGAINST,  ARRESTED OR
TAKEN  INTO  CUSTODY  BY VIRTUE OF A LEGAL  PROCEEDING  ARISING  OUT OF THE USE,
OPERATION  OR CUSTODY OF THE  SECURED  PROPERTY BY BORROWER OR OUT OF ANY ACT OR
NEGLECT  ON  BORROWER'S  PART OR ON THE PART OF  BORROWER'S  EMPLOYEES,  AGENTS,
REPRESENTATIVES,  OR CONTRACTORS,  BORROWER SHALL  IMMEDIATELY  NOTIFY LENDER OR
LENDER SHALL IMMEDIATELY  NOTIFY BORROWER AS THE CASE MAY BE, AND BORROWER SHALL
TAKE  IMMEDIATE  ACTION TO FREE THE SECURED  PROPERTY FROM THE CLAIM,  DEMAND OR
LIEN  THEREUPON  PLACED AND OBTAIN THE  RELEASE  OF THE  SECURED  PROPERTY  FROM
CUSTODY OR ARREST.

         (3) IN THE EVENT THAT BORROWER FAILS TO FULFILL ITS  OBLIGATIONS  UNDER
THIS SECTION, LENDER MAY UNDERTAKE SAME AT THE EXPENSE OF BORROWER.

     b. (1) LENDER SHALL ASSUME THE DEFENSE OF,  INDEMNIFY AND HOLD HARMLESS THE
BORROWER AGAINST ANY LIEN OR CLAIM OF WHATSOEVER  NATURE ON THE SECURED PROPERTY
AND AGAINST ANY CLAIMS OF THIRD PARTIES AGAINST THE BORROWER OR

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                                                                  PDS/PALM BEACH
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<PAGE>




THE  SECURED  PROPERTY  OF  WHATSOEVER  NATURE  INCLUDING  CLAIMS  FOR  PERSONAL
INJURIES,  DEATH OR PROPERTY DAMAGE AND WITHOUT  LIMITATION BY THIS ENUMERATION,
PENALTIES OR FINES  ARISING FROM  VIOLATION OF THE LAWS OF THE UNITED  STATES OR
ANY STATE THEREOF WHETHER SUCH CLAIMS OR LIENS ARE FOUNDED OR UNFOUNDED PROVIDED
SUCH LIEN OR CLAIM SHALL HAVE ARISEN FROM THE USE,  OPERATION  OR CUSTODY OF THE
SECURED  PROPERTY BY LENDER OR OUT OF ANY ACT OR NEGLECT ON LENDER'S  PART OR ON
THE PART OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR CONTRACTORS. THE INDEMNITY
SHALL  INCLUDE  ALL  REASONABLE  COSTS  PAYABLE  OR  INCURRED  IN  DEFENDING  OR
INVESTIGATING SUCH CLAIMS OR LIENS.

         (2) SHOULD A LIBEL BE FILED AGAINST THE SECURED  PROPERTY OR SHOULD THE
SECURED  PROPERTY BE LEVIED  AGAINST,  ARRESTED OR TAKEN INTO CUSTODY ALL DURING
THE TERM BY VIRTUE OF LEGAL  PROCEEDING  ARISING  OUT OF THE USE,  OPERATION  OR
CUSTODY  OF THE  SECURED  PROPERTY  BY  LENDER OR OUT OF ANY ACT OR  NEGLECT  ON
LENDER'S PART OR ON THE PART OF LENDER'S EMPLOYEES,  AGENTS,  REPRESENTATIVES OR
CONTRACTORS,  BORROWER  SHALL  IMMEDIATELY  NOTIFY  LENDER AND LENDER SHALL TAKE
IMMEDIATE  ACTION TO FREE THE SECURED  PROPERTY  FROM THE CLAIM,  DEMAND OR LIEN
THEREUPON  PLACED AND OBTAIN THE RELEASE OF THE SECURED PROPERTY FROM CUSTODY OR
ARREST.

         (3) IN THE EVENT  LENDER  FAILS TO FULFILL ITS  OBLIGATIONS  UNDER THIS
SECTION, BORROWER MAY UNDERTAKE SAME AT THE EXPENSE OF LENDER.

