Exhibit 10.22

                              AMENDED AND RESTATED

                     BAREBOAT CHARTER AND OPTION TO PURCHASE

                            of the Casino Cruise Ship

                                    BIG EASY

     THIS  AMENDED  AND  RESTATED   BAREBOAT  CHARTER  AND  OPTION  TO  PURCHASE
("Charter")  is made and  entered  into as of July 1, 2005 by and  among  Cruise
Holdings II, LLC, a Nevada limited  liability  company  (hereinafter  "CH II" or
"Owner"),  the  owner  of the  casino  cruise  ship BIG  EASY  (hereinafter  the
"Vessel"),  Palm Beach Empress, Inc., a Delaware corporation ("PBE"), Palm Beach
Maritime  Corporation,  a Delaware  corporation  ("PBM," and together  with PBE,
"Original Charterer"), ITG Palm Beach, LLC, a Delaware limited liability company
("ITGPB" or  "Charterer"),  as charterer of the Vessel,  and ITG Vegas,  Inc., a
Nevada corporation ("ITGV").

                              W I T N E S S E T H:

     WHEREAS, Owner and Original Charterer are parties to a Bareboat Charter and
Option to Purchase of the casino cruise ship Big Easy, formerly known as Empress
II,  dated as of July 6, 2004  pursuant to which Owner  chartered  the Vessel to
Original Charterer (the "Original Charter"); and

     WHEREAS,  Original Charterer,  ITGPB and ITGV are parties to a Sub-Bareboat
Charter of the  casino  cruise  ship Big Easy,  formerly  known as  Empress  II,
pursuant  to which  Original  Charterer  as  owners  pro hac  vice  and  current
charterers  of the  Vessel  sub-chartered  the  Vessel  to ITGPB  and ITGV  (the
"Original Sub-Charter"); and

     WHEREAS,  pursuant to a Loan and Security Agreement among Owner,  Charterer
and certain of their affiliates (collectively, the "ITGV Borrowers") and PBE and
PBM and certain  other  affiliates  of ITGPB and ITGV as  guarantors  (the "Loan
Agreement"),  ITGPB and ITGV refinanced certain of their debt obligations to PDS
Gaming Corporation (the "Refinancing"); and

     WHEREAS,  in connection with the Refinancing,  and pursuant to a Membership
Interest  Purchase  Agreement,  PDS Gaming  Corporation  transferred  all of the
membership interests in Owner to PBE; and

     WHEREAS, in view of the foregoing, the parties desire to combine, amend and
restate the  Original  Charter and the  Original  Sub-Charter,  all as set forth
herein.

     NOW THEREFORE,  upon the terms and conditions  hereinafter set forth, Owner
agrees to charter and Charterer agrees to accept under charter the Vessel.


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                                    ARTICLE 1
                              DESCRIPTION OF VESSEL

     The Vessel is an  ocean-going  casino cruise ship,  United States  Official
Number 998517, and more particularly described in Appendix A attached hereto.

                                    ARTICLE 2
                                PERIOD OF CHARTER

     A. The period of this  Charter  shall be for a period  beginning  as of the
date hereof and ending July 1, 2009  (hereinafter  the "Charter  Period").  This
Charter  automatically  supersedes  and  terminates  the  Bareboat  Charter  and
Bareboat Sub-charter.

     B. At the end of the Charter Period, or upon the sooner termination of this
Charter for any reason,  ITGPB or ITGV shall have the right to (i) purchase from
Owner the Vessel,  or (ii) purchase from PBE all of the membership  interests of
Owner pursuant to the terms and conditions set out in Article 19 hereof.

                                    ARTICLE 3
                              MONTHLY CHARTER HIRE

     A. Charterer  shall pay to Owner charter hire  ("Charter  Hire") monthly in
advance on or before the first day of each calendar month commencing on the date
of  delivery  and  continuing  thereafter  until  termination  of the Charter as
provided herein at the rate of Fifty Thousand Dollars ($100,000.00) per month or
pro rata for any part of a month,  plus one percent (1%) of the ITGV  Borrower's
Net  Revenue  (as  defined in the Loan  Agreement)  from the  operations  of the
Vessel.  Any  Charter  Hire paid in  advance  and not earned  shall be  promptly
refunded to Charterer  by Owner.  Payment of Charter Hire shall be made to Owner
by  electronic  funds  transfer  or as  otherwise  directed  by Owner  or, if no
directions  are given by  Owner,  for the  benefit  of Owner at One E. 11th St.,
Riviera Beach,  Florida  33404,  and shall be deemed paid when it is received by
Owner or its designee.  The first monthly  Charter Hire payment shall be made on
or before August 1, 2005 and all subsequent  payments shall be made on or before
the first day of each calendar month thereafter.

     B.  Notwithstanding the foregoing,  Charterer shall not make any payment of
Charter Hire  otherwise due hereunder with respect to any month unless and until
the  conditions  set forth in Section  14(a)(i) of the Loan  Agreement have been
satisfied, including, without limitation, that a Contingent Event, as defined in
Section 1(h) of the Loan Agreement,  has occurred;  provided,  however,  that if
with respect to any month during the Charter Period  Charterer is unable to make
a payment of Charter Hire for such month because such  conditions  have not been
satisfied,  Charterer shall make an additional  payment of Charter Hire for such
missed month during any subsequent month in which Charterer is permitted to make
a Charter Payment under Section 14 (w)(i) of the Loan  Agreement;  but shall not
make more than two Charter Hire payments in any given calendar month.

