Exhibit 10.15


                               STOCK PUT AGREEMENT


     THIS AGREEMENT made as of this 15th day of October,  2003 between DONALD F.
CONWAY,  THE CHAPTER 11 TRUSTEE FOR THE  BANKRUPTCY  ESTATE OF ROBERT E. BRENNAN
(the "Seller"),  maintaining an office at Druker, Rahl & Fein, 3625 Quakerbridge
Road, Hamilton, New Jersey 08619, and INTERNATIONAL THOROUGHBRED BREEDERS, INC.,
a  Delaware  corporation  ("Purchaser"  or "ITB")  maintaining  an office at 211
Beningo Boulevard, Bellmawr, New Jersey 08031.

                                   Background

     A. On August 7, 1995,  Robert E. Brennan (the "Brennan")  filed a voluntary
petition for relief under  Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of New
Jersey, Case No. 95-35502(KCF).  Seller is the duly appointed Chapter 11 Trustee
of the Brennan bankruptcy estate.

     B. ITB is the corporate grandparent of ITG Vegas, Inc. ("ITG"). ITB derives
substantially  all of its  revenue  through  ITG's  operation  of the Palm Beach
Princess,  f/k/a The Viking Princess,  Patente of Navigation No.  14348-84-84-D,
Radio Call Signal  3FNQ2,  an  ocean-faring  casino  cruise ship,  registered in
Panama (the "Ship"). ITG operates the Ship from the Port of Palm Beach, Florida.
MJQ Corporation  ("MJQ") holds title to the Ship. Francis W. Murray owns MJQ and
is an officer and director of each of ITG, ITGD and ITB.

     C. ITG, ITB and the Seller,  together with a number of other  persons,  are
parties to that certain  Master  Settlement  Agreement  dated as of February 22,
2002 and  effective  as of April 30, 2001 (the "Master  Settlement  Agreement"),
pursuant to which and also pursuant to certain Settlement  Documents (as defined
in the Master  Settlement  Agreement)  the  parties  agreed to  resolve  certain
matters between themselves as provided in the Master Settlement Agreement.

     D. The  Seller is the holder of a certain  Promissory  Note dated as of May
13, 1999 in the principal  amount of $12,000,000  made by MJQ (the "Note") and a
certain  Indenture  of  Second  Note  Mortgage  also  dated as of May 13,  1999,
encumbering the Ship, made by MJQ to secure its obligations  under the Note (the
"Mortgage"; and collectively, together with the Note, the "Ship Obligations").

     E. Pursuant to the Master  Settlement  Agreement and a certain Purchase and
Sale Agreement (as defined in the Master  Settlement  Agreement),  ITG agreed to
purchase  the Ship  Obligations  from the Seller for a total  purchase  price of
$13,750,000,  $9,750,000  of which was due and  payable  on January 6, 2003 as a
balloon  payment  (the  "Balloon  Payment").  ITG was unable to pay the  Balloon
Payment  to the Seller as and when due,  and on  January  3,  2003,  ITG and MJQ
(collectively,  the "Debtors") each filed a voluntary  petition for relief under
Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy
Court for the Southern District of Florida (the "Chapter 11 Cases").

     F. The Seller is the holder of 3,746,805 shares of common stock of ITB (the
"ITB Shares").  Pursuant to the Master Settlement  Agreement and a certain Stock
Purchase  Agreement  (as  defined  in the  Master  Settlement  Agreement  and as
amended) and certain Stock Option  Agreement,  ITB agreed to repurchase  the ITB
Shares  from the Seller for the price of $.50 per share.  In payment for the ITB
Shares, ITB delivered to the Seller a certain Promissory Note dated December 13,
2002 in the  original  principal  amount of  $1,648,402.50  (the "Stock  Note"),
secured by a certain Pledge and Security  Agreement also dated December 13, 2002
(as amended, the "ITB Security Agreement"). ITB has defaulted in its obligations
under the Stock Note.