18.  Events of Default.  Borrower  or  Guarantor,  as the case may be,  shall be
deemed in default  under this  Agreement  upon the  occurrence of any one of the
following events ("Event of Default"):

     a. Failure to make any payment of principal and interest  within 10 days of
when due under the Note;

     b. Borrower's cancellation,  termination,  alteration, or rescission of the
Authorization for Automatic Payment without the prior approval of Lender;

     c.  Borrower's  rejection of any  authorized  withdrawal,  payment or entry
permitted by the Authorization for Automatic Payment;

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                                                       LOAN & SECURITY AGREEMENT

<PAGE>





     d. Any Borrower (or Guarantor with regard to those  provisions  under which
all Loan  Parties  are  obligated)  shall fail or neglect  to  perform,  keep or
observe any of the provisions of Sections 4(g),  4(h), 4(j), 4(k), 14(t) through
14(rr) (other than Sections 14(y),  14(dd)(ii),  14(dd)(v),  14(ee),  14(ff) and
14(kk)(ii)-(iv)) or 16;

     e. Any Loan Party (or Guarantor with regard to those provisions under which
all Loan  Parties  are  obligated)  shall fail or neglect  to  perform,  keep or
observe any of the provisions of Sections 14(y), 14(dd)(ii),  14(dd)(v), 14(ee),
14(ff) or  14(kk)(ii)-(iv),  and the same shall remain  unremedied  for ten (10)
days or more; provided, however, that such ten day grace shall not be applicable
where a breach or  threatened  breach of any provision of any such section would
cause  irreparable  harm to Lender,  and Lender may  immediately  seek equitable
relief in a court of competent jurisdiction to enjoin such breach;

     f. Any Loan Party shall fail or neglect to perform,  keep or observe in any
material respect any other obligation under this Agreement or the Loan Documents
(other than the  obligations  described  in (a)-(e) of this  Section 18), or any
other written  agreement between Lender and such Loan Party, its Subsidiaries or
Affiliates,  regardless  of  whether  such  other  agreement  covers the same or
similar  maritime  vessel  or  gaming  equipment,  and  the  same  shall  remain
unremedied for thirty (30) days or more; provided, however, that such thirty day
grace shall not be applicable  where a breach or  threatened  breach of any such
obligation would cause  irreparable  harm to Lender,  and Lender may immediately
seek  equitable  relief in a court of  competent  jurisdiction  to  enjoin  such
breach;

     g. Any Borrower  shall  generally  fail to pay its debts as they become due
(except  for a delay in  paying  trade  payables,  which  delay  shall be in the
ordinary  course of such  Borrower's  business,  consistent with past practice),
shall make an  assignment  for the  benefit  of its  creditors,  shall  admit in
writing its inability to pay its debts as they become due, shall file a petition
under any chapter of the Federal  Bankruptcy  Code or any similar law,  state or
federal,  now or hereafter  existing,  shall become  "insolvent" as that term is
generally  defined under the Federal  Bankruptcy  Code, shall in any involuntary
bankruptcy  case  commenced  against it file an answer  admitting  insolvency or
inability  to pay its  debts  as they  become  due,  or shall  fail to  obtain a
dismissal  of  such  case  within  one  hundred  twenty  (120)  days  after  its
commencement or convert the case from one chapter of the Federal Bankruptcy Code
to another chapter,  or be the subject of an order for relief in such bankruptcy
case, or be adjudged a bankrupt

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




or insolvent,  or shall have a custodian,  trustee or receiver appointed for, or
have any court take  jurisdiction of its property,  or any part thereof,  in any
proceeding  for the  purpose  of  reorganization,  arrangement,  dissolution  or
liquidation, and such custodian, trustee or receiver shall not be discharged, or
such jurisdiction shall not be relinquished, vacated or stayed within sixty (60)
days of the appointment;

     h. Any  Borrower  materially  defaults  under any  mortgage,  indenture  or
instrument  under  which there may be issued or by which there may be secured or
evidenced,  any  indebtedness  of  Borrower  for money  borrowed,  whether  such
indebtedness  now exists or shall be created  hereafter,  which material default
(monetary or otherwise) is not cured within (30) days;

     i. Any Borrower shall be dissolved,  liquidated or wound up or is enjoined,
restrained, fails or is in any way prevented from maintaining its existence as a
going   concern  in  good   standing   (excepting,   however,   reorganizations,
consolidations  and/or mergers into or with, and sales to,  affiliates owned by,
owning  or  under  common  control  of or  with  Borrower  and  reorganizations,
consolidations and/or mergers resulting from the death of Frances W. Murray);

     j. Any Borrower attempts to remove,  sell,  transfer,  encumber,  part with
possession  or  sublet  any  part of the  Secured  Property  including,  without
limitation, the Vessel without the prior written consent of Lender other than in
the ordinary course of business or as otherwise provided in this Agreement;

