STIPULATION AND AGREEMENT

 

                                                                  EXHIBIT 10.1

                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY

ROBERT J. QUIGLEY, FRANK A.                             )
LEO AND THE FAMILY INVESTMENT                           )
TRUST (Henry Brennan as Trustee),                       )
                                                        )
                           Plaintiffs,                  )
                                                        )

                  v.                                    )        C.A. No. 15919
                                                        )
NUNZIO P. DeSANTIS, MICHAEL                             )
ABRAHAM, ANTHONY COELHO, KENNETH                        )
W. SCHOLL, JOSEPH ZAPPALA,                              )
JOSEPH A. CORAZZI, and LAS VEGAS                        )
ENTERTAINMENT NETWORK, INC., a                          )
Delaware corporation,                                   )
                                                        )
                           Defendants,                  )
                                                        )

                  and                                   )
                                                        )

INTERNATIONAL THOROUGHBRED                              )
BREEDERS, INC., a Delaware                              )
corporation,                                            )
                                                        )
                           Nominal Defendant.           )
                                                        )
                                                        )
- -------------------------------------
                                                        )
                                                        )
INTERNATIONAL THOROUGHBRED                              )
BREEDERS, INC., a Delaware                              )
corporation,                                            )
                                                        )
                  Nominal Defendant and                 )
                  Counterclaim Plaintiff,               )

                                                        )
         v.                                             )
                                                        )

ROBERT J. QUIGLEY, FRANK A.                             )
LEO, FRANCIS W. MURRAY and                              )
CHARLES R. DEES, JR.,                                   )
                                                        )
                  Counterclaim Defendants.              )

                            STIPULATION AND AGREEMENT
                      OF COMPROMISE, SETTLEMENT AND RELEASE

                  The parties to the above-captioned consolidated civil action,
individually, hereby enter into the following Stipulation and Agreement of
Compromise, Settlement and Release (the "Stipulation") subject to the approval
of the Court:

                  WHEREAS,

                  A. International Thoroughbred Breeders, Inc., a Delaware
corporation ("ITB"), was founded in 1980 by Robert E. Brennan ("Brennan"), who
served as ITB's Chairman of the Board and Chief Executive Officer until 1995. By
December 1996, ITB had approximately 11.6 million shares outstanding, which were
owned by approximately 30,000 stockholders and traded on the American Stock
Exchange ("AMEX").

                  B. In August 1995, Brennan filed a voluntary petition for
bankruptcy protection in the United States Bankruptcy Court for the District of
New Jersey (the "New Jersey Bankruptcy Court"), captioned In the Matter of
Robert E. Brennan, Case No. 95-35502 (KGF) (USBC Dist. NJ) (the "Brennan
Bankruptcy Action"), as a result of a $75 million civil judgment against him in
favor of the Securities and Exchange Commission ("SEC") on a matter unrelated to
ITB. Brennan's bankruptcy estate included 2,904,016 shares of ITB common stock,
representing approximately 25% of ITB's then outstanding common stock.

                  C. Solely as a result of the SEC civil judgment against
Brennan, in late October 1995, the New Jersey Department of Law and Public
Safety, Division of Gaming Enforcement ("DGE") filed a complaint with the New
Jersey Casino Control Commission ("CCC") seeking to bar ITB's subsidiaries,
Garden State Race Track, Inc. and Freehold Racing Association, from conducting
business with any casino licensee. In response to the DGE complaint, Brennan
resigned

                                       -2-

from his positions at ITB and its subsidiaries. Pursuant to a settlement with
the DGE, Brennan agreed to divest his approximately 25% interest in ITB.

                  D. On December 5, 1996, Brennan entered into a stock purchase
agreement (the "Stock Purchase Agreement") in which he agreed to sell all of his
ITB shares to NPD, Inc. ("NPD"), which is owned 78% by Nunzio P. DeSantis
("DeSantis") and 22% by Anthony Coelho ("Coelho"). The purchase price for
Brennan's ITB shares was $11,616,064 (subject to certain potential post-closing
adjustments), half of which was payable at closing and half in the form of a
note in the amount of $5,808,032, plus interest (the "NPD Note"). The Stock
Purchase Agreement also provided that NPD would establish an unsecured $5
million revolving line of credit in favor of ITB (the "Revolving Line of
Credit"). Pursuant to the Stock Purchase Agreement, NPD pledged the purchased
shares as security for NPD's performance under the NPD Note, which shares are
currently held in escrow by Brennan's counsel, Cole, Schotz, Meisel, Forman &
Leonard, P.C. ("Cole Schotz"). Pursuant to the Stock Purchase Agreement, NPD
granted options to purchase portions of the purchased shares to (i) Robert Green
("Green"), (ii) AutoLend Group, Inc. ("AutoLend"), a publicly traded corporation
in which DeSantis is the chief executive officer and a substantial stockholder
and both DeSantis and Coelho are directors, and (iii) DeSantis.

                  E. On December 20, 1996, the ITB board of directors (the "ITB
Board") adopted a by-law provision requiring the affirmative vote of not less
than 75% of the entire ITB Board to effectuate certain transactions, including:
(i) a merger; (ii) the purchase or sale of assets for proceeds of at least $1
million; (iii) the issuance of capital stock, options, warrants or securities;
(iv) the execution of any employment, consulting or similar agreements with
officers, directors or key employees; (v) the borrowing of $3 million or more by
ITB; (vi) the filling of any vacancy on the

                                       -3-

ITB Board; (vii) the determination of management's nominees for election to the
ITB Board; and (viii) any future amendments by the ITB Board to ITB's by-laws
(the "Supermajority By-law").

                  F. On January 10, 1997, the New Jersey Bankruptcy Court
approved the first amendment to the Stock Purchase Agreement (the "First
Amendment") and authorized Brennan to sell his ITB shares to NPD in accordance
with the First Amendment. The First Amendment provides for limited guarantees by
DeSantis and AutoLend of NPD's obligations, and for AutoLend to pledge
$2,000,000 in cash collateral to Brennan to secure its guaranty, which
$2,000,000 is being held in escrow by Brennan's counsel, Cole Schotz, in an
interest-bearing account.

                  G. Upon the closing of the Stock Purchase Agreement on January
15, 1997, defendants DeSantis, Coelho, Kenneth S. Scholl ("Scholl"), Michael
Abraham ("Abraham") and Joseph Zappala ("Zappala") (collectively, the "Director
Defendants") became directors of ITB, representing a majority of the ITB Board.
However, Zappala's appointment to the ITB Board did not become effective until
January 25, 1997.

                  H. The Director Defendants contend that the ITB Board repealed
the Supermajority By-law during March 1997 in connection with the CSFB Loan
Agreement (defined below).

                  I. On September 10, 1997, a verified complaint was filed in
the Delaware Court of Chancery (the "Delaware Court") captioned John Mariucci,
Robert J. Quigley, Charles R. Dees, Jr., James J. Murray, Francis W. Murray,
Frank A. Leo and The Family Investment Trust (Henry Brennan as Trustee) v.
Nunzio P. DeSantis, Michael Abraham, Anthony Coelho, Kenneth W. Scholl and
Joseph Zappala and ITB (nominal defendant), C.A. No. 15918 (the "Section 225
Action"). The complaint in the Section 225 Action sought a declaration that
Frank Koenemund, John Mariucci and James W. Murray are directors of ITB and that
the individual defendants therein were never validly

                                       -4-

appointed to the ITB Board. Plaintiffs in the Section 225 Action alleged that
the resignations of Koenemund, Mariucci and Murray from the ITB Board in January
1997 were ineffective because NPD failed to lend monies to ITB pursuant to the
Revolving Line of Credit. The Delaware Court dismissed the Section 225 Action on
October 14, 1997.

                  J. On or about September 10, 1997 a verified derivative
complaint captioned Robert J. Quigley, Frank A. Leo and The Family Investment
Trust (Henry Brennan as Trustee) v. Nunzio P. DeSantis, Michael Abraham, Anthony
Coelho, Kenneth W. Scholl, Joseph Zappala, Joseph A. Corazzi and Las Vegas
Entertainment Network, Inc. and International Thoroughbred Breeders, Inc., C.A.
No. 15919-NC, was filed in the Delaware Court, alleging that the defendants
therein (collectively, the "Defendants") acted in contravention of ITB's
by-laws, Delaware law and the individual Defendants' fiduciary duties (the
"Quigley Action").