     G.  The  Debtors,  ITB  and the  Seller  have  engaged  in  good  faith  in
negotiations  with the  objective  of reaching an  agreement  with regard to the
Debtors'  plan of  reorganization  in the Chapter 11 Cases (the  "Plan") and the
restructure  of ITB's  obligations  pursuant to the Stock  Note.  The Seller has
entered  into a  certain  Amendment  to  Master  Settlement  Agreement  executed
simultaneously  herewith (as the same may be amended,  modified or supplemented,
from time to time, the "Amendment  Agreement") with the Debtors and ITB pursuant
to which the Seller agreed to restructure the respective outstanding obligations
of the Debtors and ITB pursuant to the Master Settlement Agreement, the Purchase
and Sale  Agreement,  the Stock  Purchase  Agreement,  the Stock  Note and Stock
Option  Agreement  (the  "Payment  Obligations")  on the  terms  and  conditions
described therein.

     H. The Seller is willing to restructure the Payment Obligations pursuant to
the Amendment  Agreement on certain  conditions.  One such condition is that the
Pledgor shall have entered into this  Agreement  which  replaces and cancels the
Stock Option  Agreement as more fully set forth below.  This  Agreement is being
executed and delivered pursuant to Section 9.2 of the Amendment Agreement.

     I.  Purchaser  agrees to purchase all shares of ITB common  stock,  if any,
that  Seller  may come into  possession  and  control of (the  "Future  Shares")
(except  for  shares  purchased  in the open  market or private  sale)  and,  in
Seller's sole discretion, elects to sell (the "Put Shares").

                                    Agreement

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained herein, the parties agree as follows:

     1. Requirement to Purchase Shares.  Subject to the terms of this Agreement,
Seller shall have the right,  but no  obligation,  to sell any Future Shares and
Purchaser  hereby agrees to purchase all Put Shares (i.e. all Future Shares that
Seller elects to sell) for the price per share set forth in Section 2.

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     2.  Purchase  Price.  The purchase  price per share for the Put Shares (the
"Purchase Price") shall be U.S. $.50 (fifty cents). The per share Purchase Price
shall be  equitably  adjusted  in the event of any stock  split,  reverse  stock
split, recapitalization,  reclassification,  reorganization or other transaction
which  affects the capital  structure of ITB or changes the number or the nature
of the Put Shares from the date hereof to the Closing.

     3. Notice of Put Shares.  At any time after the Effective Date of the Plan,
the Trustee may provide  written notice to Purchaser of his election to sell Put
Shares until the earlier of (a) the closing of Brennan's  bankruptcy  proceeding
under section 350 of the Bankruptcy Code or (b) all the Secured Obligations have
been indefeasibly paid and/or performed in full.

     4.  Payment of Purchase  Price.  The  Purchase  Price shall  become due and
payable  immediately  upon the  thirtieth  (30th)  day  after  the date that all
Secured  Obligations have been indefeasibly paid in full or if such day is not a
Business Day, the next Business Day (the "Closing Date").  In the event that the
Purchase Price is equal to or less than the sum of $50,000,  it shall be paid in
cash on the Closing Date.  In the event that the Purchase  Price exceeds the sum
of $50,000, the Purchase Price shall be paid by Purchaser on the Closing Date by
the delivery to Seller by Purchaser of its duly  executed  promissory  note (the
"Note") in the principal  amount of the Purchase Price with  principal  payments
due and payable in annual increments of $50,000 (the "Incremental Payment") with
the  first  Incremental  Payment  due on the  Closing  Date  and all  subsequent
Incremental  Payments due on each successive  anniversary  date from the Closing
Date.  The last  incremental  payment of  Purchase  Price  shall be  hereinafter
referred to as the Final Payment Date. By way of example,  if the Purchase Price
shall equal  $140,000,  Purchaser shall deliver (a) on the Closing Date the Note
in the amount of $140,000 and make a cash payment in the amount of $50,000,  (b)
on the one year  anniversary  of the Closing  Date,  make a cash  payment in the
amount of $50,000, and (c) on the two year anniversary date of the Closing Date,
make a cash payment in the amount of $40,000 (a/k/a the Final Payment Date).