     k.  Any  part or  equipment  of the  Secured  Property  including,  without
limitation,  the Vessel,  which is material to the  operation of any  Borrower's
business  or  the  functionality  of the  Secured  Property  including,  without
limitation, the Vessel, is lost, stolen, materially changed or destroyed, and is
not replaced by Borrower within a reasonable period of time;

     l.  Failure of any  Borrower to  maintain  the  insurance  required by this
Agreement, the Leases or the Loan Documents;

     m.  Failure  of any  Borrower  to  maintain  in full  force and  effect the
licenses,  permits and  certifications  that are required  under any  applicable
gaming laws for the operation of Borrower's business;

     n. The revocation of any gaming license of any Borrower;

     o. The denial of any gaming license of any Borrower reasonably required for
the operation of such Borrower's business;

     p. Failure of any Borrower to comply with all applicable gaming statues and
regulations;

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                                                                  PDS/PALM BEACH
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<PAGE>




     q. Any  merger,  consolidation,  sale,  change in control  of any  Borrower
(other than a change in control  resulting  from the death of Frances W. Murray)
or any  transfer of a majority  of any  Borrower's  business or assets,  without
Lender's prior written consent, such consent not to be unreasonably withheld;

     r. Any  representation or warranty herein or in any Loan Document,  written
statement,  report,  financial  statement  or  certificate  made or delivered to
Lender by or on behalf of any Loan Party is untrue or  incorrect in any material
respect as of the date when made or deemed made;

     s. Any Secured  Property with a fair market value of $100,000.00 or more is
attached,  seized,  levied upon or subjected to a writ or distress  warrant,  or
come within the repossession of any receiver, trustee, custodian or assignee for
the benefit of creditors of any Person and such  condition  continues for thirty
(30) days or more;

     t. A final  judgment  or  judgments  for the  payment of money in excess of
$100,000.00  in the aggregate at any time are  outstanding  against any Borrower
and the same are not, within thirty (30) days after entry thereof, discharged or
execution  thereof  stayed or bonded pending  appeal,  or such judgments are not
discharged prior to the expiration of any such stay; and/or

     u. Any material  provision of any Loan Document for any reason ceases to be
valid,  binding and  enforceable in accordance with its terms (or any Loan Party
shall  challenge  the  enforceability  of any Loan  Document or shall  assert in
writing,  or engage in any action or inaction based on any such assertion,  that
any provision of any of the Loan  Documents has ceased to be or otherwise is not
valid,  binding and  enforceable  in  accordance  with its  terms),  or any lien
created  under  any Loan  Document  ceases  to be a valid  and  perfected  first
priority  lien (except as otherwise  permitted  herein or therein) in any of the
Secured Property purported to be covered thereby.

19. Lender Remedies.  Borrower  acknowledges that if any Event of Default occurs
and is continuing  after the  expiration of any applicable  cure period,  Lender
may,  in  addition  to any and all rights and  remedies it may have at law or in
equity,  without notice to or demand upon any party to this Agreement and at its
sole option, terminate this Agreement and thereafter:

     a. Declare all amounts  remaining unpaid under this Agreement and the Note,
immediately due and payable and interest shall accrue on any outstanding balance
due Lender in accordance with this Agreement and the Note;

     b. Proceed by appropriate court action or other  proceeding,  either at law
or in equity to enforce performance by Borrower of any and all covenants of this
Agreement or the Note;

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                                                                  PDS/PALM BEACH
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<PAGE>




     c. Proceed by  appropriate  court action or other  proceeding  at law or in
equity to enforce  performance  by  Borrower  of any and all  covenants  of this
Agreement or the other Loan Documents,  including  foreclosure  upon and sale of
the Big Easy Vessel,  the Princess Vessel or the Royal Star Vessel in accordance
with the  respective  Mortgage,  or any other remedy  available  pursuant to the
respective Mortgages;

     d.  Proceed  immediately  to exercise  each and all of the powers,  rights,
remedies and privileges reserved or granted to Lender under this Agreement,  the
Note or any of the Loan Documents;

     e. Immediately  seek equitable relief in a court of competent  jurisdiction
to enjoin a breach of this  Agreement  where said  breach or  threatened  breach
would cause irreparable harm to Lender; and/or

     f. Exercise any other rights or remedies provided or available to Lender at
law or in equity. With respect to any exercise by Lender of its right to recover
and/or dispose of the Vessels under this Agreement,  Borrower  acknowledges  and
agrees  as  follows:  (i)  Lender  shall  have  no  obligation,  subject  to the
requirements of commercial reasonableness,  to clean-up or otherwise prepare any
Vessel  for  disposition,  (ii)  Lender may comply  with any  applicable  state,
federal,  international  or maritime law  requirements  in  connection  with any
disposition  of any Vessel and any actions taken in connection  therewith  shall
not be deemed to have adversely  affected the commercial  reasonableness  of any
disposition  of such  Vessel,  (iii) If Lender  purchases  any of the Vessels at
public or private sale,  Lender may pay for the same by crediting some or all of
Borrower's obligations under this Agreement, the Note or the Mortgages.