                  K. The complaint in the Quigley Action challenges certain
actions or transactions which were purportedly undertaken by ITB and various of
the Defendants since January 1997, allegedly at the behest of the Defendants and
purportedly without the requisite vote necessary under the Supermajority By-law,
in contravention of Delaware law and the Director Defendants' fiduciary duties,
including:

               (1) A loan agreement (the "CSFB Loan Agreement") in
which Credit Suisse First Boston Mortgage Capital LLC ("CSFB") loaned $55
million to ITB (the "CSFB Loan") in exchange for (i) a first mortgage on the
land and buildings comprising the former El Rancho Hotel and Casino in Las
Vegas, Nevada owned by Orion Casino Corporation ("Orion"), a wholly-owned
subsidiary of International Thoroughbred Gaming Development Corporation, a
wholly-owned subsidiary of ITB, as described in Schedule K(1) attached hereto
and incorporated herein by reference (the "El Rancho Property"), (ii) a first
mortgage on the land and buildings comprising

                                       -5-

Garden State Race Track ("Garden State"), and (iii) a third mortgage on the land
and buildings comprising Freehold Raceway ("Freehold"). In connection with the
CSFB Loan Agreement, CSFB was granted warrants to purchase 546,847 ITB shares
immediately, and is entitled to receive warrants to purchase an additional
497,153 ITB shares upon the provision of additional funding to ITB.

                           (2) An agreement (the "Tri-Party Agreement") among
ITB, CSFB and Las Vegas Entertainment Network, Inc. ("LVEN"), of which Defendant
Joseph Corazzi ("Corazzi") is an officer and director, pursuant to which ITB
issued (i) 2,093,868 ITB shares to Casino-Co Corporation ("Casino-Co"), a
subsidiary of LVEN, purportedly in exchange for the satisfaction and
cancellation of a $10.5 million note from ITB to LVEN plus accrued interest and
(ii) 232,652 ITB shares to CSFB in consideration for CSFB's consent to such
transaction with LVEN. In connection with the Tri-Party Agreement, LVEN and
Casino-Co granted to DeSantis a proxy to vote the 2,093,868 ITB shares. The
Tri-Party Agreement also obligated ITB to issue additional ITB shares to LVEN in
exchange for the cancellation of LVEN's contingent, future interest in the
profits of the undeveloped El Rancho Property (the "Future Interest Purchase"),
and to issue additional shares of ITB stock to CSFB in consideration for CSFB's
consent to the Future Interest Purchase.

                           (3) An agreement between ITB and LVEN (the
"Bi-Lateral Agreement"), which allegedly would reduce ITB's recovery on its
investment in the El Rancho Property if the Future Interest Purchase is not
completed.

                           (4) A letter agreement between ITB and D&C Gaming
Corporation, a Delaware corporation ("D&C Gaming"), which is owned by DeSantis
and Corazzi, pursuant to which ITB paid D&C Gaming $600,000 for an option to
purchase potential leasehold interests in certain New Mexico racetracks (the
"New Mexico Leases").

                                       -6-

                           (5) The purchase of a racetrack in Ontario, Canada
(the "Ontario Racetrack"), by a company in which DeSantis holds an 80% interest.

                           (6) Agreements granting DeSantis, Coelho and Zappala
certain compensation packages, benefits and options to purchase ITB shares,
including:

                                    (a) An agreement between ITB and DeSantis
granting DeSantis options to purchase 5 million shares of ITB stock, which
options are subject to stockholder approval.

                                    (b) An agreement between ITB and Coelho
granting Coelho options to purchase 1 million shares of ITB stock, which options
are subject to stockholder approval.

                                    (c) An employment agreement obligating ITB
to pay DeSantis $450,000 in base salary per year for ten years, plus bonuses,
six weeks paid vacation, $1,500 per month car allowance and a $5,000 per month
"non-accountable expense account."

                                    (d) Consulting contracts obligating ITB to
pay each of Zappala and Coelho $10,000 per month, on a month-to-month basis.

                  L. The complaint in the Quigley Action alleges, among other
things, that the Director Defendants (i) ignored and continuously violated the
requirements of the Supermajority ByLaw; (ii) improperly and erroneously
announced that the Supermajority By-Law had been repealed; (iii) distorted ITB
Board minutes relating to the purported repeal of the Supermajority By-Law; (iv)
caused ITB to approve the Tri-Party Agreement, the Bi-Lateral Agreement and the
CSFB Loan Agreement in contravention of the Supermajority By-Law, Delaware law,
their fiduciary duties and in order to promote the interests of LVEN, DeSantis
and Corazzi; (v) caused ITB to enter into wasteful compensation, employment and
consulting agreements favoring DeSantis, Coelho and Zappala; (vi) caused ITB to
enter into the letter agreement with D&C Gaming in connection with the New
Mexico Leases in order to benefit DeSantis and Corazzi; (vii) usurped corporate

                                       -7-

opportunities relating to the New Mexico Leases and the Ontario Racetrack; and
(viii) manipulated ITB Board processes for their own advantage in contravention
of their fiduciary duties. The Quigley Action seeks a declaratory judgment that
the actions taken by the Director Defendants in alleged contravention of the
Supermajority By-Law, Delaware law and the fiduciary obligations of the Director
Defendants are void and should be rescinded. The Quigley Action also seeks to
recover alleged damages suffered by ITB in connection with the challenged
actions.

                  M. Defendants in the Quigley Action, except Corazzi (who filed
a motion to dismiss for lack of personal jurisdiction), filed answers to the
complaint in the Quigley Action denying the material allegations of the
complaint. Defendant ITB also asserted counterclaims (the "Counterclaims")
against plaintiffs Robert J. Quigley ("Quigley") and Frank A. Leo ("Leo"), and
joined the following persons as counterclaim-defendants: Francis W. Murray
("Murray") and Charles R. Dees, Jr. ("Dees") (collectively, the
"Counterclaim-Defendants").

                  N. ITB's Counterclaims challenge certain actions or
transactions purportedly taken by some or all of the Counterclaim-Defendants, in
contravention of Delaware law and the Counterclaim-Defendants' fiduciary duties,
including:

                           (1) The adoption of the Supermajority By-law by the
Counterclaim-Defendants on December 20, 1996, allegedly without disclosing its
adoption (i) in ITB's January 15, 1997 Information Statement filed with the SEC
or in any other SEC filings, (ii) to NPD, or (iii) to the Director Defendants,
who allegedly did not learn of the existence of the Supermajority By-law until
approximately March 1997.

                           (2) The Counterclaim-Defendants' continued assertions
that the Supermajority By-law was not validly repealed by the ITB Board.

                                       -8-

                           (3) The Counterclaim-Defendants' alleged continued
affiliation with Brennan, which has been the subject of a CCC and DGE
investigation.

                           (4) The Counterclaim-Defendants' alleged interference
with ITB's ability to engage a new independent auditor after ITB's former audit
firm, Moore Stephens, P.C., was terminated by ITB on or about August 6, 1997, in
the Counterclaim-Defendants' belief that a larger national firm would better
serve ITB's needs. ITB was delayed in retaining a new outside audit firm, and as
a result, was unable to comply with certain SEC reporting requirements, thereby
resulting in the suspension of trading in ITB stock on AMEX.

                           (5) The alleged purchase by Counterclaim-Defendants
Murray and Leo of a Florida cruise ship which is used for gaming.

                           (6) The alleged use of corporate charge cards and
cellular phones belonging to ITB for non-ITB business by Murray, and the
purchase by Murray, at ITB's expense, of computer and office equipment, which
has not yet been returned to ITB.

                           (7) The Counterclaim-Defendants' alleged attempts to
interfere with the discharge of duties by ITB employees.