     5. No  Interest.  No interest  shall  accrue on any portion of the Purchase
Price deferred under Section 4 of this Agreement.

     6.  Security  for  Purchase  Price.  In the event  that any  portion of the
Purchase Price is paid by the Note,  Purchaser's obligation under the Note shall
be  secured  by all of the Put Shares  and the  parties  shall  enter into a new
security agreement (the "Security  Agreement") on terms and conditions  mutually
satisfactory to the parties.

     7. No  Obligation  of Seller to Take Shares.  The parties  acknowledge  and
agree that this Agreement is not intended to constitute an election of remedy of
Seller in any action commenced in Brennan's bankruptcy proceeding.  Seller shall
have no obligation to take possession or control of Future Shares, regardless of
its ability to do so.

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     8. Closing.

        (a) The closing of the purchase  and sale of Put Shares (the  "Closing")
shall take place at the office of Drinker  Biddle & Reath LLP, 500 Campus Drive,
Florham Park, New Jersey 07932 on the Closing Date.

        (b) If the Purchase Price is $50,000 or less:

                (i)     Seller  shall  deliver  or  cause  to  be  delivered  to
                        Purchaser at the Closing the following:

                        (1)  certificates   representing  the  Put  Shares  duly
                        endorsed for transfer or with duly executed stock powers
                        affixed thereto; and

                        (2) a  certificate  dated as of the Closing  Date to the
                        effect set forth in Section 10.

                (ii)    Purchaser shall deliver to Seller the following:

                        (1) Purchase Price in cash;

                        (2) a certificate, dated the Closing Date, to the effect
                        set forth in Section 9; and

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                        (3) a copy of the  resolutions of the board of directors
                        of Purchaser  authorizing  the  execution,  delivery and
                        performance by Purchaser of this Agreement.

        (c) If the Purchase Price is more than $50,000:

                (i)     Seller  shall  deliver  or  cause  to  be  delivered  to
                        Purchaser the following:

                        (1) at Closing,  a  certificate  dated as of the Closing
                        Date to the effect set forth in Section 10; and

                        (2) at Final Payment Date, certificates representing the
                        Put  Shares  duly  endorsed  for  transfer  or with duly
                        executed stock powers affixed thereto.

                (ii)    Purchaser shall deliver to Seller the following:

                        (1) at Closing, cash in the amount of $50,000;

                        (2) the Note;

                        (3) the Security Agreement;

                        (4) a certificate, dated the Closing Date, to the effect
                        set forth in Section 9; and

                        (5) a copy of the  resolutions of the board of directors
                        of Purchaser  authorizing  the  execution,  delivery and
                        performance by Purchaser of this Agreement.

     9.  Representations and Warranties of Purchaser.  Purchaser  represents and
warrants to Seller,  knowing and  intending  that Seller is relying  hereon,  as
follows:

        (a) Purchaser is a corporation  duly organized,  validly existing and in
good  standing  under the laws of the State of  Delaware  and has all  requisite
corporate  power and  authority to enter into this  Agreement and to perform its
obligations hereunder;

        (b) The  execution,  delivery and  performance of this Agreement and the
consummation by Purchaser of the transactions contemplated hereby have been duly
authorized  by the  Board of  Directors  of  Purchaser,  and no other  corporate
proceedings  on the part of Purchaser are necessary to authorize  this Agreement
and the transactions contemplated hereby;

        (c) This Agreement has been duly executed and delivered by Purchaser and
constitutes the legal,  valid and binding  obligations of Purchaser  enforceable
against Purchaser in accordance with its terms;

        (d)  The  execution,  delivery  and  performance  by  Purchaser  of this
Agreement do not and will not (with or without the passage of time or the giving
of notice) violate or conflict with Purchaser's  certificate of incorporation or
by-laws or any law or regulation, judgement or order binding upon Purchaser;

        (e) No consents, approvals of, or registrations,  notifications,  filing
and/or  declarations  with,  any  court,  government,   governmental  agency  or
instrumentality  or any  other  person  are  required  to be  given  or  made by
Purchaser in connection  with the  execution,  delivery and  performance of this
Agreement; and

        (f)  There  are  no  judicial,  administrative,  governmental  or  other
actions,  proceedings  or  investigations  pending,  or,  to  the  knowledge  of
Purchaser  threatened against or involving  Purchaser,  that question any of the
transactions contemplated by, or the validity of, this Agreement.

