Exhibit 10.28

                             PLACEMENT FEE AGREEMENT


     THIS  PLACEMENT  FEE AGREEMENT  ("Agreement")  is made on September 1, 2005
("Effective  Date")  irrespective  of the date of  signing,  by and  between PDS
GAMING CORPORATION a Minnesota corporation ("PDS"),  whose address is 6280 Annie
Oakley  Drive,  Las  Vegas,  NV 89120,  and  ITG-VEGAS,  INC  ("ITGV")  a Nevada
corporation  and  INTERNATIONAL  THOROUGHBRED  BREEDERS,  INC ("ITB") a Delaware
corporation (ITGV and ITB are hereinafter individually and collectively referred
to as "Client" and are and hereby agree to be jointly and  severally  liable for
all obligations  created by this Agreement),  both of whom have their address at
One East 11 Street, Suite 500, Riviera Beach, Florida 33404.

                                    RECITALS

     WHEREAS,  PDS is engaged in the business of providing financial services to
the gaming industry; and

     WHEREAS,  Client agrees and acknowledges  that but for the services of PDS,
Client would not have completed a $29.3 million material recapitalization of the
Client's   company   debt   (herein   referred  to  as  the  "PDS   Indebtedness
transaction"); and

     WHEREAS,  Client determined that the involvement of PDS was critical to the
consummation  of  the  PDS  Indebtedness  transaction  and to  future  financial
transactions that may be contemplated by Client; and

     WHEREAS,  Client  agrees that PDS  dedicated  significant  resources to the
efforts to complete the PDS Indebtedness transaction; and

     WHEREAS,  Client had previously  agreed to compensate PDS for its work with
regard to the PDS Indebtedness  transaction and this Agreement memorializes said
agreement as requested by Client;

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions set
forth  herein and other good and valuable  consideration,  the  sufficiency  and
adequacy  of which is  hereby  acknowledged  by the  parties,  it is  agreed  as
follows:

1)   Placement  Fee:  As a  result  of  the  closing  of  the  PDS  Indebtedness
     transaction  on June 30,  2005,  for  services  rendered  by PDS to Client,
     Client,  and  each of  them  jointly  and  severally,  agrees  to pay PDS a
     placement  fee  equal  to  $750,000.00  ("Placement  Fee")  which  shall be
     considered  completely  earned and due as of the Effective Date and will be
     in  addition  to any  other  fees  that  may be  due  to PDS or  have  been
     previously  paid to PDS with  regard to the PDS  Indebtedness  transaction.
     Client agrees to pay the Placement Fee in the following manner:

     a)   Upon the  Effective  Date of this  Agreement,  Client  has paid to PDS
          $50,000.00  which will be applied to the Placement Fee of  $750,000.00
          and reduce the unpaid balance of the Placement Fee to $700,000.00.
     b)   No  additional  payments of the  Placement Fee to PDS will be required
          until March 1, 2006.
     c)   The unpaid balance of the Placement Fee shall not bear any interest.
     d)   On March 1, 2006, and on the first day of each month  thereafter up to
          and  including  February  1,  2007,  Client  will  pay to PDS  monthly
          payments of $58,333.33.  In the event the payments are not received by
          PDS on the first day of the  month  when due and  within a 10 day cure
          period,  then the  unpaid  balance  of the  Placement  Fee shall  bear
          interest  at a rate of  fifteen  percent  (15%)  per  annum  ("Default
          Interest")  beginning  on the  first  day of the  month in  which  the
          monthly  payment of  $58,333.33  is not paid by Client and received by
          PDS and shall continue  until the day the default has been cured.  Any
          accrued Default  Interest shall be due and payable on the first day of
          the month when the next month's payment is due.
     e)   In the event of default under this Agreement, PDS shall have the right
          after  satisfaction  in full  under the loan  agreement  to offset any
          unpaid amount of the  Placement Fee against any other assets,  cash or
          collateral held by PDS for the benefit of Client or in which PDS has a
          perfected  security  interest,  whether said security interest is as a
          part of this Agreement or any and all other agreements between PDS and
          Client.
     f)   In the event that Client  refinances  fifty  percent or mor of the PDS
          Indebtedness transaction, then the entire Placement Fee, including any
          accrued Default Interest,  will be due in full and payable immediately
          upon the  closing and  funding of the  refinancing.  If payment is not
          made at the time of the closing and funding of the  refinancing,  then
          it shall be considered an event of default.

