Exhibit 10.26

                                                           Loan No. 1203-P-01-01



                               GUARANTY AGREEMENT



     This  Guaranty   Agreement  (this   "Guaranty"),   made  by   INTERNATIONAL
THOROUGHBRED  BREEDERS,  INC.,  a Delaware  corporation  ("ITB"),  INTERNATIONAL
THOROUGHBRED GAMING DEVELOPMENT CORPORATION,  a New Jersey corporation ("ITGD"),
both whose address for purposes hereof is 1105 North Market Street,  Wilmington,
Delaware 19899, PALM BEACH EMPRESS,  INC., a Delaware  corporation  ("PBE"), and
PALM BEACH MARITIME  CORPORATION,  a Delaware  corporation  ("PBM"),  both whose
address for purposes hereof is One East 11th Street,  Suite 500,  Riviera Beach,
Florida 33404,  jointly and severally  (ITB,  ITGD, PBE and PBM are  hereinafter
individually and collectively referred to as, the "Guarantor"),  in favor of PDS
GAMING  CORPORATION,  a  Minnesota  corporation  ("Lender"),  whose  address for
purposes hereof is 6280 Annie Oakley Drive,  Las Vegas,  Nevada  89120-3910,  is
dated and shall be effective as of June ___, 2005.

                                 R E C I T A L S

     A.  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  (Cruise  I,  Cruise  II,  RSE,  RBE,  ITGV and ITGPB are  hereinafter
individually  and  collectively  referred to as, the  "Borrower"),  each with an
office and place of business at One East 11th Street,  Suite 500, Riviera Beach,
Florida 33404, and Guarantor, as guarantor, are parties to that certain Loan and
Security  Agreement of even date herewith  ("Loan  Agreement"),  wherein  Lender
agrees to make and Borrower  accepts a loan in the original  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").

     B. As evidence of the Loan, Borrower has delivered,  as maker, that certain
Promissory Note of even date herewith for the benefit of Lender in the principal
amount of  Twenty-Nine  Million Three Hundred  Thirteen  Thousand  Eight Hundred
Eighty Eight Dollars and Ninety Six Cents (US$29,313,888.96) ("Note").

     C. As security for the loan,  Borrower  has (i)  granted,  pursuant to that
certain Pledge Agreement of even date herewith  (hereinafter referred to as, the
"Security Agreement") a security interest in the Collateral (as defined therein)
to and for the benefit of Lender,  (ii)  granted,  as  mortgagor,  those certain
Preferred Mortgages  (hereinafter  individually and collectively referred to as,
the  "Mortgage")  to and for the  benefit  of Lender  with  respect  to (a) that
certain  Maritime  Vessel named the Royal Star (St.  Vincent and the  Grenadines
Official Number 6695, IMO Number 8409056) (b) that certain Maritime Vessel named
the Big Easy (United States  Official No. 998517) and (c) that certain  Maritime
Vessel named the Palm Beach Princess (Panama  Reglamentary  Patent of Navigation
number  14348-84-E and IMO No.  8402937),  each including  general  improvements
(hereinafter  collectively  referred to as, the  "Vessels"),  and (iii) granted,
pursuant to that certain Deposit Account Control Agreement of even date herewith
("Control  Agreement"),  control of the Accounts (as defined therein) to Lender,
(iv) granted  pursuant to that certain  Pledge  Agreement of even date  herewith
made by ITB in respect of that certain Promissory Note, dated November 29, 2000,
made  by  Raelen-Turnberry/Cherry  Hill,  LLC in  favor  of  GSRT,  LLC,  in the
principal  amount of Ten Million and  No/100ths  Dollars  ($10,000,000.00)  (the
"Turnberry  Pledge"),  and (v) granted pursuant to that certain Pledge Agreement
of even date herewith made by ITGV in respect of that certain  Promissory  Note,
dated May 1, 2002,  made by OC Realty,  LLC in favor of ITGV,  in the  principal
amount of Two Million Twenty-One  Thousand One Hundred Seventy-Six and 90/100ths
Dollars  (US$2,021,176.90) (the "OC Pledge") (the Loan Agreement,  the Note, the
Security Agreement,  the Mortgage,  the Control Agreement,  the Turnberry Pledge
and the OC  Pledge  are  hereinafter  collectively  referred  to as,  the  "Loan
Documents").

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     D. In  consideration of and as a condition and inducement to Lender to make
the Loan to Borrower and enter into the Loan Documents, Lender has required that
Guarantor  execute and deliver to Lender a guaranty of the Loan Documents in the
form of this Guaranty.

     E.  Capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Loan Documents,  and Guarantor  acknowledges  that it fully
understands  the terms,  provisions,  covenants,  conditions and  obligations of
Borrower under the Loan Documents.