     10.  Representations  and  Warranties  of  Seller.  Seller  represents  and
warrants to Purchaser, knowing that Purchaser is relying hereon, as follows:

        (a) Seller has the power to and  authority to enter into this  Agreement
and perform its obligations hereunder.

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<PAGE>

        (b) This  Agreement  has been duly  executed and delivered by Seller and
constitutes  the legal,  valid and binding  obligations  of Seller,  enforceable
against Seller in accordance with its terms.

        (c) The execution,  delivery and performance by Seller of this Agreement
do not and will not (with or  without  the  passage of time or giving of notice)
violate or conflict with any law or  regulation,  judgment or order of any court
or arbitrator binding upon Seller.

        (d) No, consents, approvals of or registrations,  notifications, filings
and  /or  declarations  with  any  court,  government,  governmental  agency  or
instrumentality  or any other  person are required to be given or made by Seller
in connection with the execution, delivery and performance of this Agreement.

        (e)  There  are  no  judicial,  administrative,  governmental  or  other
actions,  proceedings or investigations  pending, or to the knowledge of Seller,
threatened  against or involving  Seller,  that question any of the transactions
contemplated by, or the validity of, this Agreement.

     11. Obligations of Purchaser Until Closing.

        (a)  Purchaser  shall not take any action  with  respect to its  capital
structure,  or change  the  number,  rights or the nature of the Shares or other
shares of the capital stock of ITB, including, but not limited to, the effecting
of a stock split, reverse stock split,  recapitalization,  reclassification,  or
reorganization, without the prior written consent of Seller, which consent shall
not be unreasonably withheld or delayed.

        (b) Purchaser  shall promptly  advise Seller in writing of the threat or
commencement of any dispute,  claim,  action, suit,  proceeding,  arbitration or
investigation  which could materially  adversely affect  Purchaser's  ability to
perform its obligations  under this Agreement or which  challenges or may affect
the validity of this Agreement.

        (c) Purchaser  shall not take, or enter into any agreement or commitment
to take, any of the following actions:

                (i)     Purchaser shall not make any change in its authorized or
                        issued  capital  stock,  grant any stock option or other
                        right to purchase  shares of its capital  stock or other
                        securities or purchase, redeem, retire or make any other
                        acquisition  of any shares of any capital stock or other
                        securities,  except  for:  (1) the  purchase  of the Put
                        Shares  hereunder and the ITB Shares as  contemplated by
                        the Amendment  Agreement and (2) issuance's by Purchaser
                        of shares of its common  stock upon the due  exercise of
                        stock options and warrants granted and outstanding as of
                        the date hereof (a list of such options and warrants are
                        set forth on  Schedule  A hereto).  Notwithstanding  the
                        foregoing  exception  in  11(c)(i)(2)  above,

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<PAGE>

                        Purchaser  shall not permit  Francis  Murray to exercise
                        any stock  options held by him and  Purchaser  shall not
                        issue any shares of its capital stock upon any attempted
                        exercise or  exchange  thereof,  except  that  Purchaser
                        shall be permitted  to extend the  exercise  date of any
                        stock option(s).

                (ii)    Purchaser shall not liquidate or dissolve.

                (iii)   Purchaser  shall not sell all or a  material  portion of
                        its assets.

                (iv)    Purchaser  shall  not  enter any  agreement  of  merger,
                        combination,  or  consolidation,  unless such  agreement
                        expressly  provides for Purchaser's  consummation of the
                        purchase  of the Put  Shares  before  any  such  merger,
                        combination or consolidation may take place.

                (v)     Purchaser  shall not  declare  or pay any  dividends  or
                        distributions.