                  O. ITB's Counterclaims allege that the Counterclaim-Defendants
(i) enacted, asserted the validity of, and opposed the removal of, the
Supermajority By-law purportedly in order to aid Brennan in continuing to
exercise control and influence over the business affairs of ITB; (ii) improperly
interfered with ITB's ability to arrange a second tranche of financing for ITB
from CSFB because of their continued assertion that the Supermajority By-law has
not been repealed; (iii) improperly interfered with ITB's ability to engage
independent auditors, thereby causing ITB to be delinquent in its SEC filings
and causing the suspension of trading in ITB's stock on AMEX; (iv) used
corporate funds for their personal benefit (Murray only); and (v) usurped ITB
corporate

                                       -9-

opportunities by acquiring interest in a Florida cruise ship used for gaming
(Murray and Leo only). The Counterclaims seek (i) injunctive relief enjoining
the Counterclaim-Defendants from, among other things, interfering in ITB's
day-to-day business operations, (ii) the establishment of a constructive trust
over certain assets purportedly owned or controlled by Murray and Leo, (iii) a
declaratory judgment that the purported Supermajority By-Law has been repealed,
and (iv) money damages.

                  P. The Counterclaim-Defendants denied all of the
Counterclaims. In further response to the Counterclaims, Murray brought a
counterclaim against ITB (the "Murray Counterclaim") alleging that ITB
wrongfully terminated Murray from his position at ITB and failed to pay certain
compensation to Murray. ITB filed an answer to the Murray Counterclaim denying
all material allegations therein.

                  Q. On or about September 11, 1997 a separate verified
derivative complaint captioned James Rekulak v. Nunzio P. DeSantis, Michael
Abraham, Anthony Coelho, Kenneth W. Scholl, Joseph Zappala, Joseph A. Corazzi
and Las Vegas Entertainment Network, Inc. and International Thoroughbred
Breeders, Inc., C.A. No. 15920-NC, was commenced in the Delaware Court alleging
that the defendants therein acted in contravention of ITB's by-laws, Delaware
law and the Director Defendants' fiduciary duties (the "Rekulak Action"). The
allegations made and the relief sought in the Rekulak Action are virtually
identical to those in the Quigley Action.

                  R. On or about October 30, 1997 a separate complaint captioned
Robert Wm. Green v. Nunzio P. DeSantis, Joseph Corazzi, Anthony Coelho, Las
Vegas Entertainment Network, Inc. and NPD, Inc. was filed in the United States
District Court for the District of New Jersey, alleging that the defendants
therein acted in contravention of ITB's by-laws, their fiduciary duties,

                                      -10-

and their contractual obligations in connection with Green's interests
pertaining to ITB (the "Green Action").

                  S. On or about November 17, 1997 a separate complaint
captioned NPD, Inc. v. Robert J. Quigley, Francis W. Murray, Frank A. Leo,
Charles R. Dees, Jr., John Mariucci, Frank Koenemund and James J. Murray, C.A.
No. 97-CV-5657, was filed in the United States District Court for the District
of New Jersey, alleging fraudulent and conspiratorial conduct by the defendants
therein in connection with the Stock Purchase Agreement (the "NPD Action").

                  T. Brennan contends in the Brennan Bankruptcy Action that NPD,
and thereby DeSantis and Coelho, breached their obligations under the Stock
Purchase Agreement to, among other things, fund the Revolving Line of Credit,
and that certain other actions taken by certain of the Defendants and NPD, as
alleged in the complaint in the Quigley Action, purportedly undermined the
ability of Brennan's bankruptcy estate to collect on the NPD Note, diluted and
devalued the ITB shares pledged by NPD pursuant to the Stock Purchase Agreement,
and allegedly interfered with the ability of Brennan's bankruptcy estate to
realize appreciation on the ITB shares (collectively, the "Bankruptcy Claims").
Accordingly, Brennan issued subpoenas in connection with the Brennan Bankruptcy
Action to compel the examination of two ITB officers. In response, a Stipulation
and Order was entered by the New Jersey Bankruptcy Court permitting Brennan, his
trustee in the Brennan Bankruptcy Action, Donald F. Conway (the "Bankruptcy
Trustee"), the unsecured creditors committee in the Brennan Bankruptcy Action
and the SEC to participate in certain discovery in the Quigley Action and the
Rekulak Action.

                  U. On January 14, 1998, the Quigley Action and the Rekulak
Action (collectively, the "Derivative Action") were consolidated by order of the
Delaware Court. Thereafter, the Delaware Court scheduled trial of the Derivative
Action to commence in late May

                                      -11-

1998. "Plaintiffs" hereinafter refers to the plaintiffs and Counterclaim-
Defendants in the Derivative Action.

                  V. On or about February 24, 1998, a complaint captioned Myron
Harris, derivatively on behalf of International Thoroughbred Breeders, Inc., a
Delaware corporation v. Nunzio P. DeSantis, Anthony Coelho, Kenneth W. Scholl,
Michael Abraham, Joseph Zappala, Frank A. Leo, Robert J. Quigley, Charles R.
Dees, Jr., and Francis W. Murray, C.A. No. 98-CV-517 (JBS) was filed in the
United States District Court for the District of New Jersey (the "Harris
Action"). The factual allegations and claims asserted in the Harris Action are
virtually identical to those in the Derivative Action, including the
Counterclaims. The defendants in the Harris Action have collectively moved to
dismiss the complaint on the grounds that the claims are duplicative of those
asserted in the prior pending Delaware Action in the Delaware Court, and that
judicial and party resources would be conserved if all such claims were pursued
in the Derivative Action. The Harris Action and the Actions (as defined below)
are sometimes hereafter collectively referred to as the "Litigations."

                  W. During the discovery in the Derivative Action, the parties
commenced (but did not complete) the production of documents, commenced the
deposition of Christopher C. Castens (ITB's general counsel), completed the
deposition of James J. Murray (a former ITB director), and commenced the
deposition of Roger A. Tolins (ITB's former outside counsel). As a result of the
parties' settlement agreement (the "Settlement") set forth in this Stipulation,
further discovery in the Derivative Action was discontinued.

                  X. In January 1998, the parties began negotiations regarding
the possible settlement of the Quigley Action, the Green Action, the NPD Action,
and the Bankruptcy Claims (collectively the "Actions"). Following vigorous and
protracted negotiations regarding the terms of

                                      -12-

the possible settlement of the Actions, the parties agreed to the Settlement.
The plaintiff in the Rekulak Action has agreed to dismiss his action with
prejudice upon the Delaware Court Approval (as defined in subsection 2(a) 
below).

                  Y. In anticipation of the Settlement and the sale of the El
Rancho Property contemplated thereby, LVEN is negotiating the possible sale of
the El Rancho Property with third parties. In that regard, on March 27, 1998,
LVEN entered into an Acquisition Agreement (the "APW Acquisition Agreement"), by
and between itself and American Pastime West II LLC ("APW") pursuant to which
the entire El Rancho Property may be sold, subject to various enumerated terms
and conditions and pursuant to and in accordance with the Settlement. Pursuant
to the APW Acquisition Agreement, and subject to the various conditions,
representations and warranties therein, including without limitation,
representations and warranties by LVEN and APW, the El Rancho Property would be
sold for Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000) (the "El
Rancho Purchase Price"), which El Rancho Purchase Price would be distributed in
accordance with the following schedule, to the extent such moneys exist: (i)
first, $44.2 million to either CSFB, to be applied in reduction of the CSFB Loan
in accordance with the terms of the CSFB Approval Agreement (as defined below),
or to any Alternative Lender (as defined below) in accordance with any agreement
therewith, as the case may be; (ii) second, to LVEN's share (as provided in the
APW Acquisition Agreement) of the costs of the closing of the sale of the El
Rancho Property; (iii) third, $4.375 million to Francis A. Zarro, Jr. (a
principal of APW); (iv) fourth, $7.1 million to DeSantis, less any amounts paid
to DeSantis or NPD pursuant to the Settlement; (v) fifth, $1 million to Zappala
(of which $200,000 will be paid by Zappala to ITB pursuant to Section 7 below);
and (vi) last, any remaining balance to LVEN.