     C. Charterer  shall not make any deductions  from the Charter Hire,  except
with respect to the following:

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<PAGE>


         1. Time actually lost by reason of action or failure to act of Owner or
Owner's creditors or claimants other than Charterer or its affiliates, except to
the extent such delays were caused or contributed to by Charterer.

         2. Any  disbursements  for Owner's  account,  provided  Owner agrees in
writing.

         3.  Any  previous   overpayments   of  Charter   Hire,   excluding  any
overpayments of Charter Hire concerning  which a bonafide dispute may exist, but
in the latter event Owner shall furnish an adequate bank guarantee or other good
and sufficient security on request of Charterer.

         4. Any sums to which Charterer is entitled under Article 12 herein.

     D. ITGV shall be jointly and severally liable with ITGPB for payment of all
Charter Hire payments.

                                    ARTICLE 4
                                 ON-HIRE SURVEY

     A. As the immediate prior  sub-charterer of the Vessel,  Charterer  accepts
the Vessel As-Is And  Where-Is  and the parties  agree not to require an on-hire
survey.  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  or U. S. Coast Guard required  documents,
certificates,  or  certifications  required to operate in U.S.  waters,  if any,
discovered  at any  time  prior  to or  during  this  Charter  shall be the sole
responsibility  of Charterer and any such damage or deficiency  shall not in any
way alter, amend or excuse Charterer's obligations under this Charter.

     B. Charterer's acceptance of the Vessel under this Charter shall constitute
an admission by Charterer of full  performance by Owner of its obligations  with
respect to the  condition of the Vessel on Delivery  per Article 5.  Thereafter,
Charterer  shall not be  entitled to make or assert any claim  against  Owner on
account of agreement,  representation  or warranty,  either  express or implied,
with respect to the condition,  seaworthiness or fitness of the Vessel.  Failure
of Charterer to make an inspection of the Vessel and its appurtenances  shall be
entirely at its own risk.

                                    ARTICLE 5
                             DELIVERY OF THE VESSEL

     A. The Vessel will be delivered  by Owner  hereunder to Charterer as is and
where is at the Port of Palm Beach, Florida as of the date hereof ("Delivery").

     B.   Representatives  of  Owner  and  Charterer  shall  jointly  execute  a
Certificate of Delivery and  Acceptance,  in the form attached hereto and marked
as Appendix B, acknowledging the delivery and receipt of the Vessel.

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<PAGE>

     C. At the time of Delivery the Vessel shall be fully  classed by Det Norske
Veritas,  free  of all  outstanding  recommendations,  and  shall  have  all her
certificates,  including those, if any, issued by the United States Coast Guard,
current and not extended.  If any of the Vessel's  classification or Coast Guard
certificates  require  renewal at the time of Delivery,  such renewals  shall be
paid for by  Charterer.  Charterer  shall keep the  Vessel's  documentation  and
classification  certificates  in full force and  effect  during the term of this
Charter or any extensions  thereof,  providing  copies of such  certificates  to
Owner when  issued,  and shall  renew all such  certificates  at the time of any
Redelivery  under  Article 13 whether or not due for renewal,  unless  otherwise
agreed to by the  parties.  Further,  subject to the prior  written  approval of
Owner, such approval not to be unreasonably  withheld,  Charterer may change the
Vessel's classification society.

     D.  Concurrently  with the  Delivery of the Vessel  hereunder,  Owner shall
assign  to  Charterer  all of  its  rights,  title  and  interest  in and to any
warranties and guaranties which Owner may have, provided that the same, if still
in effect,  shall be reassigned to Owner upon  Redelivery of the Vessel.  If any
such  warranty or guaranty is not fully  assignable  to  Charterer,  Owner shall
cooperate with Charterer to enforce its rights thereunder.

                                    ARTICLE 6
                         USE AND OPERATION OF THE VESSEL

     A.  Charterer  shall  have the full use of the Vessel  and,  subject to the
trading  limits of Article 23 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 Charterer 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.

     B. During the Charter Period the Vessel shall be under the complete control
of Charterer,  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 Charterer's use and operation of the Vessel.  Nothing herein  contained shall
be construed as  constituting  any implied  restriction  on  Charterer's  right,
during the Charter Period,  consistent  with this Charter,  to employ the Vessel
for its own  account or for the  account  of others,  either on a voyage or time
charter basis, as Charterer may from time to time determine,  provided  however,
Charterer  must  first  obtain  written  consent  of Owner,  which  shall not be
unreasonably  withheld  or  delayed,  before  entering  into any  voyage or time
charter other than in the ordinary course of business.

     C. This Charter is a full and complete  demise of the Vessel to  Charterer.
From the time of delivery to the termination of the Charter, at its own expense,
Charterer  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. Charterer shall be responsible for all
charges  and  expenses  of  every  kind  and  nature  whatsoever  incidental  to
Charterer's use and operation of the Vessel under the Charter  including without
limitation fuel,  lubricating oil, and water.  Charterer shall return the Vessel
to Owner at the  expiration of this Charter in the same good order and condition
as when received,  reasonable wear and tear excepted, in accordance with Article
13 herein.

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<PAGE>

     D. 1.  Except for a lien for wages of a  stevedores,  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, Charterer will not create or suffer
to be continued any security interest, lien, encumbrance or charge on the Vessel
or any income therefrom. In due course, and in any event within thirty (30) days
after  the  same  becomes  due and  payable,  Charterer  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 the Vessel or any income
therefrom, and will cause the Vessel 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,  Charterer  shall  within  ten (10) days
thereafter  cause the Vessel to be  released  and  discharged.  Charterer  shall
remain  liable for the payment of Charter Hire  throughout  any of the foregoing
events.