     No waiver by Lender, its affiliates, successors or assigns, of any default,
including, but not limited to, acceptance of late payment after the same is due,
shall  operate  as a waiver of any other  default  or of the same  default  on a
future  occasion.  In the Event of Default,  Lender shall be entitled to recover
all costs,  expenses,  losses,  damages  and legal costs  (including  reasonable
attorneys'  fees)   reasonably   incurred  by  Lender  in  connection  with  the
enforcement  of  Lender's  remedies.  All  rights  and  remedies  of Lender  are
cumulative and are in addition to any other  remedies  provided for at law or in
equity,  including the Uniform  Commercial Code, if applicable,  and may, to the
extent permitted by law, be exercised concurrently or separately.  A termination
hereunder  shall occur only upon  written  notice by Lender to  Borrower  and no
repossession  or other act by Lender after default  shall relieve  Borrower from
any of its obligations to Lender hereunder unless Lender so notifies Borrower in
writing. In the event of a

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




default  by  Borrower,  Lender  may,  at  its  option,  declare  this  Agreement
terminated without further liability or obligation to Borrower.

20. Requisition or Seizure or Forfeiture. Requisition of the use or title of the
Vessel,  seizure or forfeiture by any government or governmental  authority on a
bareboat,  time or voyage charter basis, during the Term even though at the time
of such requisition the Borrower shall have been deprived of, or limited in, the
use of the Vessel to any extent and for any duration,  for whatever cause, shall
not  terminate or extend this  Agreement.  The Borrower  shall  continue to make
payment   pursuant  to  the  terms  of  this  Agreement  and  the  Note  without
interruption  or  abatement  and shall remain  liable for all other  obligations
under this  Agreement and the Note.  The foregoing  provisions  shall be without
prejudice to the rights of the Lender and the Borrower  against other parties in
respect of any such charges or expenses.

21.  Inspection  by Lender.  The  Lender or its  authorized  representative  may
inspect  each  Vessel  at any  time  during  the  Term  of this  Agreement  upon
reasonable  notice to the Borrower and provided such  inspection  does not delay
such Vessel's employment.

22. Assignment of Loan Agreement.  Borrower  acknowledges and agrees that Lender
may sell, assign,  mortgage, or otherwise transfer its interest hereunder and/or
in each of the Loan Documents, or any of the Secured Property, including without
limitation, the Big Easy Vessel, the Princess Vessel or the Royal Star Vessel to
others  ("Assignees")  without any consent of  Borrower,  provided  however that
Borrower  shall be promptly  notified of any  assignment  and that each Assignee
shall expressly take assignment subject to this Agreement and agree to recognize
Borrower's rights under this Agreement,  including  expressly the right to quiet
enjoyment, use and possession of any of the Big Easy Vessel, the Princess Vessel
or the Royal Star Vessel so long as no Event of Default  exists under any of the
Note or this Agreement; provided further that, notwithstanding the foregoing, if
such Assignee is PDS Funding  2004-A,  LLC or any of its  successors or assigns,
such  assignment  shall be taken  subject to the terms of that  certain  Notice,
Consent and  Acknowledgment  of  Assignment or Sale of even date herewith by and
among Lender, Borrower and PDS Funding 2004-A, as amended. Accordingly, Borrower
and Lender agree that upon such assignment,  Borrower (i) shall acknowledge such
assignment  in writing by  executing  a Notice,  Consent and  Acknowledgment  of
Assignment  furnished  by Lender;  (ii) shall  promptly  pay all  principal  and
interest   due   under  the  Note   when  due  to  the   designated   Assignees,
notwithstanding  any  defense,  setoff,  abatement,   recoupment,  reduction  or
counterclaim  whatsoever that Borrower may have against Lender;  (iii) shall not
permit this Agreement, the Note,