                                      -13-

                  Z. On April 17, 1998, the ITB Board authorized the exploration
of strategic opportunities for ITB, including a possible merger or sale of all
of the Company's assets, and the possible hiring of a financial advisor to
assist in that activity. In connection with the ITB Board's exploration of
strategic opportunities for ITB, ITB negotiated an asset purchase/lease
agreement with Greenwood New Jersey, Inc. ("Greenwood"), a wholly-owned
subsidiary of Greenwood Racing, Inc. which is the operator of Philadelphia Park.
Subject to the satisfaction of numerous conditions by Greenwood and ITB,
including the receipt of a fairness opinion by the ITB Board and approval of the
transaction by the holders of a majority of ITB's common stock, Greenwood will
purchase all of the real property and related assets at Freehold and will lease
the real property and related assets at Garden State (the "Greenwood
Transaction"). Greenwood will purchase Freehold for $33 million cash and a $12
million non-contingent note payable in full within seven years after closing.
ITB also will receive $10 million in contingent notes from Greenwood, including
(i) a $5 million note payable in the event Greenwood receives, within three
years of closing, all approvals necessary to operate an off-track betting
facility ("OTB Facility") at Garden State; (ii) a $3 million note payable in the
event New Jersey enacts legislation within three years of closing that would
permit Garden State or Freehold to own and operate OTB Facilities other than at
Garden State; and (iii) a $2 million note payable in the event New Jersey enacts
legislation within three years of closing that permits Greenwood to engage in
New Jersey-based telephone account pari-mutuel wagering on horse racing and
through which Greenwood opens new accounts from New Jersey residents. Greenwood
Racing, Inc. will guarantee the performance by Greenwood of all obligations
under the notes and the notes will be secured by junior mortgages on Freehold.
The purchase price will be increased as follows: (i) if within five years of
closing, New Jersey enacts legislation permitting the operation of slot machines
at Garden State, Freehold or any OTB Facilities owned and operated by Greenwood
as a

                                      -14-

result of Greenwood's ownership of either Garden State or Freehold, Greenwood
will pay 10% of the gross wins from the slot machines for ten years; (ii) if
within two years of closing, New Jersey requires a portion of Atlantic City
casino gambling revenues to be paid to New Jersey race tracks, including Garden
State and Freehold, Greenwood will pay 50% of the net cash received for four
years; and (iii) if within two years of closing, New Jersey enacts any subsidy
that would produce direct measurable financial benefit to Garden State and/or
Freehold, Greenwood will pay 50% of net cash received for four years. In
addition, Greenwood will lease Garden State for $100,000 per year for seven
years, renewable for an additional three years. During the lease term, Greenwood
will have the option to purchase a ten acre parcel at fair market value, and
will have certain rights of first refusal in the event ITB seeks to sell Garden
State. In connection with the Greenwood lease, ITB may not sell Garden State to
any entity during the first year of the lease, and during the four years after
closing, ITB may not sell Garden State to any entity that will use Garden State
for horse racing or gambling. The foregoing is a summary, and the complete terms
of the proposed Greenwood Transaction will be available in ITB's public filings.
The proposed Settlement of the Actions is not dependent upon the consummation of
the Greenwood Transaction.

                  AA. In connection with the negotiations regarding the
Settlement of the Actions, and because CSFB would be affected by the terms of
the Settlement and because numerous defaults exist under the CSFB Loan Agreement
which ITB has requested that CSFB waive, the Plaintiffs began negotiations with
CSFB regarding the possible alteration of the CSFB Loan Agreement and the terms
of the CSFB Loan. In order to effectuate and reflect the terms of the
Settlement, CSFB and ITB are negotiating an agreement (the "CSFB Approval
Agreement") to be effective immediately upon the execution thereof by ITB, its
subsidiaries and CSFB following the unanimous approval thereof by the entire ITB
Board (the "CSFB Effective Date"), except with respect to those

                                      -15-

agreements contained therein which, by their terms, only become effective upon
the LVEN Effective Date or the NPD Effective Date (each as hereinafter defined),
as applicable. In the event that ITB and CSFB are unable to agree upon the terms
of the CSFB Approval Agreement, ITB expects to complete a financing arrangement
with an alternative lender (the "Alternative Lender"), to be entered into by the
parties thereto and approved by LVEN pursuant to Section 24 below, in order to
pre-pay the CSFB Loan and to proceed with this Settlement (the "Alternative
Financing Agreement").

                  BB. On May 18, 1998, the New Jersey Bankruptcy Court in the
Brennan Bankruptcy Action issued, ex parte, a temporary restraining order, as
amended by consent on May 27, 1998 (the "TRO"), which restrains and enjoins
Henry Brennan, as trustee for The Family Investment Trust, from transferring,
hypothecating, lending, distributing, disposing, concealing, dissipating or
otherwise effecting any change in the legal or beneficial interest in any
assets, funds or other property of The Family Investment Trust and any interest
therein. Although The Family Investment Trust (Henry Brennan as Trustee) has
agreed to settle the Actions pursuant to the terms of this Stipulation, as a
result of the TRO Henry Brennan is currently unable to execute this Stipulation.
Henry Brennan is promptly undertaking to obtain relief from the TRO in order to
execute this Stipulation.

                  CC. The parties to the Actions, through their attorneys, have
conducted extensive investigation and evaluation of the facts and legal
principles underlying their respective claims. In connection with their
investigation and evaluation, the parties' counsel have carefully reviewed
thousands of pages of documents produced in connection with the Section 225
Action and the Derivative Action, conducted factual and legal research
concerning the viability of their claims, conducted several formal and informal
fact interviews with relevant knowledgeable persons, and took certain
depositions.

                                      -16-

                  DD. After considering all of the above, all parties to the
Actions have concluded that: (i) under all of the circumstances, there are
uncertainties as to whether the various parties will prevail on their respective
claims raised in the Actions; (ii) continued prosecution of the Actions will be
costly; (iii) the Settlement as hereinafter described will benefit ITB and its
over 30,000 public stockholders; and (iv) under all of the circumstances
presented, further prosecution of the Actions or of any other actions between or
among the parties based upon the Settled Claims (as defined below) would not be
in the best interests of ITB or its stockholders. All parties to the Actions
therefore consider it desirable and in the best interests of the stockholders of
ITB to resolve finally all matters at issue in the Actions, and to that end, to
settle the Actions upon the terms hereinafter set forth.

                  EE. All parties in the Actions have vigorously denied, and
continue to deny, all liability with respect to the claims in the Actions, deny
that they engaged in any wrongdoing, including, without limitation, deny that
they committed any violation of law, deny that they breached any fiduciary
duties, and deny that any of them are subject to any liability whatsoever by
reason of the matters complained of in the Actions. The parties to the Actions
have nevertheless agreed, in the interests of all concerned, including ITB's
public stockholders, to settle and compromise the Actions on terms hereinafter
set forth in order to avoid further substantial expense to the parties, avoid
the inconvenience and distraction of burdensome and protracted litigation, and
in order to put to rest and finally terminate the Settled Claims (as hereinafter
defined).

                  NOW, THEREFORE, IT IS STIPULATED AND AGREED, subject to the
approval of the Delaware Court pursuant to Rule 23.1 of the Rules of the Court
of Chancery, as follows:

                                      -17-

                                 THE SETTLEMENT

                  1. Upon the execution of this Stipulation by all persons and
entities hereto (the "Signing Date"), the parties shall immediately effect a
standstill of all of their respective proceedings as to the other parties hereto
in the Actions.

                  2. The Settlement shall be effective with respect to LVEN,
Corazzi, Casino-Co, CountryLand Properties, Inc. and Las Vegas Communications
Corporation (collectively, the "LVEN Parties") and, only to the extent necessary
under Section 4 hereof, to the other parties to this Stipulation, upon the date
on which the last of the following approvals is received and action is taken
(the "LVEN Effective Date"):

                           (a) execution of this Stipulation by The Family
Investment Trust (Henry Brennan as Trustee) and the final approval by the
Delaware Court of the Settlement and the expiration of all appeal periods, as
set forth in Section 20 below ("Delaware Court Approval"); and

                           (b) full execution of the CSFB Approval Agreement or
the Alternative Financing Agreement, as the case may be, and LVEN's approval
thereof as provided in Section 24 below.