     E. Charterer 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  frequently  than as
required by the applicable  classification society rules, and when drydocking is
due,  Charterer  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  Charterer's  account,
regardless of whether Owner's repairs,  if any, are concurrently made,  provided
that  Owner's  repairs do not delay the  operation of the Vessel or increase the
cost to Charterer.

     F. Charterer 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  Vessel  or  the  ownership,  use,  operation,  registration,
documentation  or  maintenance  thereof during the term of the Charter or on any
Charter  Hire or other  amounts  payable  hereunder,  other than taxes and other
charges imposed on or measured by the net income or capital of Owner.

     G.  Notwithstanding  anything  herein to the  contrary,  until such time as
Charterer  has applied for and obtained an Alcoholic  Beverage  License from the
State of Florida,  Palm Beach  Maritime  Corporation  shall  continue to conduct
certain operations and concessions necessary for the sale of alcoholic beverages
and  shall  be  entitled  to   reimbursement   from  Charterer  of  the  actual,
out-of-pocket costs incurred by Owner in connection therewith.

                                    ARTICLE 7
                        CONTINUED REGISTRATION OF VESSEL

     The  Vessel  shall be kept  documented  under  the laws and flag of  Panama
during the period of this Charter.

                                       5
<PAGE>


                                    ARTICLE 8
                        EQUIPMENT, OUTFIT AND FURNISHINGS

     Charterer shall have the use,  without extra cost, of all equipment  (which
shall include  equipment for cabin,  crew,  and galley,  navigational  aids, and
technical equipment,  furnishings,  furniture, and fittings) outfit, appliances,
tools,  spare and replacement parts,  non-consumable  stores,  crockery,  linen,
etc.,  as may be on board or  installed  upon the  Vessel  (as  confirmed  by an
inventory  conducted  by Owner  and  Charterer)  on  delivery  of the  Vessel to
Charterer,  but shall  exclude  all gaming  devices and  related  equipment  and
materials.  The same or their substantial  equivalent,  excluding gaming devices
and related  equipment and materials and all other equipment leased by Charterer
from third  parties,  shall be returned to Owner (as  confirmed  by an inventory
conducted by Owner and  Charterer)  on Redelivery of the Vessel in the same good
order and condition as when received,  normal wear and tear excepted.  Charterer
shall  from time to time  during  the  Charter  period,  replace  such  items of
equipment  as shall be so  damaged  or worn as to be unfit for use.  Should  the
inventory at Redelivery show missing items of equipment, Charterer shall replace
the item or pay such excess to Owner.

                                    ARTICLE 9
                                    INVENTORY

     Charterer  owns  and  has  paid  for  all  inventory,   including,  without
limitation,  all consumable  stores on board the Vessel at the time of Delivery.
Accordingly,  Owner  is not  entitled  to any  payment  for the  inventory,  and
Charterer  shall  have the right to remove the  inventory  from the Vessel on or
prior to Redelivery and to retain ownership thereof.

                                   ARTICLE 10
                                   ALTERATIONS

     A. From time to time after delivery of the Vessel into Charterer's service,
Charterer  may  make  structural  and  other  alterations  to  the  Vessel,  its
machinery,  or electrical  equipment,  only with Owner's prior written approval,
which shall not be unreasonably withheld, provided the alterations to the Vessel
and its  equipment  are  returned  to  their  original  state at or prior to the
termination  of this  Charter  and  Redelivery  of the  Vessel to Owner.  Owner,
however,  has the  option to  retain  any  alterations  made by  Charterer  at a
mutually agreed price. In addition,  leased equipment may be placed on board the
Vessel by Charterer.  At the time of Redelivery,  Owner has the right at Owner's
expense to continue the lease for such equipment  should the lease permit or may
require  Charterer to have such  equipment  removed.  As to equipment  otherwise
placed aboard the Vessel by Charterer,  Charterer shall have the right to remove
same upon Redelivery,  provided that if Owner desires to retain the equipment on
board the Vessel,  it may purchase the equipment at a price to be agreed upon at
the time of Redelivery.  Any additions or alterations  permitted by this Article
are subject to approval by the Vessel's classification society and, if required,
the U. S. Coast Guard.  Notwithstanding  anything to the  contrary  contained in
this Charter,  Charterer shall not have the right to remove any gaming equipment
other than in accordance  with that certain Master Lease  Agreement  (Palm Beach
Princess and Empress II Gaming Equipment), dated as of July 6, 2004, between PDS
Gaming  Corporation,  as Lessor,  and Charterer and ITGV  ("Master  Lease"),  as
lessee, without the prior written approval of PDS Gaming Corporation and Owner.

                                       6
<PAGE>

     B. Charterer's  house colors are currently  painted on the Vessel,  and the
Vessel  shall  continue  to be so  painted  during  the  term of  this  Charter.
Charterer  shall  have the right to  rename  the  Vessel,  and shall pay for all
associated  costs  therefor.  Prior to  Redelivery,  Charterer  shall rename the
Vessel at its  expense  in  accordance  with  Owner's  reasonable  instructions.
However,  Owner  shall in no  event  have  the  right to the use of  Charterer's
trademark following Redelivery.

     C. The Vessel  shall be kept  painted and metal  surfaces  preserved at all
times,  and  Charterer  shall  maintain  the  Vessel in as good a  condition  as
delivered, normal wear and tear excepted.