     NOW,  THEREFORE,  incorporating  the above  Recitals by  reference,  and in
consideration  of, and as an  inducement  for,  the  execution  and  delivery to
Borrower  of the Loan  Documents  by  Lender,  and for other  good and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged and
agreed, Guarantor hereby agrees as follows:

     1. Obligations Guaranteed.

          1.1  Obligations.  Guarantor  hereby  absolutely  and  unconditionally
guarantees,  without deduction by reason of setoff, defenses or counterclaim, to
Lender and its legal representatives,  successors and assigns, and independently
assumes liability to Lender and its representatives, successors and, without any
requirement whatsoever of resort by Lender to any other party for the payment of
all  principal  and interest,  other  charges,  premiums or fees and any and all
other   payments,   costs   or   expenses   (including   but  not   limited   to
indemnifications,  interest charges and attorneys'  fees),  however  designated,
required to be paid by Borrower  pursuant to the terms of the Loan  Documents so
long as any such amounts referred to in this clause remain outstanding under the
Loan Documents (collectively,  the payment and performance obligations set forth
above are hereafter called the "Obligations").

          1.2  Default.  Upon any  default or breach by  Borrower  of any of its
duties or obligations under the Loan Documents, Lender may, but need not, at its
sole option,  proceed directly against  Guarantor,  without  proceeding  against
Borrower or any other  person or entity (as used  herein,  the phrase "any other
person  or  entity"  includes  without  limitation  any other  guarantor  of the
Obligations) and without  foreclosing upon, selling or otherwise disposing of or
collecting or applying any collateral or other property, real or personal, which
Borrower  may have  theretofore  delivered to Lender as security for the payment
and performance of the Obligations. Guarantor hereby waives the right to require
Lender to proceed against  Borrower or any other person or entity,  or to pursue
any other  remedy,  and  Guarantor  further  waives  the right to have any other
property  of  Borrower  or any  other  person  or entity  first  applied  to the
discharge of any of the Obligations.

     2. Nature of Guarantor's Liability; No Exoneration or Subrogation Until All
Obligations Fully Satisfied.

          2.1 Guaranty Unconditional.  The guaranty by Guarantor provided for in
this  Guaranty  is  an  absolute  and  unconditional  guaranty  of  payment  and
performance, and is not a guaranty of collection,  regardless of (i) the absence
of any action to enforce  the same by Lender,  or (ii)  Lender's  obtaining  any
judgment against Borrower or taking any action to enforce same. The liability of
Guarantor under this Guaranty is independent of the obligations which are hereby
guaranteed and of the liabilities of any other guarantors of the Obligations.

          2.2  Waiver  of  Formalities.   Guarantor   hereby  fully  waives  all
requirements, if any, of notice, demand for payment, diligence, filing of claims
with a court in the event of the  bankruptcy of Borrower,  and all other notices
of every kind or nature  (including  those of any action or inaction on the part
of Borrower or Lender or anyone else) in respect of the Obligations.

          2.3  Guarantor's  Consent.  Guarantor  hereby  consents  to,  and  the
liability of Guarantor  under this Guaranty  shall in no way be affected by, the
following:

               (a)  any  and  all  future  changes,  modifications,  amendments,
alterations,  renewals,  extensions or assignments to or of the Loan  Documents,
including without limitation, any increases, reductions or


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cancellations  which may hereafter be made to, of or under the Loan Documents or
of any of the Obligations (collectively, the "Modifications");

               (b)   any   and  all   alterations,   impairments,   suspensions,
terminations and expirations (including,  without limitation,  all such as might
result  from  the  Modifications  or from any  action  or  inaction  of the type
described  in paragraph  (c) below) of the remedies or rights of Lender  against
Borrower or any other person in respect of any of the Obligations; and

               (c)  any  and all  action  or  inaction  on the  part  of  Lender
(including, without limitation,  election of remedies, amendment,  substitution,
surrender, release, forfeiture,  enforcement,  foreclosure and sale, under power
of sale or otherwise),  in its sole and unfettered discretion, in respect of any
security (or any part thereof) now held or hereafter acquired by Lender securing
the performance of the Obligations.

     The  foregoing  consent by  Guarantor  is  knowingly  given even though any
rights  or  defenses  which   Guarantor  may  otherwise  have,  by  subrogation,
reimbursement,  indemnification or otherwise, against Borrower, Lender or others
may be  diminished,  destroyed  or  otherwise  adversely  affected  by any  such
alteration,  action  or  inaction,  all to the end that  Guarantor  shall not be
exonerated,  released  or  discharged  from  its  absolute,   unconditional  and
independent   liability   hereunder  by  any  such   alteration,   Modification,
impairment, suspension, termination, expiration, action or inaction.