2)   Placement Fee Agreement  Collateral:  Client agrees to ensure and take such
     steps as are  necessary to provide that PDS will have a secondary  security
     interest in the  proceeds  of the  Realen-Turnberry/Cherry  Hill,  LLC Note
     dated  November  29,  2000  ("Turnberry  Note")  remaining,  if any,  after
     satisfaction  in full of the  loan  agreement  or  release  of the  note as
     security  for the loan  under the loan  agreement.  Client may from time to
     time  substitute the collateral with  collateral  reasonably  acceptable to
     PDS. Such collateral  substitution  will be valued at an amount equal to or
     greater than the  outstanding  balance due for the payment of the remainder
     of the Placement Fee plus accrued but unpaid interest then due or to become
     due pursuant to the terms of this Agreement.

3)   Breach and Default. Client shall be deemed in breach of this Agreement upon
     the failure to perform any  obligation  under this  Agreement and PDS shall
     have all of the  rights  set  forth  herein  and all  rights  at law and in
     equity.

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4)   Waiver of Jury Trial.  The parties hereby  knowingly and voluntarily  waive
     their  right to a jury trial on any claim or cause of action  based upon or
     arising out of,  directly  or  indirectly,  this  Agreement,  any  dealings
     between the  parties  relating  to the  subject  matter  hereof or thereof,
     and/or the  relationship  between the parties.  The scope of this waiver is
     intended to be all  encompassing  of any and all disputes that may be filed
     in any court (including, without limitation,  contract claims, tort claims,
     breach of duty claims, and all other common law and statutory claims). This
     waiver  may not be  modified  orally,  and the  waiver  shall  apply to any
     subsequent  amendment,   renewals,  supplement  or  modifications  to  this
     Agreement.  In the event of  litigation,  this  Agreement may be filed as a
     written consent to a trial by the court.