                                   ARTICLE 11
                                    INSURANCE

     A. 1. Charterer  shall, at all times during the period of this Charter,  at
its own cost and expense,  carry and maintain on the Vessel  insurance  coverage
covering  all  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 the Vessel,
and such crew  insurance as is required,  in order to  completely  protect Owner
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 Owner shall approve.  Charterer agrees to
pay all deductibles and franchises provided for in said insurance policies.

         2. The Vessel  shall be covered by Hull and  Machinery,  Marine and War
Risk insurances in the amount of at least Six Million  Dollars  ($6,000,000.00),
during the entire  duration of this Charter and shall include an endorsement for
acts of terror.

         3. The Vessel shall be entered for Protection  and Indemnity  insurance
with a Protection and Indemnity  Association or Club, or Charterer  shall obtain
such liability insurance coverage,  covering customary  protection and indemnity
liabilities  as outlined in this Article 11 in an amount not less than the value
of the Vessel,  and covering  pollution  liability in the amount of  Twenty-Five
Million  ($25,000,000.00)  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.  Charterer  will have  Owner  named as a  co-insured  or  additional
insured in all policies of insurance  including the waiver of subrogation of any
and all claims against Owner.

     B. Notwithstanding  anything herein to the contrary,  in the event that any
of the insurance,  to be provided by Charterer, by reason of an act, omission or
neglect of  Charterer,  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,
Charterer  shall  indemnify,  defend and hold  harmless  Owner  against all such
losses, claims and/or demands.

                                       7
<PAGE>

     C. Losses under any insurance provided for in this Article 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 the Vessel,
the insurance  proceeds  shall be paid to Owner and shall be applied by Owner to
reduce any amounts due and payable by Charterer hereunder.

     D. Charterer shall promptly furnish Owner with full  information  regarding
any  casualty or other  accident or damage to the Vessel  involving an amount in
excess of Fifty Thousand Dollars ($50,000.00).

                                   ARTICLE 12
                                   INDEMNITIES

     A. 1.  CHARTERER  SHALL ASSUME THE DEFENSE OF,  INDEMNIFY AND HOLD HARMLESS
OWNER AGAINST ANY LIEN OR CLAIM OF  WHATSOEVER  NATURE ON THE VESSEL AND AGAINST
ANY CLAIMS OF THIRD PARTIES  AGAINST  OWNER OR THE VESSEL 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 THE 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 THE VESSEL BY
CHARTERER,  OR OUT OF ANY ACT OR NEGLECT ON  CHARTERER'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
VESSEL OR SHOULD THE VESSEL BE LEVIED AGAINST, ARRESTED OR TAKEN INTO CUSTODY BY
VIRTUE OF A LEGAL PROCEEDING ARISING OUT OF THE USE, OPERATION OR CUSTODY OF THE
VESSEL BY CHARTERER OR OUT OF ANY ACT OR NEGLECT ON  CHARTERER'S  PART OR ON THE
PART  OF  CHARTERER'S  EMPLOYEES,  AGENTS,   REPRESENTATIVES,   OR  CONTRACTORS,
CHARTERER  SHALL  IMMEDIATELY  NOTIFY  OWNER OR OWNER SHALL  IMMEDIATELY  NOTIFY
CHARTERER AS THE CASE MAY BE, AND CHARTERER SHALL TAKE IMMEDIATE  ACTION TO FREE
THE  VESSEL  FROM THE  CLAIM,  DEMAND OR LIEN  THEREUPON  PLACED  AND OBTAIN THE
RELEASE OF THE VESSEL FROM CUSTODY OR ARREST.

         3. IN THE EVENT THAT CHARTERER FAILS TO FULFILL ITS  OBLIGATIONS  UNDER
THIS ARTICLE, OWNER MAY UNDERTAKE SAME AT THE EXPENSE OF CHARTERER.

     B. 1. OWNER  SHALL  ASSUME THE  DEFENSE  OF,  INDEMNIFY  AND HOLD  HARMLESS
CHARTERER  AGAINST  ANY LIEN OR CLAIM OF  WHATSOEVER  NATURE ON THE  VESSEL  AND
AGAINST  ANY  CLAIMS  OF  THIRD  PARTIES  AGAINST  CHARTERER  OR THE  VESSEL  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 VESSEL BY OWNER OR OUT OF
ANY ACT OR  NEGLECT  ON OWNER'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 VESSEL OR SHOULD THE VESSEL BE
LEVIED  AGAINST,  ARRESTED  OR TAKEN INTO  CUSTODY ALL DURING THE PERIOD OF THIS
CHARTER  BY VIRTUE OF LEGAL  PROCEEDING  ARISING  OUT OF THE USE,  OPERATION  OR
CUSTODY OF THE  VESSEL BY OWNER OR OUT OF ANY ACT OR NEGLECT ON OWNER'S  PART OR
ON THE  PART OF  OWNER'S  EMPLOYEES,  AGENTS,  REPRESENTATIVES  OR  CONTRACTORS,
CHARTERER SHALL  IMMEDIATELY  NOTIFY OWNER AND OWNER SHALL TAKE IMMEDIATE ACTION
TO FREE THE VESSEL FROM THE CLAIM,  DEMAND OR LIEN  THEREUPON  PLACED AND OBTAIN
THE RELEASE OF THE VESSEL FROM CUSTODY OR ARREST.

                                       8
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         3. IN THE EVENT  OWNER  FAILS TO  FULFILL  ITS  OBLIGATIONS  UNDER THIS
ARTICLE, CHARTERER MAY UNDERTAKE SAME AT THE EXPENSE OF OWNER.