                (vi)    Purchaser   shall   not   amend   its   certificate   of
                        incorporation or by-laws.

                (vii)   Purchaser  shall  not  unreasonably  increase  the  cash
                        compensation paid to its management.

        (d) Purchaser  shall promptly  advise Seller in writing,  promptly after
becoming  aware,  of any  event or the  existence  of any fact  which  (i) makes
untrue, or will make untrue as of the Closing, any representation or warranty of
Purchaser set forth in this Agreement or (ii) would  constitute a breach of this
Agreement by Purchaser.

     12. Conditions Precedent to Seller's Obligations.

     The obligation of Seller to consummate the sale of Put Shares is subject to
fulfillment by or at Closing of each of the following conditions:

        (a)  Purchaser's   representations  and  warranties  contained  in  this
Agreement  shall be made  again as at the  Closing  and  shall  then be true and
correct in all material respects.

        (b) Purchaser shall have performed or complied in all material  respects
with all agreements, covenants and conditions required by this Agreement and the
Amendment  Agreement to be  performed or complied  with by it prior to or at the
Closing.

        (c) The  Closing  shall not  violate any order or decree of any court or
governmental body of competent jurisdiction and no suit, action,  investigation,
or legal or  administrative  proceeding shall have been brought or threatened by
any person  other than Seller or an  affiliate  of Seller  which  questions  the
validity or legality of this Agreement or the transaction contemplated hereby.

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<PAGE>

     13. Conditions Precedent To Purchaser's Obligations.

     The  obligation  of Purchaser to  consummate  the purchase of Put Shares is
subject to fulfillment by or at Closing of each of the following conditions.

        (a) Seller's  representations and warranties contained in this Agreement
shall be made again as at the  Closing and shall then be true and correct in all
material respects.

        (b) Seller shall have  performed  or complied in all  material  respects
with all agreements, covenants and conditions required by this Agreement and the
Amendment  Agreement to be  performed or complied  with by it prior to or at the
Closing.

        (c) The  Closing  shall not  violate any order or decree of any court or
governmental body of competent jurisdiction and no suit, action,  investigation,
or legal or  administrative  proceeding shall have been brought or threatened by
any person other than Purchaser or an affiliate of Purchaser which questions the
validity or legality of this Agreement or the transaction contemplated hereby.

        (d) Seller shall deliver to Purchaser good and marketable  title to such
Put Shares free and clear of all liens.  Purchaser hereby  acknowledges that the
Put Shares may be held of record by non-United  States persons and entities and,
accordingly, Purchaser hereby waives, on behalf of itself and its stock transfer
agent,  any and all  requirements  that  stock  powers or other  stock  transfer
documents bear signatures with "medallion guarantees".

     14. Termination.

     This Agreement may be terminated at any time prior to its expiration  under
Section 3 above:

        (a) by mutual written consent of Seller and Purchaser;

        (b) by Seller,  if (i) any  representation or warranty of Purchaser made
in or pursuant to this Agreement is untrue or incorrect in any material respect,
(ii)  Purchaser  breaches in any material  respect,  obligation or other term of
this  Agreement  and such  breach is not cured  within  10 days  thereafter  any
covenant,  or (iii)  Purchaser  breaches in any material  respect  obligation or
other term of the  Amendment  Agreement and such breach is not cured as provided
therein.

        (c) by Purchaser,  if (i) any  representation or warranty of Seller made
in or pursuant to this Agreement is untrue or incorrect in any material respect,
(ii)  Seller  breaches  any  covenant or other term of this  Agreement  and such
breach  is not  cured  within  10 days  thereafter  ((i)  and (ii)  above  being
hereinafter  referred  to as a "Seller  Event of  Default")  or (iii) any of the
conditions precedent to Closing contained in Section 12 are not satisfied.

        (d) In the event of  termination  of this  Agreement by either Seller or
Purchaser as provided  above,  the Option shall  immediately  and  automatically
terminate and this

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<PAGE>

Agreement  shall  immediately  become  void and of no further  force and effect,
except that Seller and  Purchaser  shall have the  remedies set forth in Section
15(a) and (b), respectively.