5)   MISCELLANEOUS PROVISIONS

     a)   Amendments or  Modifications.  This Agreement shall not be modified or
          amended  except by an instrument in writing  signed by or on behalf of
          the parties hereto.
     b)   Assignment. Client may not assign this Agreement, in whole or in part,
          without the prior  written  consent of PDS. Any  assignment by Client,
          without the prior written  consent of PDS, shall be null and void. PDS
          may assign this  Agreement to any  Affiliate or any banking or lending
          institution  with whom PDS does  business  with the prior  consent  of
          Client, which will not be unreasonable withheld.
     c)   Attorneys'  Fees.  Except as may  otherwise  be  provided  for in this
          Agreement,  should  either  party  hereto  employ an attorney  for the
          purpose of enforcement or construing this  Agreement,  or any judgment
          based  upon  this  Agreement,  in  any  legal  proceeding  whatsoever,
          including insolvency, bankruptcy,  arbitration,  declaratory relief or
          other  litigation,  the prevailing  party shall be entitled to receive
          from  the  other  party  or  parties  thereto  reimbursement  for  all
          attorneys' fees and all reasonable costs, including but not limited to
          service of  process,  filing  fees,  court and court  reporter  costs,
          investigative  costs,  expert witness fees and the costs of any bonds,
          whether taxable or not, and that such reimbursement  shall be included
          in any  judgment or final  order  issued in such  proceeding.  As used
          herein,  "prevailing  party"  shall mean the party  determined  by the
          court to most  nearly  prevail  and not  necessarily  the one in whose
          favor a judgment is rendered.
     d)   Binding Effect.  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.
     e)   Captions,  Headings and Titles.  The captions,  headings and titles of
          the various  sections of this Agreement are for  convenience  only and
          are not to be  construed as confining or limiting in any way the scope
          or  intent of the  parties  or the  provisions  hereof.  Whenever  the
          context  requires or permits,  the singular  shall include the plural,
          the plural shall include the singular and the masculine,  feminine and
          neuter shall be freely interchangeable.
     f)   Counterparts.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,
          shall be deemed to be an original,  but all such counterparts together
          shall constitute but one and the same document.
     g)   Further  Assurances.  The  parties  further  covenan  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 effect the intent of
          this Agreement.
     h)   Governing Law. The  substantive  and  procedural  laws of the State of
          Nevada  shall  govern  the  validity,  construction,   interpretation,
          performance and enforcement of this Agreement and the parties agree to
          jurisdiction  in Nevada  without  reference  to its  conflict  of laws
          provisions.  The  parties  also  hereby  agree that any action  and/or
          proceeding in connection  with this Agreement shall only be brought in
          the venue of Clark County, Nevada.
     i)   Independence of Parties. All persons hired or employed b each party in
          the discharge of this Agreement shall be considered  employees of that
          party and not of any other party to this Agreement and shall be solely
          and exclusively  under the hiring or employing  party's  direction and
          control.  Neither  party nor any of its employees [i] shall be held or
          deemed in any way to be an agent,  employee  or  official of the other
          party, or [ii] shall have the authority to bind the other party in any
          manner whatsoever.
     j)   No Joint Venture,  Partnership or Agency Relationship.  This Agreement
          shall not 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.
     k)   Non-Party  Beneficiaries.  Nothing  herein,  whethe express or implied
          shall be  construed  to give any person  other than the  parties,  and
          their successors and permitted assigns,  any legal or equitable right,
          remedy  of  claim  under or in  respect  of this  Agreement;  but this
          Agreement  shall be held to be for the sole and  exclusive  benefit of
          the parties, and their successors and assigns.
     l)   Notices.  Except as  otherwise  required by law,  all notice  required
          herein shall be in writing and sent


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          by prepaid certified mail or by courier, addressed to the party at the
          address of the party specified herein or such other address designated
          in writing. Notices are deemed to have been received [i] on the fourth
          business day  following  posting  thereof in the U.S.  Mail,  properly
          addressed  and postage  prepaid,  [ii] when  received in any medium if
          confirmed  or  receipted  for in the  manner  customary  in the medium
          employed,  or [iii] if acknowledged in any manner by the party to whom
          the communication is directed.
     m)   Severability.  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.
     n)   Time of Essence.  Time is of the essence of this Agreement and all its
          provisions.  In the event the provisions of this Agreement require any
          act to be done or to be taken hereunder on a date which is a Saturday,
          Sunday or legal  holiday,  such act or action  shall be deemed to have
          been validly done or taken on the next  succeeding  day which is not a
          Saturday, Sunday or legal holiday.
     o)   Waiver.  The  failure  of any  party  to  insist,  in any  one or more
          instances, upon performance of any of the provisions of this Agreement
          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.

                             Signature Page Follows



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IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
as of the date set forth above.


"PDS"                                  "Client"

PDS GAMING CORPORATION                 ITG-Vegas, Inc.



By:                                    By:
   ------------------------------         -----------------------------------

Printed Name: Johan P. Finley          Printed Name:

Its: Chief Executive Officer           Its:
                                           ----------------------------------



                                       INTERNATIONAL THOROUGHBRED BREEDERS,
                                       INC.


                                       By:
                                          -----------------------------------

                                       Printed Name:
                                                   --------------------------
                                       Its:
                                           ----------------------------------


         Palm Beach Placement Fee v 7.2

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