                                   ARTICLE 13
                           TERMINATION AND REDELIVERY

     A. Upon expiration or termination of the Charter Period,  Charterer  shall,
at its expense  redeliver the Vessel  ("Redelivery")  (unless lost or declared a
constructive  total loss) to Owner at any port identified by Owner provided such
port is at or within one hundred (100) nautical miles of the Port of Palm Beach,
Florida, or such other port mutually agreed upon. The Vessel will be redelivered
in the  same  good  order  and  condition  in  which  it had been at the time of
delivery under this Charter,  reasonable  wear and tear excepted.  Acceptance of
the Vessel by Owner shall be conclusive evidence of Charterer's  compliance with
any and all of  Charterer's  obligations  under this Charter with respect to the
Vessel's class and condition at the time of Redelivery.

                                       9
<PAGE>

     B. No further Charter Hire shall accrue after the expiration of the Charter
Period.  Interest on unpaid  Charter  Hire then due shall  accrue at the rate of
fifteen percent (15%) per annum.

                                   ARTICLE 14
                                EVENTS OF DEFAULT

     Should  Charterer  fail to pay Charter Hire or any other payment  hereunder
when due, or otherwise  breach in any material  respect any of its  undertakings
herein,  Charterer shall (except in accordance with Section 3B hereof) be deemed
to be in  default.  Owner  may,  after  notifying  Charterer  in  writing of the
default,  and after giving Charterer thirty (30) days from the receipt of notice
to remedy any default (other than a Charter Hire or other payment  default which
requires ten (10) days written notice),  withdraw the Vessel from the service of
Charterer and  immediately  terminate  this  Charter.  Any  termination  of this
Charter, as provided in this Article 14, shall be without prejudice to any claim
Owner may have against  Charterer  pursuant to this Charter,  including  cost of
Redelivery to the Port of Palm Beach, Florida.

                                   ARTICLE 15
                      REQUISITION OR SEIZURE OR FORFEITURE

     A.  Requisition of the use of the Vessel by any government or  governmental
authority on a bareboat, time or voyage charter basis, or on any other basis not
involving requisition of title to or seizure or forfeiture of the Vessel, during
the Charter Period even though at the time of such  requisition  Charterer 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
Charter.  Charterer  shall  continue  to make  payment of Charter  Hire  without
interruption  or  abatement  and shall remain  liable for all other  obligations
under this  Charter  and shall be entitled  to the total  amount of  requisition
charter hire and any other amount payable with respect to such requisition.  The
foregoing  provisions  shall be  without  prejudice  to the  rights of Owner and
Charterer  against  other  parties in respect of any such  charges or  expenses.
Owner  undertakes,  insofar  as any such  rights  are  vested  in it, to take at
Charterer's request and expense all reasonable steps to enforce such rights, and
any sums  recovered  from other  parties in respect of such  charges or expenses
shall be retained by or payable to Charterer.

     B. In the event that title to the Vessel shall be requisitioned,  or if the
Vessel  should be seized by, or forfeited  to, any  government  or  governmental
authority,  during  the  Charter  Period,  and  such  requisition,   seizure  or
forfeiture  shall not result from any act or omission of Charterer  (even though
at the time of such  requisition or seizure or forfeiture  Charterer  shall have
been deprived of, or limited in, the use of the Vessel to any extent and for any
duration,  for whatever  cause),  Charterer shall forthwith  notify Owner of the
facts and  circumstances  of such  requisition,  seizure or forfeiture  and this
Charter  shall  terminate.  However,  Owner  shall  be  entitled  to any and all
proceeds  or  amounts  received  from  any  governmental   agency  or  authority
representing payment for charter hire and/or the value of the Vessel at the time
of requisition or seizure.

                                       10
<PAGE>

                                   ARTICLE 16
                               INSPECTION BY OWNER

     Owner or its authorized  representative  may inspect the Vessel at any time
during the  currency of this  Charter upon  reasonable  notice to Charterer  and
provided such inspection does not delay the Vessel's employment.

                                   ARTICLE 17
                            LIMITATIONS AND BENEFITS

     Nothing contained herein shall be deemed to prohibit or deny to Owner or to
Charterer the benefit of any  limitations  of, and  exemptions  from,  liability
accorded to the owners,  bareboat  charterers,  and  operators of Vessels by any
statute  or rule  or law in  force  at the  time  such  benefit,  limitation  or
exemption is invoked.

                                   ARTICLE 18
                           ASSIGNMENT AND SUB CHARTER

     Neither  Owner nor  Charterer  may assign this  Charter  nor may  Charterer
sub-demise charter the Vessel, without the express written consent of Owner. The
parties to this Charter  shall remain  responsible  for its  performance  in the
event of any assignment thereof.

                                   ARTICLE 19
                                 SALE OF VESSEL

     A.  Upon  termination  of this  Charter  for any  reason,  but prior to any
Redelivery  hereunder,  ITGPB or ITGV may  purchase  the Vessel  (together  with
everything belonging to the Vessel, including the hull, machinery and tackle, as
well as all other associated and installed  equipment which may be on board, but
excluding  gaming devices and related  equipment and material) from Owner or may
purchase all of the membership  interests of Owner (the "Membership  Interests")
from PBE upon the following terms and conditions.

     B. The purchase price for the Vessel or the Membership  Interests,  if ITGV
or ITGPB elects to purchase either under this Article 19, shall be the appraised
value  of  the  Vessel  which  shall  be  determined   upon  the  refitting  and
refurbishing of the Vessel (the "Purchase Option Exercise Price.