                  3. The Settlement shall be effective with respect to all
parties other than the LVEN Parties upon the date on which the last of the
following approvals is received and action is taken (the "NPD Effective Date"):

                           (a) Delaware Court Approval;

                           (b) full execution of the CSFB Approval
Agreement or the Alternative Financing Agreement;

                           (c) approval by the New Jersey Bankruptcy
Court in the Brennan Bankruptcy Action (the "Brennan Bankruptcy Approval") of
(i) the assumption by ITB of the NPD

                                      -18-

Note in accordance with the terms of, and following the satisfaction of the
conditions with respect thereto set forth in, the CSFB Approval Agreement or the
Alternative Financing Agreement, as the case may be, (ii) the return of the $2.0
million cash collateral held by Cole Schotz to AutoLend plus all interest
actually accrued thereon in the account(s) in which the same has been
maintained, (iii) the release of claims as provided in Section 15 below and
Exhibit A hereto, (iv) the execution of this Stipulation by Brennan and (v) the
delivery by the Bankruptcy Trustee of releases substantially in the form
attached hereto as Exhibit A to all parties to the Stipulation and to CSFB in
the event the CSFB Approval Agreement is executed by ITB and CSFB (the
"Bankruptcy Trustee Releases");

                           (d) approval by the United States Bankruptcy Court
for the District of New Mexico (the "New Mexico Bankruptcy Court") with respect
to the AutoLend bankruptcy (the "AutoLend Bankruptcy Approval") of (i) the
termination of AutoLend's option to purchase the NPD Shares, (ii) the repayment
at a discount of the loan from AutoLend to NPD related to NPD's purchase of the
NPD Shares, and the termination of the related security documents, (iii) the
release of claims as provided in Section 15 below and Exhibit A hereto; and (iv)
the assumption of ITB's office lease in Albuquerque, New Mexico;

                           (e) each of Green, Casino-Co, LVEN, AutoLend and
DeSantis shall immediately and automatically release any and all of his or its
respective interests in and to the NPD Shares (collectively, the "NPD Pledge
Release") and shall, in form reasonably satisfactory to ITB and NPD, have
represented, warranted and certified such release in writing to ITB and NPD; and

                           (f) the Bankruptcy Trustee shall have delivered the
Bankruptcy Trustee Releases.

                  4. Upon the LVEN Effective Date, the parties agree as follows:

                                      -19-

                           (a) The Bi-Lateral Agreement and the Tri-Party
Agreement shall be deemed terminated immediately and automatically, and shall be
of no further force or effect.

                           (b) ITB shall: (i) deposit into escrow (the
"Escrow"), with an escrow agent (the "Escrow Agent") to be mutually agreed upon
by the Plaintiffs and Defendants, an executed and otherwise recordable Grant,
Bargain and Sale Deed (the "Deed"), with the "Grantee" name in blank, to the El
Rancho Property, such deed to be held in Escrow, subject to the provisions of
subsection 4(c) below in the event the CSFB Approval Agreement is executed by
ITB and CSFB, for a period commencing on the date of mailing of the Notice of
this Settlement to ITB's stockholders (the "Mailing Date") as required under
Section 21 below and ending on the earlier to occur of (A) the two hundred and
seventieth (270th) day thereafter, or (B) any earlier date or event provided for
in the CSFB Approval Agreement or the Alternative Financing Agreement, as the
case may be (the "Escrow Period"); (ii) execute appropriate escrow instructions
for the Escrow Agent, in customary form and mutually agreeable to the parties,
incorporating the terms hereof and the applicable terms set forth on Schedule
4(b), and otherwise specifically granting to LVEN the right to make a
Disposition Sale (as defined in subsection 4(b)(6) below) of the El Rancho
Property in accordance with the terms of the Stipulation, subject, however, to
the rights of either CSFB or the Alternative Lender with respect to the El
Rancho Property as set forth in the CSFB Approval Agreement or the Alternative
Financing Agreement, as the case may be; and (iii) provide appropriate limited
representations and warranties, in the form provided in Schedule 4(b) attached
hereto and incorporated herein by reference, to any purchaser of the El Rancho
Property if required in order to effect a Disposition Sale. During the Escrow
Period, LVEN will have, and is hereby granted, the exclusive right to make a
Disposition Sale of the El Rancho Property, subject, however, to the rights of
either CSFB or the Alternative Lender with respect to the El Rancho Property as
set forth

                                      -20-

in the CSFB Approval Agreement or the Alternative Financing Agreement, as the
case may be, and the rights of ITB under subsection 4(b)(4) below, upon the
following terms:

                                    (1) ITB will continue to be responsible for
all operating costs incurred in the ordinary course of business (including
existing interest and other financing costs), but expressly excluding all
improvements or other capital expenditures associated with its ownership of the
El Rancho Property ("Carrying Costs"), during the one hundred twenty (120) day
period immediately following the Mailing Date (the "LVEN Exclusive Marketing
Period"), plus the Carrying Costs during an additional period of up to sixty
(60) days following the end of the LVEN Exclusive Marketing Period in the event
the LVEN Effective Date has not occurred (the "Extension Period"). After the
expiration of the LVEN Exclusive Marketing Period and the Extension Period, if
any, and through the remainder of the Escrow Period, LVEN shall pay ITB on or
before the fifth day of each consecutive calendar month, in advance, 50% of the
Carrying Costs for such calendar month; provided that if LVEN fails timely to
pay its share of the Carrying Costs for any month, the Escrow and the Escrow
Period shall immediately and automatically terminate. If the LVEN Exclusive
Marketing period terminates on other than the first day of a calendar month,
LVEN shall also pay ITB a pro rata portion of its share of Carrying Costs,
determined by the Per Diem Rate (as hereinafter defined), for the period from
and including the first calendar day following the termination of the LVEN
Exclusive Marketing Period and the Extension Period, if any, through the end of
that calendar month, such payment to be made on the first calendar day following
termination of the LVEN Exclusive Marketing Period and the Extension Period, if
any. LVEN's payment of its share of the Carrying Costs shall be in cash (US
dollars) by wire transfer of immediately available funds pursuant to written
wire transfer instructions given by ITB to LVEN from time to time and received
by LVEN at least two (2) business days prior to the date a payment is due. The
parties

                                      -21-

agree that the Carrying Costs, on a per diem basis, are Three Thousand One
Hundred and Sixty-One Dollars ($3,161.00) (the "Per Diem Rate"). Notwithstanding
the foregoing, the parties agree that nothing contained in this Stipulation,
including, without limitation, any agreement by LVEN to pay all or any portion
of the Carrying Costs, shall abrogate, terminate or modify, in any respect,
ITB's obligation to make all payments to CSFB as and when required under the
CSFB Loan Agreement.

                                    (2) LVEN shall provide the Escrow Agent and
ITB with prior written notice of a Disposition Sale no less than five (5)
business days prior to the proposed closing date for such Disposition Sale or
such longer period as may be required by the Escrow Agent. LVEN shall deliver to
ITB and the Escrow Agent, within three (3) business days of the execution
thereof, any agreement (including any letter of intent) or amendment thereto
entered into by or on behalf of LVEN with respect to a Disposition Sale. LVEN
shall immediately provide ITB with copies of all notices given to or received by
or on behalf of LVEN with respect to any Disposition Sale.

                                    (3) Prior to the expiration of the Escrow
Period, the Escrow Agent shall have the authority and the obligation to transfer
title to the El Rancho Property to any person or entity (including LVEN and its
subsidiaries, affiliates or other designee) designated in writing to the Escrow
Agent and ITB by LVEN, subject, however, to the rights of either CSFB or the
Alternative Lender with respect to the El Rancho Property as set forth in the
CSFB Approval Agreement or the Alternative Financing Agreement, as the case may
be, upon (i) the closing of a Disposition Sale (the "LVEN Closing"), (ii) the
immediate payment by LVEN or the purchaser upon the LVEN Closing of (A) $44.2
million in immediately available funds, which shall be paid directly by the
purchaser to either CSFB or the Alternative Lender, as the case may be, to
satisfy any and all mortgages of such parties on the El Rancho Property (the "El
Rancho Mortgage"), if required

                                      -22-

under either the CSFB Approval Agreement or the Alternative Financing Agreement,
as the case may be, and (B) an amount to ITB, paid in immediately available
funds, equal to the customary transaction costs, if any, incurred by ITB to
effect a Disposition Sale and the Carrying Costs incurred by ITB (less those
Carrying Costs actually received by ITB from LVEN during that period) during the
period from the end of the LVEN Exclusive Marketing Period and the Extension
Period, if any, through the date of the LVEN Closing and (iii) if the LVEN
Closing occurs within the LVEN Exclusive Marketing Period, then LVEN shall be
entitled to an offset against the payments under clause (ii) above equal to (A)
the Per Diem Rate, multiplied by (B) the number of days remaining in the LVEN
Exclusive Marketing Period following the date of the LVEN Closing. All payments
to ITB, CSFB or the Alternative Lender shall be in immediately available funds
by wire transfer pursuant to wire instructions given by ITB, CSFB or the
Alternative Lender, respectively. Any obligation of ITB to pay Carrying Costs
shall immediately cease upon the closing of a Disposition Sale.