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                                                                  PDS/PALM BEACH
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<PAGE>




the Mortgages, any other Loan Document or any other documents between Lender and
Borrower so assigned to be amended or the terms thereof waived without the prior
written  consent of the  Assignees;  (iv) shall not  require  the  Assignees  to
perform any obligations of Lender under this Agreement, the Note, the Mortgages,
any other Loan Document or any other  documents  between  Lender and Borrower so
assigned;  (v) shall not terminate or attempt to terminate this  Agreement,  the
Note,  the  Mortgages,  any other Loan Document or any other  documents  between
Lender and Borrower so assigned on account of any default by Lender,  so long as
such default does not result in the denial of Borrower's  quiet  enjoyment,  use
and possession of any of the Vessels;  and (vi)  acknowledges  that any Assignee
may  reassign  its  rights  and  interest  with the same force and effect as the
assignment described herein. Borrower shall not assign this Agreement,  the Note
or any other  Loan  Documents  or  assign  its  rights  in or sublet  any of the
Vessels,  or any interest  therein,  without  Lender's and its Assignee's  prior
written consent, which consent shall not be unreasonably withheld.

23.  Termination  Rights.   Notwithstanding  anything  contained  in  this  Loan
Agreement to the contrary,  the  obligations  of the parties to  consummate  the
Funding may be terminated at any time prior to the Closing:

     a. by the mutual consent of the parties hereto; or

     b. by either  Lender or Borrower if the Funding  shall not have occurred on
or before July 29, 2005 (or such later date as may be mutually  agreed to by the
parties hereto) otherwise than as a result of a breach of this Loan Agreement by
the party seeking to terminate  under this Section  23(b).

24. Governing Law, Jurisdiction, Waiver of Jury Trial and Punitive Damages.

     a. The  interpretation  of this entire  agreement  shall be governed by the
laws of the State of Nevada. If any provision of this Agreement is unenforceable
under  applicable  law, such  provision  shall be void and the other  provisions
hereof shall continue in full force and effect. The parties shall use their best
efforts to resolve by agreement  any problem  which may arise as a result of any
changes  in  applicable  law  or  regulations   affecting  performance  of  this
Agreement.

     b.  The  terms  and  provisions  of this  Agreement,  the  Note,  the  Loan
Documents,  the  Guaranty  and  any  related  documents  constitute  the  entire
agreement  between the parties hereto and this Agreement shall not be amended or
supplemented,  or any term or provision  thereof waived except in writing signed
by the party or parties to be bound thereby and no promise, agreement, warranty,
or representation not set forth herein,  therein or in such written amendment or
supplement  shall be of any force or effect.  In the event that any provision of
this Agreement

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                                                                  PDS/PALM BEACH
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<PAGE>




conflicts  with the  provisions of the Note dated of even date herewith  between
Lender and Borrower, the terms of this Agreement shall govern.

     c. Each of the parties  irrevocably and unconditionally (i) agrees that any
legal suit,  action or  proceeding  brought by a party hereto  arising out of or
based upon this  Agreement  shall  exclusively  be brought in the United  States
District Court for the District of Nevada  ("District of Nevada"),  (ii) waives,
to the fullest extent it may effectively do so, any objection with it may now or
hereafter  have to the  laying of venue of any such  proceeding  brought  in the
District of Nevada,  and any claim that any such action or proceeding brought in
the District of Nevada has been brought in an inconvenient  forum, (iii) submits
to the exclusive  jurisdiction of the District of Nevada in any suit,  action or
proceeding,  and (iv) agrees that the losing  party shall pay to the  prevailing
party the attorneys' fees and expenses  incurred by the prevailing party in such
action.  If for any reason the  District  of Nevada  lacks  jurisdiction  over a
matter arising out of or based upon this  Agreement,  the District Court for the
State of Nevada in Clark County,  Nevada  ("Nevada State Court") shall then have
exclusive  jurisdiction  and all other provisions of this paragraph shall remain
valid and enforceable in such court.

     d. Each of the parties agrees and  acknowledges  that any controversy  that
may arise under this  Agreement,  whether  filed in the District of Nevada,  the
Nevada State Court or otherwise,  is likely to involve complicated and difficult
issues,  and therefore each such party hereby  irrevocably  and  unconditionally
waives  any  right  such  party  may have to a trial by jury in  respect  of any
litigation  directly or indirectly arising out of or relating to this Agreement,
or the breach, termination or validity of this Agreement.

     e. Each of the parties hereby  irrevocably and  unconditionally  waives any
right it may have to claim and  receive an award for  punitive  damages  for any
claim arising out of or relating to this Agreement,  or the breach,  termination
or validity of this Agreement.

25. Log Books.  Borrower's  crew shall  maintain  full and complete  logs and at
Lender's request, Borrower shall furnish to Lender true copies of said logs.