     C. ITGPB or ITGVB may  exercise  this option to purchase by giving  written
notice to Owner and PBE within ten (10) days after  termination  of this Charter
for any reason of its intent to purchase the Vessel or the Membership  Interests
on a mutually acceptable closing date.

     D. If ITGPB or ITGV elects to exercise the option to purchase the Vessel or
the  Membership  Interests (in either case,  "Purchaser"),  Owner or PBE, as the
case may be, must sell, and Purchaser must purchase,  the Vessel,  together with
everything  belonging to such Vessel,  including the hull, machinery and tackle,
as well as all other  associated and installed  equipment which may be on board,
excluding all gaming devices and related equipment and materials,  or all of the
Membership  Interests,  as the case may be.  Closing  shall be set at a mutually
agreeable date and location for the  consummation of the sale,  which date shall
not be more than ninety (90)

                                       11
<PAGE>

days after the  termination of this Charter for any reason,  and Charterer shall
continue to pay Charter  Hire for any period after  termination  of this Charter
until closing of such sale.

     E. At closing, Purchaser shall pay to Owner or PBE, as the case may be, the
Purchase Option  Exercise Price less credits for the following:  (i) for the Net
Ship  Investment  (as defined in the Original  Sub-Charter),  an amount equal to
$10,228,758  except to the extent  such Net Ship  Investment  shall be  credited
toward  payment  of the  purchase  price for the casino  cruise  ship Palm Beach
Princess; (ii) for the Assignment Option Prepayments (as defined in the Original
Sub-Charter)  made  under  the  Original  Sub-Charter,  $0  (being  that no such
payments were made);  (iii) all amounts in excess of $6,000,000 paid by ITGPB or
ITGV (or  International  Thoroughbred  Breeders,  Inc)  prior to the date of the
appraisal of the Vessel for  improvements to the Vessel;  and (iv) the aggregate
amount of the  payments  made to PDS Gaming  Corporation  by the ITGV  Borrowers
under the Loan  Agreement on account of the portion of the debt  relating to the
Vessel as set forth on  Schedule  I hereto.  Payment  shall be made as  mutually
agreeable  between  Owner or PBE, as the case may be, and ITGV or ITGPB,  as the
case may be, or in the absence of any such agreement,  by electronic transfer to
Owner or PBE, in  accordance  with Owner's or PBE's written  instructions.  Upon
payment of the Purchaser  Option  Exercise Price less the amounts to be credited
as  described  above,  all rights,  title and  interest in said Vessel or in the
Membership Interests shall pass to Purchaser.

     F. At closing,  (i) Owner shall furnish Purchaser an executed and notarized
Bill of Sale, in duplicate,  transferring title to such purchaser and warranting
that the Vessel is free from all mortgages,  liens and  encumbrances of any kind
whatsoever (other than those, if any, arising out of Charterer's use,  operation
or custody of the Vessel under this Charter and those existing prior to the date
hereof),  or (ii)  PBE  shall  furnish  Purchaser  an  executed  assignment,  in
duplicate,  transferring  title to the  Membership  Interests to  Purchaser  and
warranting that such Membership Interests are free and clear from all mortgages,
liens and encumbrances of any kind whatsoever.

     G.  Passage  of title  from  Owner  or PBE to  Purchaser  shall  constitute
acknowledgement  by  Purchaser  that the  Vessel  is in a  condition  completely
acceptable to Purchaser,  and Purchaser will  thereafter  have no warranty claim
against Owner or PBE for any defects in such Vessel,  whether  patent or latent,
it being  specifically  understood  and agreed that  subsequent  to the parties'
inspection of the Vessel, as specified in Article 4, at the time of the on- hire
survey  the sale of the  Vessel is "as is,  where  is," with  Purchaser  relying
solely on its own examination  and inspection of the Vessel at such survey,  and
without any  representation  or warranty by Owner,  expressed or implied,  as to
seaworthiness,  condition or suitability  for any particular  purpose,  trade or
service,  but with full warranty of title except for those mortgages,  liens and
encumbrances  of any kind  whatsoever  arising  out of  Charterer's  prior  use,
operation or custody of the Vessel under this Charter.  Purchaser  agrees to pay
any sales or use taxes,  assessments  or charges which may apply to the purchase
of the  Vessel or the  Membership  Interests,  except  income or other  taxes or
assessments based upon revenues, earnings or assets.

                                   ARTICLE 20
                                  GOVERNING LAW

The interpretation of this entire agreement shall be governed by the Maritime
Law of the United States of America and by the laws of the State of Florida.

                                       12
<PAGE>


     If any provision of this Charter 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 Charter.

     The terms and provisions of this Charter  constitute  the entire  agreement
between  the  parties   hereto  and  this  Charter   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  or in  such  written  amendment  or
supplement shall be of any force or effect.

                                   ARTICLE 21
             JURISDICTION, WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES

     A. 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 Charter,  except for an in rem action against the Vessel, may be
brought in the United States District Court for the Southern District of Florida
("District of Florida"),  (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 Florida,  and any claim that any
such action or proceeding brought in the District of Florida has been brought in
an  inconvenient  forum,  (iii) submits to the in personam  jurisdiction  of the
District of Florida 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 Florida lacks  jurisdiction  over a matter  arising out of or based upon this
Charter,  excluding any in rem action against the Vessel,  the Circuit Court for
the State of Florida in Palm Beach County, Florida ("Florida State Court") shall
then have non-exclusive jurisdiction and all other provisions of this Article 20
shall remain valid and enforceable in such court.

     B. Each of the parties agrees and  acknowledges  that any controversy  that
may arise under this  Charter,  whether  filed in the  District of Florida,  the
Florida 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 Charter, or
the breach, termination or validity of this Charter.