                                    (4) Following the expiration of the LVEN
Exclusive Marketing Period, ITB shall have the right to commence marketing
and/or negotiations for a sale or refinancing of the El Rancho Property by ITB
pursuant to subsection 4(b)(5) below or subsection 4(d)(2) below, as applicable,
contingent upon the expiration and termination of the Escrow Period and the
non-occurrence of an LVEN Closing during the Escrow Period.

                                    (5) In the event that an LVEN Closing does
not occur within the LVEN Exclusive Marketing Period, ITB shall have the right
to sell (as defined in subsection 4(d)(3) below) the El Rancho Property prior to
the expiration of the Escrow Period for an amount not less than $56.2 million
(which includes $44.2 million to be paid directly by the purchaser to either
CSFB or the Alternative Lender, if required by the CSFB Approval Agreement or
the Alternative Financing

                                      -23-

Agreement, as the case may be, and $12.0 million to LVEN (out of which $12.0
million to LVEN, LVEN hereby directs that $2.0 million be paid over to NPD));
and all proceeds, in excess of the $44.2 million to be paid to either CSFB or
the Alternative Lender, if required by the CSFB Approval Agreement or the
Alternative Financing Agreement, as the case may be, and the $12.0 million to be
paid to LVEN, shall belong to ITB (subject to payment of such amounts to CSFB
while the CSFB Loan is outstanding); provided that ITB furnishes LVEN with sixty
(60) days prior written notice that ITB is prepared to close a sale of the El
Rancho Property subject only to the expiration of such sixty-day period and the
non-occurrence of an LVEN Closing during such sixty-day period; provided
further, that ITB closes such sale of the El Rancho Property within five (5)
business days following the expiration of such sixty-day notice period. Upon
such sale, the Escrow Period shall be deemed to expire and terminate; and
provided further, that if LVEN withdraws from this Stipulation pursuant to
Section 24 below, then $2.0 million shall be paid to NPD out of any proceeds
received from a sale of the El Rancho Property in excess of $44.2 million.

                                    (6) For purposes of this subsection 4(b), a
"Disposition Sale" shall mean an all cash sale of the El Rancho Property (i)
resulting in net proceeds to CSFB or the Alternative Lender as provided in
subsection 4(b)(3) in immediately available funds, (ii) under commercially
reasonable terms of sale, (iii) with no indemnities from or post-closing
liabilities of ITB to the purchaser, other than the limited representations and
warranties set forth on Schedule 4(b) attached hereto, (iv) with a transfer of
all title to the El Rancho Property and all items of personal property located
thereon and owned by ITB and/or its affiliates by ITB to the purchaser pursuant
to the Deed and appropriate bills of sale and/or other instruments of transfer
as to such items of personal property and (v) with all excess sale proceeds
being paid to LVEN.

                                      -24-

                                    (7) LVEN may exercise, only during the last
thirty (30) days of the Escrow Period, the Refinancing Option (as defined in
subsection 4(b)(7)(A)) and thereby extend the period during which LVEN may
effect a Disposition Sale for a period to be determined in accordance with the
provisions set forth in subsection 4(b)(7)(B) below (the "Extended Disposition
Option Period").

                                            (A) For the purposes of this
subsection 4(b)(7), the "Refinancing Option" shall become exercisable by LVEN in
the event LVEN, at its sole expense, obtains for the sole benefit of ITB a loan
from a nationally recognized financial institution (the "El Rancho Lender") on
terms acceptable to LVEN and to ITB, which loan (the "Refinancing Loan") must
(i) be consummated not later than two days prior to the expiration of the Escrow
Period, (ii) be nonrecourse to ITB and, if required by the El Rancho Lender,
secured by a lien on any or all of the assets of ITB and its subsidiaries,
including, without limitation, the El Rancho Property, Freehold or Garden State
(if any of such assets are owned by ITB or its subsidiaries at the time of the
closing of the Refinancing Loan), provided that any such lien on Freehold or
Garden State shall be subordinate to any existing mortgage thereon, (iii) result
in the payment of $44.2 million in immediately available funds to either CSFB or
the Alternative Lender, as the case may be, (iv) result in the immediate and
unconditional release of the entire El Rancho Mortgage by CSFB or the
Alternative Lender, as the case may be, and (v) contain such other commercially
reasonable terms and conditions as are deemed necessary or desirable by either
ITB or LVEN. LVEN shall pay all costs and expenses incurred by LVEN and ITB, or
otherwise required to be paid by the borrower of such Refinancing Loan, with
respect to such Refinancing Loan.

                                            (B) Upon closing of such Refinancing
Loan, LVEN shall have the right to effect a Disposition Sale (i) for a period
ending on the earlier of (y) 365 days from

                                      -25-

the expiration of the Escrow Period or (z) the date that is the midpoint of the
term of the Refinancing Loan and (ii) which results in the immediate payment
upon closing, net of all customary transaction costs incurred by ITB, of $44.2
million in immediately available funds to ITB.

                                            (C) During the Extended Disposition
Option Period, LVEN shall be solely responsible for all Carrying Costs and, as a
precondition to ITB's acceptance of any Refinancing Loan from the El Rancho
Lender, LVEN shall deposit in an escrow account, on terms approved by LVEN and
ITB, an amount equal to the aggregate Carrying Costs for the term of the
Refinancing Loan.

                           (c) As presently contemplated by ITB, pursuant to the
CSFB Approval Agreement, if executed by ITB and CSFB, CSFB may have certain
rights to acquire the El Rancho Property on the terms set forth therein, which
rights become exercisable on the earlier of (i) the expiration of the Escrow
Period, without reference to any extension period, or (ii) the date on which a
voluntary or involuntary bankruptcy action is commenced with respect to ITB
and/or any of its subsidiaries. Accordingly, if the CSFB Approval Agreement is
executed by ITB and CSFB, subject to the rights of LVEN pursuant to subsection
4(b)(7), all of the documents delivered into the Escrow (the "Escrow Documents")
shall be held by the Escrow Agent for the joint benefit of LVEN and CSFB as
follows: (A) unless and until the date on which a voluntary or involuntary
bankruptcy action is commenced with respect to ITB and/or any of its
subsidiaries, throughout the Escrow Period (without reference to any extension
thereof), the Escrowed Documents shall be held for the benefit of LVEN in
accordance with the terms of this Stipulation, (B) from and after the date on
which a voluntary or involuntary bankruptcy action is commenced with respect to
ITB and/or any of its subsidiaries, whether during or after the Escrow Period
(without reference to any extension thereof), the Escrowed Documents shall be
held for the benefit of CSFB in accordance with the terms of the CSFB Approval
Agreement, and (C) following the expiration of the Escrow Period (without

                                      -26-

reference to any extension thereof), the Escrowed Documents shall be held for
the benefit of CSFB in accordance with the terms of the CSFB Approval Agreement.
Accordingly, if the CSFB Approval Agreement is executed by ITB and CSFB, the
Escrow Agent and the escrow instructions relating to the Escrow shall be subject
to CSFB's reasonable approval.

                           (d) If an LVEN Closing does not occur within the
Escrow Period or the Extended Disposition Option Period:

                                    (1) ITB presently contemplates that, if the
CSFB Approval Agreement is executed, the Escrowed Documents shall remain in the
Escrow for the benefit of CSFB as set forth in subsection 4(c) above.