     15. Remedies.

        (a) In the event  Purchaser  breaches its  obligation to consummate  the
purchase of Put Shares,  Purchaser shall immediately be liable to Seller for the
Purchase  Price  thereof,   plus  all  costs  of  enforcement,   collection  and
disposition,  including, but not limited to, reasonable attorneys fees and costs
(collectively, "Costs"). Without limiting any of its remedies, Seller shall have
the right to sell the Put  Shares to another  party at any  price.  In the event
Seller  sells  some or all of the Put  Shares to a third  party,  the  amount of
Purchaser's  liability  hereunder  shall be reduced by the net  proceeds of such
sale(s).  Upon Seller's  collection from Purchaser of the Purchase Price (or the
balance thereof if Seller has previously sold some of the Put Shares),  plus all
Costs,  Seller  shall  transfer  to  Purchaser  the Put Shares  which it has not
previously  sold.  No failure to exercise and no delay in exercising on the part
of Seller any right,  remedy or power  shall  operate as a waiver  thereof,  nor
shall any single or partial exercise of any right,  remedy or power preclude any
other or further  exercise  thereof.  The  rights,  remedies  and powers  herein
provided are  cumulative  and not  exclusive  of any rights,  remedies or powers
provided herein or by law.

        (b) In the  event  of a  Seller  Event of  Default,  Purchaser  shall be
entitled  to  specific  performance  for  the  delivery  of the Put  Shares  and
injunctive  relief, as well as all other remedies available at law or in equity,
but only to the  extent  Seller  obtains  control of the Shares and the right to
cause the transfer of Shares to Purchaser. Seller shall have no recourse against
Donald Conway, individually.

     16. Survival. The representation and warranties made by the parties in this
Agreement and in the certificates,  documents and schedules  delivered  pursuant
hereto shall survive the consummation of the transactions herein contemplated.

     17. Notices.  All notices that are required or may be given pursuant to the
terms of this  Agreement  shall be in  writing  and shall be  sufficient  in all
respects if given in writing and delivered by hand or national overnight courier
service,  transmitted  by telecopy or mailed by  registered  or certified  mail,
postage prepaid, as follows:

                  To Purchaser:

                  International Thoroughbred Breeders, Inc.
                  211 Beningo Boulevard, Suite 210
                  Bellmawr, NJ 08031
                  Fax No. (856) 931-8165
                  Attention: Francis W. Murray, President

                  With Copy to:

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<PAGE>

                  Cozen O'Connor
                  The Atrium
                  1900 Market Street
                  Philadelphia, PA 19103
                  (215) 665-2000
                  Attention: David S. Petkun, Esquire

                  To Seller:

                  Mercadien, P.C.
                  3625 Quakerbridge Road
                  Hamilton, New Jersey 08619
                  (609) 689-9700
                  Attention: Donald F. Conway, Trustee

                  With Copy to:

                  Drinker Biddle & Reath LLP
                  500 Campus Drive
                  Florham Park, NJ  07932
                  (973) 360-1100
                  Attention: Robert K. Malone, Esquire

or such other address or addresses as any party hereto shall have  designated by
notice in writing to the other parties hereto.  A notice shall be deemed to have
been given (a) upon  personal  delivery,  if delivered  by hand or courier,  (b)
three (3) days  after the date of  deposit in the  mails,  postage  prepaid,  if
mailed by certified or registered  mail, or (c) the next business day if sent by
facsimile transmission (if receipt is electronically confirmed).

     18.  Jurisdiction.  This  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of New Jersey  without  giving  effect to
principles of conflicts of laws,  and any and all disputes  under and/or related
to this Agreement shall be resolved by the Bankruptcy Court.