     C. 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 Charter, or the breach,  termination or
validity of this Charter.

                                   ARTICLE 22
                               LOSS AFTER DELIVERY

     A. If the  Vessel  becomes  an actual  total  loss  during any term of this
Charter and prior to any sale to Charterer,  this Charter shall

                                       13
<PAGE>

terminate  as of  the  date  of  the  actual  loss.  If  the  Vessel  becomes  a
constructive or compromised total loss under the insurances,  this Charter shall
terminate,  but payment of Charter Hire shall continue until the underwriters or
Charterer  in the case of  self-insurance  remit to Owner,  the proceeds of said
insurance.

     B.  No  tender  or  abandonment  of the  Vessel  to the  underwriters  as a
constructive total loss shall be made without the prior approval of Owner, which
approval will not be unreasonably withheld.

                                   ARTICLE 23
                                    LOG BOOKS

     Charterer's  crew  shall  maintain  full and  complete  logs and at Owner's
request, Charterer shall furnish to Owner true copies of said logs.

                                   ARTICLE 24
                                 TRADING LIMITS

     During any term of this  Charter,  the parties  agree that the Vessel shall
have a trading limit of inland, tributary, coastal and nearby adjacent waters of
the United States East Coast; Bahamas; Gulf of Mexico; and Caribbean.

                                   ARTICLE 25
                           BUSINESS POLICY PROVISIONS

     Charterer 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 Charterer  under this Charter.
Charterer  agrees that all financial  settlements and reports  rendered to Owner
under this  Charter  will,  to the best of its  knowledge  and  belief,  reflect
properly the facts about all activities and transactions handled for the account
of Charterer which data may be relied upon as being complete and accurate in any
further  recording and reporting made by Owner for whatever  purpose.  Charterer
agrees to notify Owner promptly upon discovery of any instances  where Charterer
fails to comply with provisions above.

                                   ARTICLE 26
                         ANTI-DISCRIMINATION PROVISIONS

     During the  performance of this Charter,  and any and all  supplements  and
amendments  hereunder to the extent applicable,  Charterer agrees to comply with
requirements of the Federal Government as more particularly  specified that both
parties  understand  Charterer  is an Equal  Opportunity  Employer  and will not
engage in any conduct or practice which  violates any  applicable  law, order or
regulation  prohibiting  discrimination  against  any  person by reason of race,
color, religion, national origin, sex or age or on account of being handicapped,
a disabled veteran or a veteran of the Vietnam era.

                                       14
<PAGE>

                                   ARTICLE 27
                                     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 OWNER:
Cruise Holdings II, LLC
One East 11th Street, Suite 500
Riviera Beach, Florida 33404
Telefax Number:  561-845-1201
Telephone Number:  561-845-2101

TO CHARTERER:
ITG Palm Beach, LLC
One East 11th Street, Suite 500
Riviera Beach, Florida 33404
Telefax Number:  561-845-1201
Telephone Number:  561-845-2101

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

IN WITNESS WHEREOF, the parties hereto have executed this Charter as of the 13th
day of July, 2005.

CHARTERER:                                    OWNER:

ITG PALM BEACH, LLC                           CRUISE HOLDINGS II, LLC



By:                                           By:
   -----------------------------------           -------------------------------
   Francis X. Murray                             Francis X. Murray
   Vice President, of ITG Vegas, Inc.            President of Palm Beach
   as Sole Member and Manager                    Maritime Corporation,
                                                 as Sole Member and Manager

ITG VEGAS, INC.



By:
   ----------------------------------
   Francis X. Murray
   Vice President

                                       15


<PAGE>

ORIGINAL CHARTERER:

PALM BEACH EMPRESS, INC.



By:
   ----------------------------------
   Francis X. Murray
   President



PALM BEACH MARITIME CORPORATION



By:
   ----------------------------------
   Francis W. Murray
   President





                                       16

<PAGE>

                                   Appendix A

                                    BIG EASY

The BIG EASY is the Ship and General  Improvement at and on the maritime  vessel
named the BIG EASY, a casino cruise ship (United States Official Number 998517).
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.

<PAGE>

                                   Appendix B

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

Cruise  Holdings II, LLC,  Owner,  acting  through its authorized  agents,  does
hereby deliver to ITG Palm Beach,  LLC the United States  Official Number 998517
(hereinafter  the  "Vessel"),  pursuant to the terms of Bareboat  Charter of the
Casino Cruise Ship BIG EASY previously executed by the parties.

ITG Palm Beach, LLC, as Charterer,  acting through its authorized agent,  hereby
accepts  physical  delivery  of the Vessel in  accordance  with the terms of the
aforesaid mentioned agreement at the time, date and place set forth herein.

Delivered  and Accepted at    hours  Eastern  Daylight  Time s of this _____ day
of July, 2005 at Palm Beach, Florida.

Accepted:     Delivered:

CHARTERER:                                   OWNER:

ITG PALM BEACH, LLC                          CRUISE HOLDINGS II, LLC



By:                                          By:
   -------------------------------------        -------------------------------
   Francis X. Murray                            Francis X. Murray
   Vice President                               President of Palm Empress, Inc.,
                                                as Sole Member and Manager



ITG VEGAS, INC.