                                    (2) ITB presently contemplates that, if the
CSFB Approval Agreement is executed, and if at any time following the expiration
or termination of the Period, ITB sells (as defined in subsection 4(d)(3) below)
or refinances the El Rancho Property for an amount in excess of the aggregate of
$44.2 million to be paid directly by the purchaser or lender, as applicable, to
CSFB plus an amount to ITB equal to the Carrying Costs incurred by ITB (less
amounts actually received by ITB from LVEN during the period) from the end of
the LVEN Exclusive Marketing Period and the Extension Period, if any, through
the termination of the Escrow Period, plus the customary transaction costs
incurred by ITB in such sale (the "Threshold Amount"), then LVEN shall receive
from such cash proceeds in excess of the Threshold Amount up to the next $12.0
million of cash sale proceeds over and above the Threshold Amount (the "LVEN
Payment"), out of which LVEN Payment LVEN hereby directs that the first $2.0
million be paid over to NPD; provided however, that if LVEN withdraws from the
Stipulation pursuant to Section 24 below, then the first $2.0 million of cash
proceeds in excess of the Threshold Amount shall be paid to NPD (the "NPD
Payment"). ITB shall be entitled to all proceeds in excess of the $44.2 million
payment to

                                      -27-

CSFB and the LVEN Payment or NPD Payment, as the case may be (subject to payment
of such excess amounts to CSFB while the CSFB Loan is outstanding).

                                    (3) For purposes of subsections 4(b)(5) and
4(d)(2), a "sale" of the El Rancho Property shall be defined as an all-cash
asset transaction, which shall include for this purpose, but shall not be
limited to, a transfer by refinance, the sale of shares of stock in the entity
holding title to the El Rancho Property, or the merger or consolidation of the
entity holding title to the El Rancho Property with or into another entity. In
the event it is proposed that record or beneficial ownership of the El Rancho
Property be transferred in any other manner, ITB, prior to any such transaction,
shall obtain the written consent of LVEN, which consent will not be unreasonably
withheld and which will be conditioned upon such alternative transaction
maintaining LVEN's rights as provided herein or providing LVEN with economic
benefits equivalent to those provided herein; provided, however, that if the
CSFB Approval Agreement is executed by CSFB and ITB as presently contemplated,
no notice to, or consent by, LVEN shall be required with respect to an
acquisition of the El Rancho Property by CSFB or its designee in accordance with
the terms of the CSFB Approval Agreement or pursuant to a foreclosure or deed in
lieu of foreclosure following any subsequent default under the CSFB Loan
Agreement or the CSFB Approval Agreement.

                                    (e) LVEN and Casino-Co shall (i) return to
ITB for immediate cancellation the 2,093,868 shares (the "LVEN Shares") of ITB
common stock which were previously issued to Casino-Co in consideration for the
prior cancellation of that certain $10.5 million promissory note from ITB to
LVEN (the "LVEN Note"), plus accrued interest on the LVEN Note, which LVEN Note
shall remain cancelled, and (ii) shall immediately and automatically release any
and all of their interests in and to the NPD Shares. At the time of the return
of the LVEN Shares to ITB, LVEN and Casino-Co shall simultaneously represent,
warrant and covenant to ITB, in a form reasonably

                                      -28-

satisfactory to ITB (with respect to clause (iv) below, the representation,
warranty and covenant shall also be made in writing to NPD, in a form reasonably
satisfactory to NPD), as follows (collectively, the "LVEN Shares Warranties"):
(i) LVEN and/or Casino-Co is the sole record and beneficial owner of the LVEN
Shares, and the LVEN Shares are free and clear of any and all claims, liens,
encumbrances, charges, pledges, assessments or interests of third parties of any
kind or nature whatsoever; (ii) LVEN and Casino-Co have full power, right and
authority to transfer the LVEN Shares to ITB, without restriction, and that upon
the transfer ITB will acquire good and valid title to the LVEN Shares free and
clear of any and all claims, liens, encumbrances, charges, pledges, assessments
or interests of third parties of any kind or nature whatsoever, so that after
the transfer of the LVEN Shares, ITB may freely exercise all rights of ownership
in and with respect to the LVEN Shares; (iii) there are no agreements,
arrangements or understandings affecting the transfer, ownership or voting of
the LVEN Shares; and (iv) LVEN and Casino-Co have released any and all of their
interests in and to the NPD Shares. The proxy from LVEN and Casino-Co to
DeSantis to vote all or any portion of the LVEN Shares shall be terminated
immediately and automatically and shall be of no further force or effect.
Subsequent to the Signing Date, LVEN and Casino-Co shall not transfer any
interest in the LVEN Shares except as necessary to consummate the Settlement,
and LVEN and Casino-Co shall be required to vote the LVEN Shares in favor of any
resolution approved unanimously by the ITB Board.

                                    (f) With the sole exception of this
Stipulation, and the further agreements specified herein and contemplated
hereby, any and all employment agreements, consulting agreements, or other
agreements relating to any ITB securities, options, warrants, loan agreements or
notes, entertainment related agreements, and all other agreements or
arrangements of any kind or nature whatsoever between or among ITB or any of its
subsidiaries, on the one hand, and any of

                                      -29-

the LVEN Parties, on the other hand, shall be deemed terminated immediately and
automatically, and shall be of no further force and effect.

                                    (g) Any and all ITB shares, warrants to
acquire ITB securities, pledges relating to ITB securities, options to acquire
ITB securities, and any and all other ITB securities held by any of the LVEN
Parties shall be deemed terminated immediately and automatically, and shall be
of no further force or effect.

                  5. Upon the NPD Effective Date, the parties agree that
immediately upon providing the NPD Share Warranties (as hereinafter defined) and
upon the dismissal of the Litigations with prejudice (in the event the CSFB
Approval Agreement is executed by ITB and CSFB, otherwise upon the dismissal of
the Actions and the Rekulak Action with prejudice), ITB shall purchase from NPD,
and NPD shall sell to ITB, for $4.6 million in immediately available funds and
the assumption of the NPD Note in accordance with subsection 6(a) below, the
2,904,016 shares of ITB common stock which NPD purchased (the "NPD Shares") for
an aggregate purchase price of $11,616,064 (half of which was paid in cash at
closing) from Brennan on January 15, 1997 (the "NPD Repurchase"). The price ITB
is to pay for the NPD Shares represents an approximately $2.2 million discount
from the original purchase price paid by NPD, plus interest paid thereon, in
consideration of the settlement of the allegations made against NPD in the
Actions. Following the NPD Repurchase, the NPD Shares shall become treasury
shares of ITB and, if the CSFB Approval Agreement is executed by ITB and CSFB,
such shares shall thereafter be held and dealt with in accordance with the terms
of the CSFB Approval Agreement. Prior to the consummation of the NPD Repurchase
and as a precondition to the NPD Repurchase, NPD, DeSantis and Coelho shall
severally, not jointly, represent, warrant and covenant to ITB, in a form
reasonably satisfactory to ITB, as follows (collectively, the "NPD Share
Warranties"): Except for (i) the pledge of the NPD

                                      -30-

Shares as security for the NPD Note and the lien created thereby (the "NPD Share
Pledge"), which NPD Note and obligations will be assumed by ITB immediately upon
consummation of the NPD Repurchase in accordance with the terms of, and
following the satisfaction of the conditions with respect thereto set forth in,
the CSFB Approval Agreement if executed by ITB and CSFB, and (ii) compliance
with any restrictions imposed by any New Jersey regulatory authorities, (1) NPD
is the sole beneficial and record owner of the NPD Shares, and the NPD Shares
are free and clear of any and all other claims, liens, encumbrances, charges,
pledges, assessments, options to purchase or other interests of third parties of
any kind or nature whatsoever (collectively, "Encumbrances"); (2) NPD has full
corporate power, right and authority to sell the NPD Shares to ITB, without
further restriction, and at the closing of the NPD Repurchase, ITB will acquire
good and valid title to the NPD Shares free and clear of any Encumbrances; (3)
there are no other agreements, arrangements or understandings affecting the
transfer, ownership or voting of the NPD Shares; and (4) the NPD Shares are not
subject to any Encumbrances by AutoLend, DeSantis, Casino-Co or any of their
affiliates. As between DeSantis and Coelho, any liability of DeSantis and Coelho
with respect to any misrepresentation of the above representations and
warranties shall be limited to their proportionate ownership of NPD (as of the
Signing Date, DeSantis owned 78% and Coelho owned 22% of NPD). Subsequent to the
Signing Date, NPD shall not transfer any interest in the NPD Shares except as
necessary to consummate the Settlement and NPD shall be required to vote the NPD
Shares in favor of any resolution approved unanimously by the ITB Board.
Notwithstanding anything in this Stipulation to the contrary, the NPD Repurchase
shall be conditioned upon the prior or simultaneous assumption by ITB of any and
all obligations and rights of NPD pursuant to the NPD Note (as provided in
subsection 6(a) below). The NPD Share Warranties shall survive the NPD
Repurchase.