     19.  Waivers.  Seller,  on the one hand, and Purchaser,  on the other hand,
may, by written notice to the other,  (a) extend the time for the performance of
any of the obligations or other actions of the other under this  Agreement;  (b)
waive  any  inaccuracies  in the  representations  or  warranties  of the  other
contained  in this  Agreement  or in any  document  delivered  pursuant  to this
Agreement;  or (c) waive  compliance with any of the covenants and agreements of
the other  contained  in this  Agreement.  Except as provided  in the  preceding
sentence,  no  action  taken  pursuant  to this  Agreement,  including,  without
limitation,  any investigation by or on behalf of any party,  shall be deemed to
constitute  a waiver by the party  taking  such  action of  compliance  with any
representations,   warranties,   covenants  or  agreements   contained  in  this
Agreement.  The waiver by any party hereto of a breach of any  provision of this
Agreement  shall not  operate  or be  construed  as a waiver  of any  subsequent
breach.

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     20.  Capitalized  Terms. All capitalized terms not otherwise defined herein
shall have the meaning ascribed to such term in the Amendment Agreement.

     21. Entire Agreement. This Agreement,  including the documents incorporated
herein by reference,  constitutes the entire agreement of the parties concerning
the subject matter hereof,  and shall not be amended,  modified or  supplemented
unless by written agreement executed by the parties hereto. This Agreement shall
be binding  upon and inure to the benefit of the  parties  and their  respective
successors  and assigns.  This  Agreement  supercedes all prior written and oral
agreements among the parties concerning the subject matter hereof.

     22.  Counterparts.  This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

     23. No Assignment.  The rights and  obligations  under this Agreement shall
not be  assignable  to  any  person  except  with  the  written  consent  of the
non-assigning parties or as may be assigned by Seller in accordance with Section
3 hereof.

     24.  Further  Assurance.  Each party hereby agrees from  time-to-time  upon
written request of the other, to take such additional actions and to execute and
deliver  such  additional  documents  and  instruments  as such other  party may
reasonably  request to effect the transactions  contemplated by and to carry out
the intent of this Agreement.

     25.  Severability.  In the event that any provision of this Agreement shall
be held  invalid,  illegal,  or  unenforceable  in any  respect,  the  validity,
legality, enforceability of the remaining provisions contained in this Agreement
shall not in any way be affected or impaired  thereby,  and this Agreement shall
otherwise remain in full force and effect.

     26.  Brokers.  The Seller and the Purchaser each represent and warrant that
they have not  employed  any broker,  finder or  investment  banker who might be
entitled to any brokerage,  finder's fee,  underwriting discount or other fee or
commission  from the Purchaser or the Seller in connection  with the sale of the
Put Shares.

     27.  Fees.  Each party  shall be  responsible  for all legal and other fees
incurred by it in  connection  with the  negotiation  of this  Agreement and the
consummation of the transaction contemplated hereby.

     28.  Headings.  The headings set forth  herein are for the  convenience  of
reference only and shall not be used in the  interpretation  or  construction of
this Agreement.

     29.  Voting of Shares;  Standing:  Purchaser  acknowledges  that Seller may
obtain  voting  proxies  for the Put  Shares and  Purchaser  shall not object to
Seller's  voting of the Put  Shares for which  Seller  has valid  proxies on any
matter for which a  stockholder  of ITB may vote.  Purchaser  also  agrees  that
Seller shall have  standing as a  stockholder  of ITB as to such Put Shares over
which Seller has possession and control to bring, or participate in, any action,
in the capacity of a stockholder, against ITB and/or its directors and officers.

                                       11
<PAGE>

     IN WITNESS WHEREOF,  parties hereto have duly executed the Agreement on the
date first above written.


  WITNESS:                                SELLER:


  ------------------------------------    ------------------------------------
                                          DONALD F. CONWAY, TRUSTEE
                                          For the Bankruptcy Estate of Robert E.
                                          Brennan


                                          PURCHASER:

  ATTEST:                                 INTERNATIONAL THOROUGHBRED
                                                            BREEDERS, INC.


  ___________________________________     By:_________________________________
                                             Name:
                                             Title:




                                       12
<PAGE>

                                   SCHEDULE A

                   ITB Outstanding Stock Options and Warrants.