26. Trading Limits.  During the Term of this  Agreement,  the parties agree that
the Vessel shall have a trading limit of inland,  tributary,  coastal and nearby
adjacent  waters of the United  States  (and,  in the case of  drydocking  only,
Bahamas; Gulf of Mexico; and Caribbean),  unless otherwise agreed upon by Lender
prior to any extension of such trading limit.  In the event a Contingent  Event,
as defined herein, has occurred or is continuously occurring, such trading limit
may be extended  with  respect to the Royal Star  Vessel only to foreign  ports;
provided, however,

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                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




Borrower  shall provide for the  assignment  of the  respective  port,  berth or
docking  agreements to Lender, in a manner approved by Lender.  Borrower further
agrees to cooperate with Lender and execute any documents  reasonably  necessary
to protect or maintain Lender's mortgage or security interest in either Vessel.

27.  Release of  Mortgages.  Provided  no Event of Default has  occurred  and is
continuing  under this  Agreement and Borrower has paid to Lender the prepayment
described  in Section  4(f) with  respect to the Royal Star  Vessel,  including,
without limitation,  any applicable  prepayment penalties or fees, Lender agrees
to release the Royal Star  Mortgage  imposing a  preferred  lien upon such Royal
Star Vessel.

28.  Business  Policy  Provisions.  Borrower  agrees to comply with all laws and
lawful regulations, including any gaming laws, regulations, licenses or permits,
applicable to any  activities  carried out in the name of or  representative  of
Borrower under this Agreement.  Borrower  agrees that all financial  settlements
and reports  rendered to Lender under this  Agreement  will,  to the best of its
knowledge  and  belief,  reflect  properly  the facts about all  activities  and
transactions  handled for the account of Borrower  which data may be relied upon
as being  complete and accurate in any further  recording and reporting  made by
Lender for whatever  purpose.  Borrower  agrees to notify  Lender  promptly upon
discovery of any instances  where the Borrower  fails to comply with  provisions
above.

29. Privileged Licenses.  Borrower acknowledges that Lender, its parent company,
Subsidiaries  and  affiliates,  are businesses that are or may be subject to and
exist because of privileged  licenses  issued by  governmental  authorities.  If
requested  to  do  so  by  Lender,  Borrower,  and  its  agents,  employees  and
subcontractors,  shall obtain any license, qualification,  clearance or the like
which shall be reasonably  requested or required of any of them by Lender or any
regulatory  authority  having  jurisdiction  over Lender or any parent  company,
subsidiary or affiliate of Lender.  If Borrower,  or its agents,  employees,  or
subcontractors,  fails to satisfy  such  requirement  or if Lender or any parent
company,  subsidiary  or affiliate of Lender is directed to cease  business with
Borrower or its agents, employees or subcontractors by any such authority, or if
Lender shall in good faith determine,  in Lender's sole and exclusive  judgment,
that   Borrower,   or  any  of  its  agents,   employees,   subcontractors,   or
representatives (i) is or might be engaged in, or is about to be engaged in, any
activity or activities,  or (ii) was or is involved in any relationship,  either
of which could or does jeopardize  Lender's business or such licenses,  or those
of a  parent  company,  subsidiary  or  affiliate,  or if any  such  license  is
threatened to be, or is, denied, curtailed, suspended or revoked, this Agreement
may be immediately  terminated by Lender without further  liability to Borrower.
Borrower further  acknowledges its understanding that it is illegal for a denied
gaming license applicant or a revoked gaming licensee, or a business

                                       49
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




entity  under  such a  Person's  control,  to enter or  attempt  to enter into a
contract with Lender, its parent company, Subsidiaries or any affiliate, without
the prior approval of the Nevada Gaming  Commission or other  applicable  gaming
authorities.  Borrower  affirms  that it is not such a Person and that it is not
under the control of such a Person; and agrees that this Agreement is subject to
immediate  termination  by Lender,  without  further  liability  to  Borrower if
Borrower is or becomes such a Person or is under the control of such a person.

30. Notices.  Any written notice required or authorized to be given hereunder by
either party to the other may be given by postage prepaid letter or by telegram,
cable, telex, facsimile or other similar means,

         TO THE LENDER:
         6280 Annie Oakley Drive
         Las Vegas, Nevada 89120
         Telefax Number:  702-740-8696
         Telephone Number:  702-736-0700
         Attention:  Johan P. Finley

         TO THE BORROWER:
         One East 11th Street, Suite 500
         Riviera Beach, Florida 33404
         Telefax Number: (561) 273-4314
         Telephone Number: (561) 227-2611
         Attention:  Jerry Winters

or to such other  address or  addresses as may from time to time be specified by
either party to the other in writing.