          2.4 Further  Waivers.  Guarantor waives any right pursuant to any law,
rule,  arrangement  or  relationship  now or hereafter  existing,  to require or
compel  Lender to (a)  proceed  against  Borrower  or any other  guarantor;  (b)
proceed  against or exhaust any  security  for the  Obligations;  (c) pursue any
other remedy in Lender's  power  whatsoever;  and failure of Lender to do any of
the  foregoing  shall not  exonerate,  release or discharge  Guarantor  from its
absolute, unconditional and independent liability to Lender hereunder, or (d) in
the event that any property of Guarantor is or may be hypothecated with property
of Borrower as security  for any of the  Obligations,  to have such  property of
Borrower first applied to the discharge of such Obligations.

          2.5 Separate Action.  Lender may bring and prosecute a separate action
against Guarantor to enforce Guarantor's liability hereunder, whether or not any
action is brought against  Borrower or any other person or entity and whether or
not  Borrower or any other person or entity is joined in such action or actions.
Nothing shall prohibit  Lender from  exercising  its rights  against  Guarantor,
Borrower,  the security,  if any, for the  Obligations,  and any other person or
entity  simultaneously,  jointly and/or  severally.  Guarantor shall be bound by
each and every ruling, order and judgment obtained by Lender against Borrower in
respect of the Obligations, whether or not Guarantor is a party to the action or
proceeding in which such ruling, order or judgment is issued or rendered.

          2.6 No  Exoneration.  Guarantor  shall not be discharged,  released or
exonerated,  in any  way,  from  its  absolute,  unconditional  and  independent
liability hereunder, even though any rights or defenses which Guarantor may have
against  Borrower,  Lender or others may be  destroyed,  diminished or otherwise
affected by any of the following:

     a)  Any  declaration  by  Lender  of a  default  in  respect  of any of the
Obligations.

     b) The exercise by Lender of any rights or remedies against Borrower or any
other person or entity.

     c) The  failure  of Lender to  exercise  any  rights  or  remedies  against
Borrower  or any  other  person or  entity.

     d) The sale or  enforcement  of,  or  realization  upon  (through  judicial
foreclosure,  seizure, power of sale or any other means) any security for any of
the  Obligations,  even though (i)  recourse may not  thereafter  be had against
Borrower for any  deficiency  or (ii) Lender  fails to pursue any such  recourse
which  might  otherwise  be  available,  whether by way of  deficiency  judgment
following judicial foreclosure or otherwise.

          2.7 No Subrogation.  Until all the Obligations  have been performed in
full, Guarantor shall have no right to subrogation, and Guarantor waives (a) any
right pursuant to any law, rule,  arrangement or  relationship  now or hereafter


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existing,  or  otherwise,  to  enforce  any remedy  which  Lender now has or may
hereafter  have  against  Borrower  and (b) any  benefit  of,  and any  right to
participate in, any security now or hereafter held by Lender.

          2.8 No  Discharge.  Guarantor  shall not be  discharged,  released  or
exonerated,  in any  way,  from  its  absolute,  unconditional  and  independent
liability hereunder by the voluntary or involuntary participation by Borrower in
any settlement or composition for the benefit of Borrower's creditors, either in
liquidation, readjustment, receivership, bankruptcy or otherwise.

          2.9 Bankruptcy.  Guarantor understands and acknowledges that by virtue
of this Guaranty,  it has specifically assumed any and all risks of a bankruptcy
or reorganization case or proceeding with respect to Borrower. As an example and
not by way of limitation, a subsequent modification of the Loan Documents in any
reorganization  case  concerning  Borrower  shall not affect the  obligation  of
Guarantor to discharge the  Obligations in accordance with the original terms of
the Loan Documents.

          2.10 No Marshalling; Reinstatement. Guarantor consents and agrees that
neither  Lender nor any person or entity acting for or on behalf of Lender shall
be under any  obligation to marshall any assets in favor of Guarantor or against
or in payment of any or all of the Obligations.  Guarantor  further agrees that,
to the extent  that  Borrower or any other  guarantor  of all or any part of the
Obligations  makes a payment or  payments  to  Lender,  or Lender  receives  any
proceeds of any security granted in respect of the Obligations, which payment or
payments  or any part  thereof  are  subsequently  invalidated,  declared  to be
fraudulent or preferential, set aside and/or required to be repaid to any person
or entity,  Guarantor,  such other  guarantor or any other person or entity,  or
their respective  estates,  trustees,  receivers or any other party,  including,
without  limitation,  the Guarantor,  under any bankruptcy law, state or federal
law,  common law or  equitable  cause,  then,  to the extent of such  payment or
repayment,  the part of the Obligations that had been paid, reduced or satisfied
by such amount shall be reinstated  and continued in full force and effect as of
the time immediately preceding such initial payment, reduction or satisfaction.

