Exhibit 10.25

                               GUARANTY AGREEMENT

     This  Guaranty   Agreement  (this   "Guaranty"),   made  by   INTERNATIONAL
THOROUGHBRED BREEDERS, INC., a Delaware corporation ("Guarantor"), whose address
for purposes hereof is 1105 North Market Street, Wilmington,  Delaware 19899, in
favor of 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.

                                    RECITALS

     A. Cruise  Holdings I, LLC, the owner of the cruise ship Palm Beach Empress
and  wholly-owned  subsidiary  of PBE ("Cruise  I"), has entered into a Bareboat
Charter for the Palm Beach  Princess (the "PBP  Charter")  with ITG Vegas,  Inc.
("ITGV"),  an indirect  wholly-owned  subsidiary of  International  Thoroughbred
Breeders,  Inc.  ("ITB").  Cruise Holdings II, LLC, the owner of the cruise ship
Big Easy and  wholly-owned  subsidiary of PBM (Cruise  II"),  has entered into a
Bareboat Charter for Big Easy (the "Big Easy Charter," and together with the PBP
Charter,  the  "Charters")  with ITG Palm  Beach,  LLC  ("ITGPB"),  an  indirect
wholly-owned subsidiary of ITB.

     B. In  consideration of and as a condition and inducement to PBE and PBM to
enter into the Charters,  PBE and PBM have required that  Guarantor  execute and
deliver this Guaranty.

     NOW,  THEREFORE,  incorporating  the above  Recitals by  reference,  and in
consideration  of, and as an  inducement  for, the execution and delivery of the
Charters  by PBE and PBM,  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
PBE  and  PBM,   respectively,   and  their  respective  legal  representatives,
successors  and assigns,  and  independently  assumes  liability to PBE and PBM,
respectively, and their representatives, successors and, without any requirement
whatsoever  of resort by PBE or PBM to any other  party for the  payment  of all
Charter payments, other charges 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 ITGV or ITGPB under
their respective Charters so long as any such amounts referred to in this clause
remain outstanding under the Charters (collectively, the payment and performance
obligations set forth above are hereafter called the "Obligations").

         1.2  Default.  Upon any  default  or  breach by ITGV or ITGPB of any of
their respective  duties or obligations  under the Charters,  PBE or PBM, as the
case may be, may, but need not, at its sole  option,  proceed  directly  against
Guarantor,  without proceeding against the defaulting ITGV or ITGPB, as the case
may be, 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
ITGV or ITGPB may have theretofore  delivered to PBE or PBM, as the case may be,
as security for the payment and


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performance of the Obligations. Guarantor hereby waives the right to require PBE
or PBM to proceed  against  ITGV or ITGPB or any other  person or entity,  or to
pursue any other  remedy,  and  Guarantor  further  waives the right to have any
other  property of ITGV or ITGPB 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 the  Charterers,  or  (ii)  PBE or PBM
obtaining any judgment  against ITGV or ITGPB, as the case may be, 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 ITGV or  ITGPB,  and all other
notices of every kind or nature  (including  those of any action or  inaction on
the part of the Charterers 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  Charters,
including without limitation,  any increases,  reductions or 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 PBE or PBM  against  ITGV or
ITGPB,  respectively,  or any other person in respect of any of the Obligations;
and

             (c)  any and  all  action  or  inaction  on the  part of PBE or PBM
(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 PBE or PBM
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 ITGV or ITGPB 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.

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

         2.5  Separate  Action.  PBE or PBM may bring and  prosecute  a separate
action against Guarantor to enforce Guarantor's liability hereunder,  whether or
not any action is brought  against  ITGV or ITGPB or any other  person or entity
and whether or not ITGV or ITGPB or any other person or entity is joined in such
action or actions.  Nothing  shall  prohibit  PBE or PBM from  exercising  their
rights  against  Guarantor,  ITGV  or  ITGPB,  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 PBE or PBM  against  ITGV or ITGPB 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  ITGV or ITGPB,  PBE or PBM or others may be  destroyed,  diminished  or
otherwise affected by any of the following:

             (a) Any declaration by PBE or PBM of a default in respect of any of
the Obligations.

             (b) The  exercise by PBE or PBM of any rights or  remedies  against
ITGV or ITGPB or any other person or entity.

             (c) The  failure of PBE or PBM to  exercise  any rights or remedies
against ITGV or ITGPB 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 ITGV or ITGPB for any  deficiency or (ii) PBE or PBM 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
existing,  or  otherwise,  to enforce any remedy which PBE or PBM now has or may
hereafter  have  against  ITGV or ITGPB and (b) any benefit of, and any right to
participate in, any security now or hereafter held by PBE or PBM.

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         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 ITGV or
ITGPB in any  settlement  or  composition  for the  benefit of ITGV's or ITGPB'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 ITGV or ITGPB.  As an
example and not by way of limitation,  a subsequent modification of the Charters
in any  reorganization  case  concerning  ITGV or ITGPB  shall  not  affect  the
obligation of Guarantor to discharge  the  Obligations  in  accordance  with the
original terms of the offered Charter.

         2.10 No Marshalling;  Reinstatement. Guarantor consents and agrees that
neither  PBE or PBM nor any  person or entity  acting for or on behalf of PBE or
PBM 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 ITGV or ITGPB or any other  guarantor of all or
any part of the Obligations makes a payment or payments to PBE or PBM, or PBE or
PBM 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 ITGV or ITGPB
now or hereafter held by Guarantor is hereby  subordinated  to the  Obligations;
and such  indebtedness  of ITGV or ITGPB to Guarantor,  if any material  default
occurs under any of the  Obligations  and PBE or PBM so requests  from and after
the material default, shall be collected,  enforced and received by Guarantor as
trustee  for  PBE or PBM  and  be  paid  over  to PBE or PBM 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 PBE or PBM for all costs
and expenses,  including, without limitation, all attorneys' fees whether or not
legal action be  instituted,  incurred or paid by PBE or PBM in  enforcing  this
Guaranty.

     5.  Benefit.  This Guaranty may be assigned or  transferred  in whole or in
part by PBE or PBM.  All  references  to PBE or PBM  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 PBE or PBM,  including  without  limitation  PDS
Gaming Corporation.

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     6. Notices. All notices or other communications required or permitted to be
given pursuant to this Assignment shall be in writing and shall be considered as
properly given if sent by overnight courier delivery,  or by delivering the same
in person to the intended addressee.  Notice given by overnight courier shall be
effective  one business day after its deposit with the courier  service.  Notice
given in any other manner shall be  effective  only if and when  received by the
addressee.  Any notices delivered  hereunder shall be addressed to the addresses
set forth above.

     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 hereto.  Nothing
contained  in this  Guaranty  shall be deemed to in any way alter or modify  the
terms and conditions of the Charters.

     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 ITGV or ITGPB and all other
circumstances  bearing upon the risk of nonpayment or  nonperformance  of any of
the  Obligations,  and PBE or PBM  shall  have no duty to  advise  Guarantor  of
information  known  to  either  of them  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.

                                INTERNATIONAL THOROUGHBRED
                                BREEDERS, INC.


                                By:
                                   --------------------------
                                   Name:
                                   Title:




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