31. Miscellaneous.

     a. This Agreement  shall not be modified or amended except by an instrument
in writing signed by or on behalf of the parties hereto.

     b. This  Agreement  shall be binding  upon and inure to the  benefit of the
parties  and  their  respective,   permitted   successors,   heirs,   executors,
administrators, assigns, and all Persons claiming by, through or under them.

     c. Neither  party shall violate any law or  regulation  including,  without
limitation,  any gaming law or  regulation  or to engage in any act or  omission
which tends to bring discredit upon the gaming industry or otherwise jeopardizes
the other party's ability to engage in business with businesses  licensed by any
applicable regulatory authorities.  Each party shall use its good faith judgment
in determining whether any such violation, act or omission of the other party or
its directors,  officers or managers,  if any,  places such party's  business or
licenses at risk.

                                       50
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     Borrower acknowledges that Lender, its Subsidiaries and affiliates,  have a
positive  reputation in the finance and gaming  industry and that Lender and its
Subsidiaries  and  affiliates are subject to regulation and licensing and desire
to maintain their reputation and receive positive publicity.  Borrower therefore
agrees that  throughout the Term,  Borrower's  directors,  officers and managers
will not conduct  themselves in any manner that materially  adversely affects or
is detrimental to, Lender, its Subsidiaries or affiliates, and will not directly
or indirectly make any oral,  written or recorded private or public statement or
comment  that  is   disparaging,   critical  or  defamatory  of  Lender  or  its
Subsidiaries or affiliates.

     d.  Lender  and  Borrower  and their  respective  employees  shall keep all
statistical,  financial,  confidential, and/or personal data with respect to the
other  party  requested,  received,  developed,  stored  or  viewed by Lender or
Borrower in connection with this Agreement in the strictest  confidence.  Lender
and Borrower agree not to divulge to third parties,  without the written consent
of the other party, any such information unless: (i) the information is known to
the disclosing  party prior to obtaining the same;  (ii) the  information is, at
the time of disclosure by the disclosing party, then in the public domain; (iii)
the  information is obtained by the disclosing  party from a third party who did
not receive same,  directly or indirectly from the disclosing  party and who has
no obligation of secrecy with respect  thereto;  or (iv) the disclosing party is
obligated to divulge the information to a governmental  or regulatory  authority
having  competent  jurisdiction  over  the  disclosing  party  or its  business,
provided that in such event the  disclosing  party shall provide the other party
with prior written notice and upon the non-disclosing  party's request cooperate
with such party to prevent such disclosure.

     e. This Agreement may be executed in as many  counterparts as may be deemed
necessary  and  convenient,  and by the  different  parties  hereto on  separate
counterparts, each of which, when so executed or otherwise authenticated,  shall
be deemed to be an original, but all such counterparts together shall constitute
but one and the same document.

     f. The parties  further  covenant and agree to do, execute and deliver,  or
cause to be done,  executed and  delivered,  and covenant and agree to use their
best efforts to cause their  successors  and assigns to do, execute and deliver,
or cause to be done,  executed and delivered,  all such further acts,  transfers
and  assurances,  for  implementing  the  intention  of the  parties  under this
Agreement, as the parties reasonably shall request. The parties agree to execute
any additional  instruments  or agreements  necessary to carry out the intent of
this Agreement.

                                       51
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     g. Each party shall obtain and maintain on an active and current basis, all
licenses,  permits,  registrations,  approvals  and  other  authority  as may be
required from any applicable  federal,  state,  tribal and local governments and
agencies having jurisdiction over the subject matter of this Agreement.

     h. If more than one Borrower is named in this  Agreement  the  liability of
each  shall be joint and  several.  Lender  may bring and  prosecute  a separate
action  against  separate,  individual  Borrowers  to  enforce  any  one or more
Borrowers' liability hereunder, whether or not any action is brought against any
other  Borrower or any other person and whether or not any Borrower or any other
person is joined in such action or actions.  Nothing shall prohibit  Lender from
exercising  its  rights  against  any  separate  Borrower  and any other  person
simultaneously,  jointly and/or severally.  Each Borrower shall be bound by each
and every ruling,  order and judgment obtained by Lender against any Borrower in
respect  of the  obligations,  whether  or not such  Borrower  is a party to the
action or  proceeding  in which  such  ruling,  order or  judgment  is issued or
rendered.