     3. Subordination of Guarantor's Claims. Any indebtedness of Borrower now or
hereafter held by Guarantor is hereby subordinated to the Obligations;  and such
indebtedness of Borrower to Guarantor,  if any material default occurs under any
of the Obligations  and Lender so requests from and after the material  default,
shall be collected, enforced and received by Guarantor as trustee for Lender and
be paid over to Lender on account of the  Obligations  but  without  reducing or
affecting in any manner the absolute, unconditional and independent liability of
Guarantor under this Guaranty.

     4. Costs of Enforcement. Guarantor shall reimburse Lender for all costs and
expenses,  including,  without  limitation,  all attorneys'  fees whether or not
legal  action  be  instituted,  incurred  or paid by Lender  in  enforcing  this
Guaranty.

     5.  Benefit.  This Guaranty may be assigned or  transferred  in whole or in
part by Lender in  connection  with,  and the  benefit  of this  Guaranty  shall
automatically pass with, a transfer or assignment of the Note and the other Loan
Documents, other than at foreclosure or otherwise as a result of the exercise of
any right or  remedy,  to any  subsequent  owner  thereof,  if the  assignee  or
transferee is a permitted  assignee under the Loan Documents.  All references to
Lender herein shall be deemed to include any such successors or assignees or any
subsequent  holders of the Note or any of them.  This  Guaranty is also made for
the  benefit of any person  claiming  by,  through  or under  Lender,  including
without limitation PDS Funding 2004-A, LLC.

     6.  Notices.  All  notices  and other  communications,  demands or payments
required or permitted under this Guaranty shall be in writing, served personally
on, or mailed by certified or registered  United States mail to, the party to be
charged with receipt thereof. Notices and other communications given by personal
service shall be deemed given upon receipt and if served by mail shall be deemed
given  hereunder  seventy-two  (72)  hours  after  deposit  of  such  notice  or
communication  in a United  States post office as certified or  registered  mail
with  postage  prepaid  and duly  addressed  to the party to whom such notice or
communication  is to be given,  to the applicable  address set forth above.  Any
party may change its  address for  purposes  of this  Section 6 by giving to the
party intended to be bound thereby,  in the manner  provided  hereon,  a written
notice of such change.

     7.  Successors.  All of the terms and  provisions of this Guaranty shall be
binding upon, and inure to the benefit of, and be enforceable by, the respective
heirs, representatives, successors and assigns of the parties

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hereto, whether so expressed or not. Nothing contained in this Guaranty shall be
deemed  to in any way  alter or modify  the  terms  and  conditions  of the Loan
Documents.

     8. Entire  Agreement.  This  Guaranty  embodies  the entire  agreement  and
understanding between the parties hereto and supersedes all prior agreements and
understandings related to the subject matter hereof.

     9. Headings. The headings in this Guaranty are for the purpose of reference
only and shall not limit or otherwise affect the terms or provisions hereof.

     10. Changes,  Waivers, Etc. Neither this Guaranty nor any term or provision
hereof may be changed, waived,  discharged or terminated except by an instrument
in writing  executed  by the party  against  which  enforcement  of the  change,
waiver, discharge or termination is sought.

     11.  Disclosure.  Guarantor  assumes  full  responsibility  for  being  and
remaining  informed  of the  financial  condition  of  Borrower  and  all  other
circumstances  bearing upon the risk of nonpayment or  nonperformance  of any of
the  Obligations,  and  Lender  shall  have  no  duty  to  advise  Guarantor  of
information known to Lender regarding such condition or any such circumstances.

     12.  Governing Law. The  substantive  and  procedural  laws of the State of
Nevada  without  reference to its conflict of laws  provisions  shall govern the
validity,  construction,  interpretation,  performance  and  enforcement of this
Guaranty  and the parties  agree to  jurisdiction  in Nevada  regardless  of the
location of the Vessels.  The parties  also hereby agree that any action  and/or
proceeding in connection  with this Guaranty  shall only be brought in the venue
of Clark County, Nevada.

                         [SIGNATURES ON FOLLOWING PAGE]


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     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed as of
the day and year first above written.


         "GUARANTOR"


         INTERNATIONAL THOROUGHBRED BREEDERS, INC., a Delaware corporation


         By:_______________________________
         Name:____________________________
         Title:_______________________________


         PALM BEACH MARITIME CORPORATION, a Delaware corporation


         By:_______________________________
         Name:____________________________
         Title:_______________________________

         PALM BEACH EMPRESS, INC., a Delaware corporation


         By:_______________________________
         Name:____________________________
         Title:_______________________________

         INTERNATIONAL THOROUGHBRED GAMING DEVELOPMENT CORPORATION,
         a New Jersey corporation


         By:_______________________________
         Name:____________________________
         Title:_______________________________





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