By:
   -------------------------------------
   Francis X. Murray
   Vice President





<PAGE>
<TABLE>

                                   SCHEDULE 1
                              AMORTIZATION SCHEDULE

                                   Rate 16.54%

           Big Easy Vessel
Date Sched.    Balance         Interest      Principal *          Investment          Payment
-----------    -------         --------      -----------          ----------          -------
<CAPTION>
<S>        <C>             <C>            <C>                <C>                <C>
   7/6/04  $ 6,000,000.00  $            - $ (6,000,000.00)   $  (6,000,000.00)  $            -
   8/1/04    6,000,000.05       70,687.23           (0.05)                  -        70,687.18
   9/1/04    6,000,000.05       82,695.00               -                   -        82,695.00
  10/1/04    6,000,000.05       82,695.00               -                   -        82,695.00
  11/1/04    6,000,000.05       82,695.00               -                   -        82,695.00
  12/1/04    6,000,000.05       82,695.00               -                   -        82,695.00
   1/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
   2/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
   3/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
   4/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
   5/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
   6/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
   7/1/05    6,000,000.05       82,695.00               -                   -        82,695.00
  7/13/05    6,000,000.05               -               -                   -                -
   8/1/05    5,910,992.51       82,695.00       89,007.54                   -       171,702.54
   9/1/05    5,820,758.22       81,468.25       90,234.29                   -       171,702.54
  10/1/05    5,729,280.28       80,224.60       91,477.94                   -       171,702.54
  11/1/05    5,636,541.55       78,963.81       92,738.73                   -       171,702.54
  12/1/05    5,542,524.64       77,685.63       94,016.91                   -       171,702.54
   1/1/06    5,447,211.95       76,389.85       95,312.69                   -       171,702.54
   2/1/06    5,350,585.61       75,076.20       96,626.34                   -       171,702.54
   3/1/06    5,252,627.52       73,744.45       97,958.09                   -       171,702.54
   4/1/06    5,153,319.32       72,394.34       99,308.20                   -       171,702.54
   5/1/06    5,052,642.40       71,025.62      100,676.92                   -       171,702.54
   6/1/06    4,950,577.90       69,638.04      102,064.50                   -       171,702.54
   7/1/06    4,847,106.70       68,231.34      103,471.20                   -       171,702.54
   8/1/06    4,742,209.41       66,805.25      104,897.29                   -       171,702.54
   9/1/06    4,635,866.37       65,359.50      106,343.04                   -       171,702.54
  10/1/06    4,528,057.66       63,893.83      107,808.71                   -       171,702.54
  11/1/06    4,418,763.07       62,407.95      109,294.59                   -       171,702.54
  12/1/06    4,307,962.13       60,901.60      110,800.94                   -       171,702.54
   1/1/07    4,195,634.08       59,374.49      112,328.05                   -       171,702.54
   2/1/07    4,081,757.87       57,826.33      113,876.21                   -       171,702.54
   3/1/07    3,966,312.16       56,256.83      115,445.71                   -       171,702.54
   4/1/07    3,849,275.32       54,665.70      117,036.84                   -       171,702.54
   5/1/07    3,730,625.42       53,052.64      118,649.90                   -       171,702.54
   6/1/07    3,610,340.22       51,417.34      120,285.20                   -       171,702.54
   7/1/07    3,488,397.19       49,759.51      121,943.03                   -       171,702.54
   8/1/07    3,364,773.48       48,078.83      123,623.71                   -       171,702.54
   9/1/07    3,239,445.93       46,374.99      125,327.55                   -       171,702.54
  10/1/07    3,112,391.05       44,647.66      127,054.88                   -       171,702.54
  11/1/07    2,983,585.04       42,896.53      128,806.01                   -       171,702.54
  12/1/07    2,853,003.76       41,121.26      130,581.28                   -       171,702.54
   1/1/08    2,720,622.74       39,321.52      132,381.02                   -       171,702.54
   2/1/08    2,586,417.18       37,496.98      134,205.56                   -       171,702.54
   3/1/08    2,450,361.93       35,647.29      136,055.25                   -       171,702.54
   4/1/08    2,312,431.50       33,772.11      137,930.43                   -       171,702.54
   5/1/08    2,172,600.05       31,871.09      139,831.45                   -       171,702.54
   6/1/08    2,030,841.37       29,943.86      141,758.68                   -       171,702.54
   7/1/08    1,887,128.90       27,990.07      143,712.47                   -       171,702.54
   8/1/08    1,741,435.71       26,009.35      145,693.19                   -       171,702.54
   9/1/08    1,593,734.51       24,001.34      147,701.20                   -       171,702.54
  10/1/08    1,443,997.62       21,965.65      149,736.89                   -       171,702.54
  11/1/08    1,292,196.98       19,901.90      151,800.64                   -       171,702.54
  12/1/08    1,138,304.14       17,809.70      153,892.84                   -       171,702.54
   1/1/09      982,290.28       15,688.68      156,013.86                   -       171,702.54
   2/1/09      824,126.16       13,538.42      158,164.12                   -       171,702.54
   3/1/09      663,782.14       11,358.52      160,344.02                   -       171,702.54
   4/1/09      501,228.18        9,148.58      162,553.96                   -       171,702.54
   5/1/09      336,433.82        6,908.18      164,794.36                   -       171,702.54
   6/1/09      169,368.18        4,636.90      167,065.64                   -       171,702.54
   7/1/09           (0.04)       2,334.32      169,368.22                   -       171,702.54

                           $ 3,222,054.06 $          0.04    $  (6,000,000.00)  $ 9,222,054.10
                           ============== ===============    ================   ==============
</TABLE>
------------------------------
* The ITG Borrowers have the right to defer up to $3,000,000 in principal amount
for the portion of the Refinancing not related to equipment.

                                                        17

<PAGE>