     i. Neither this  Agreement  nor the Note shall create any joint  venture or
partnership  between the  parties.  Nothing  contained in this  Agreement  shall
confer upon either party any proprietary  interest in, or subject a party to any
liability  for or in  respect  of  the  business,  assets,  profits,  losses  or
obligations of the other. Nothing herein contained shall be read or construed so
as to make the parties a  partnership,  nor shall anything  contained  herein be
read or  construed in any way to restrict the freedom of either party to conduct
any  business or activity  whatsoever  without any  accountability  to the other
party. Neither party shall be considered to be an agent or representative of the
other  party  or  have  any  authority  or  power  to act for or  undertake  any
obligation  on behalf of the other party except as expressly  authorized  by the
other party in writing. Any such unauthorized  representation or action shall be
considered a breach of this Agreement.

     j. The monies owed by Borrower  herein shall be paid in full when due under
the terms of this  Agreement  and the Note without right of setoff of any monies
owed by Lender to Borrower under any other agreement or for any other purpose.

     k. Each term,  covenant,  condition or provision of this Agreement shall be
viewed as separate and distinct,  and in the event that any such term, covenant,
condition or provision shall be held by a court of competent  jurisdiction to be
invalid, the remaining provisions shall continue in full force and effect.

                                      52
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     l.  Borrower  understands  and  acknowledges  that prior to  Closing,  this
Agreement, at Lender's discretion, may be subject to Borrower and its principals
completing  and  submitting to Lender a due diligence  compliance  questionnaire
(including  an  Authorization  for the Release of  Information)  and being found
suitable by Lender's Compliance  Committee.  Notwithstanding any other provision
in this Agreement to the contrary,  Lender may terminate this Agreement  without
further  obligation  or  liability  to Borrower  if, in the judgment of Lender's
Compliance  Committee,  the  relationship  with Borrower or its principals could
subject Lender to  disciplinary  action or cause Lender to lose or become unable
to obtain or reinstate any federal,  state and/or foreign registration,  license
or approval  material to Lender's  business or the business of any subsidiary of
Lender.

     m. The failure of any party to insist,  in any one or more instances,  upon
performance  of any of the  provisions of this  Agreement,  the Note or the Loan
Documents or to take advantage of any of its rights  hereunder shall not operate
as a waiver  thereof or preclude  any other or further  exercise  thereof or the
exercise of any other right or power. Accordingly, the acceptance of any payment
by Lender  after it is due  shall not be deemed to be a waiver of any  breach by
Borrower  of its  obligations  under  this  Agreement,  the  Note  or  any  Loan
Documents.

     n. This  Agreement  may be  executed in one or more  counterparts,  each of
which when take together, shall constitute one instrument.


                                       53
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.

LENDER:

PDS GAMING CORPORATION
By:__________________________________
Name:________________________________
Its:_________________________________


                              SIGNATURE PAGE 1 OF 3
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>




BORROWER:

ROYAL STAR ENTERTAINMENT, LLC,
a Delaware limited liability company

By:__________________________________
Name:________________________________
Its:_________________________________

ITG VEGAS, INC.,                            ITG PALM BEACH, LLC,
a Nevada corporation                        a Delaware limited liability company
By:__________________________________       By:_________________________________
Name:________________________________       Name:_______________________________
Its:_________________________________       Its:________________________________

CRUISE HOLDINGS I, LLC,                     CRUISE HOLDINGS II, LLC,
a Nevada limited liability company          a Nevada limited liability company
By:__________________________________       By:_________________________________
Name:________________________________       Name:_______________________________
Its:_________________________________       Its:________________________________

RIVIERA BEACH ENTERTAINMENT, LLC,
a Delaware limited liability company
By:__________________________________
Name:________________________________
Its:_________________________________


                              SIGNATURE PAGE 2 OF 3
                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>



GUARANTOR:

INTERNATIONAL THOROUGHBRED BREEDERS, INC.,      PALM BEACH MARITIME CORPORATION,
a Delaware corporation                          a Delaware corporation
By:__________________________________           By:_____________________________
Name:________________________________           Name:___________________________
Its:_________________________________           Its:____________________________



INTERNATIONAL THOROUGHBRED GAMING               PALM BEACH EMPRESS, INC.,
DEVELOPMENT CORPORATION,                        a Delaware corporation
a New Jersey corporation
By:__________________________________           By:_____________________________
Name:________________________________           Name:___________________________
Its:_________________________________           Its:____________________________




                              SIGNATURE PAGE 3 OF 3

                                                                  PDS/PALM BEACH
                                                       LOAN & SECURITY AGREEMENT

<PAGE>