                  6. Simultaneous with the NPD Repurchase, the parties agree as
follows:

                                      -31-

                           (a) In accordance with the terms of, and following
the satisfaction of the conditions with respect thereto set forth in, the CSFB
Approval Agreement if executed by ITB and CSFB, ITB shall immediately assume any
and all obligations and rights of NPD pursuant to the NPD Note (which has been
subsequently assigned to the Bankruptcy Trustee), upon which NPD shall be deemed
fully and finally released and discharged from any and all obligations
thereunder. Prior to ITB's assumption of any and all obligations and rights of
NPD pursuant to the NPD Note and as a precondition to such assumption, NPD shall
represent, warrant and covenant to ITB as follows (collectively, the "NPD Note
Warranties"): (1) NPD is the sole maker of the NPD Note, and the NPD Note is
free and clear of any and all claims, liens, encumbrances, charges, assessments
and interests of third parties of any kind or nature whatsoever (other than the
NPD Share Pledge); and (2) as to the then outstanding principal balance of the
NPD Note, the amount of all accrued and unpaid interest thereon and the amount
of any other sums then payable in connection therewith. Until ITB's assumption
of the NPD Note, NPD shall continue to pay interest in accordance with the terms
of the NPD Note.

                                    (b) Cole Schotz shall return to AutoLend the
$2.0 million pledged by AutoLend to Brennan to secure the NPD Note, plus all
interest actually accrued thereon in the account(s) in which the same has been
maintained (the "$2 Million Cash Collateral").

                           (c) The Revolving Line of Credit shall be deemed
terminated immediately and automatically, and shall be of no further force or
effect.

                           (d) Upon the execution of this Stipulation, each of
the Director Defendants shall deliver duly executed unconditional written
resignations as directors, officers, employees and/or consultants of ITB to
Young, Conaway, Stargatt & Taylor, to be held in escrow by such firm, which

                                      -32-

resignations shall become effective and be released immediately by such firm
upon the completion of the NPD Repurchase, unless required to be released sooner
pursuant to Section 13 below.

                           (e) All agreements between or among D&C Gaming and
ITB or any of its subsidiaries shall be deemed terminated immediately and
automatically, and shall be of no further force or effect.

                           (f) With the sole exception of this Stipulation, and
the further agreements specified herein and contemplated hereby, any and all
employment agreements, consulting agreements, or other agreements relating to
any ITB securities, options, warrants, loan agreements or notes, entertainment
related agreements, and all other agreements or arrangements of any kind or
nature whatsoever between or among ITB and any of its subsidiaries, on the one
hand, and any of NPD and/or the Director Defendants, on the other hand, shall be
deemed terminated immediately and automatically, and shall be of no further
force and effect. The Director Defendants shall cause the actions listed on
Schedule 6(f) attached hereto and incorporated herein to occur by the dates
specified therein.

                           (g) Any and all ITB shares, warrants to acquire ITB
securities, pledges relating to ITB securities, options to acquire ITB
securities, and any and all other ITB securities held by any of the Director
Defendants and/or NPD shall be deemed terminated immediately and automatically,
and shall be of no further force or effect, with the sole exceptions of the NPD
Share Pledge and the shares of ITB common stock purchased by the Director
Defendants in the open market as set forth below:

                                      -33-

                Name                                      Number of ITB Shares
         ---------------                                  --------------------
         Michael Abraham                                        5,000
         Kenneth Scholl                                         1,000

                  7. Until the NPD Effective Date, the business and affairs of
ITB shall be operated in the ordinary course of business; provided, however,
that, except upon the prior written approval of Coelho and Quigley, ITB and its
subsidiaries will not approve, amend or terminate any agreement, or incur any
additional actual or contingent liabilities, expenses or obligations in excess
of $10,000. Until the NPD Repurchase, ITB and its subsidiaries shall not take
any of the following actions, other than as provided for in this Stipulation or
in a further agreement specified herein, without the prior unanimous approval of
the ITB Board, and in all events subject to the provisions of, and consents
required under, the CSFB Loan Agreement: (a) merge ITB or any ITB subsidiary
with any other corporation (excluding any merger of ITB or any subsidiary with
any other subsidiary of ITB); (b) purchase or sell assets of ITB or any
subsidiary for proceeds of $50,000 or more singly or in the aggregate; (c)
except for issuance of the Class B Preferred Stock (as defined below) (if such
class of stock is authorized and issued pursuant to the CSFB Approval Agreement,
if executed by ITB and CSFB), agree to issue, issue or register any capital
stock (common or preferred), options, warrants or any other securities of ITB or
its subsidiaries; (d) approve, terminate or amend any employment, consulting or
similar agreements with officers, directors, consultants or key employees of ITB
or any subsidiary; (e) cause ITB or any subsidiary to borrow $50,000 or more,
singly or in the aggregate; (f) except for the director to be elected by the
holder of the Class B Preferred Stock pursuant to the CSFB Approval Agreement,
if executed by ITB and CSFB, fill any vacancy on the ITB Board; (g) undertake
any actions relating to the holding of any meeting of ITB stockholders; (h)
declare or pay any dividend or otherwise make any distribution to ITB's
stockholders; (i)

                                      -34-

consummate any tender offer, restructuring, recapitalization or reorganization
involving ITB or any of its subsidiaries; or (j) amend ITB's by-laws. Until the
NPD Repurchase and, except as expressly provided in this Stipulation, without
the prior written approval of Coelho and Quigley, no payments shall be made to
any Directors other than those set forth on the Schedule of Director Payments
dated April 20, 1998, which Schedule has been approved by Quigley, Leo, Murray,
Dees and the Director Defendants, and has been filed with ITB. Zappala agrees to
pay to ITB immediately out of any payment Zappala may receive from either LVEN
or the purchaser of the El Rancho Property in connection with a Disposition
Sale, the lesser of $200,000 or 20% of any such payment he receives, if and only
to the extent that Zappala receives any such payment directly or indirectly. On
the date this Stipulation has been approved by the ITB Board and continuing
thereafter at the discretion of the ITB Board, ITB shall compensate Murray for
services to ITB on the terms set forth in the resolution adopted by the ITB
Board on December 20, 1996. Without the prior written approval of Quigley, Leo,
Murray, Dees and the Director Defendants, no party to this Stipulation shall
make any public statement or filing regarding the Settlement other than in
connection with securing the approvals contemplated by Sections 2 and 3 above.

                  8. The parties understand that AutoLend is prepared to make an
immediate application to the New Mexico Bankruptcy Court to secure the AutoLend
Bankruptcy Approval (the "AutoLend Application"). The parties understand that
the participants in the Brennan Bankruptcy Action are prepared to make an
immediate application to the New Jersey Bankruptcy Court to secure the Brennan
Bankruptcy Approval (the "Brennan Trustee Application"). In the event that the
AutoLend Application and the Brennan Trustee Application are not filed with the
respective Bankruptcy Courts within five (5) business days of the date the
Stipulation is filed with the Delaware Court, in a form reasonably acceptable to
the Plaintiffs and the Director Defendants, the Plaintiffs

                                      -35-

and the Director Defendants shall have the right to terminate this Stipulation
upon written notice to all parties hereto and to CSFB; subject, however, to the
provisions of the last sentence of Section 24 below.

                  9. The parties agree that, upon the NPD Effective Date, the
Director Defendants shall be indemnified for all counsel fees, costs and
disbursements incurred by them in the Derivative Action, the Section 225 Action,
the Brennan Bankruptcy Action, the Green Action, the NPD Action and the Harris
Action and/or incurred by ITB or its affiliates for services performed by
outside corporate, litigation or regulatory counsel, including Cozen and
O'Connor; Kozlov, Seaton, Romanini, Brooks & Greenberg; Young, Conaway, Stargatt
& Taylor; Ballard, Spahr, Andrews & Ingersoll; Morris, Nichols, Arsht & Tunnell;
Ashby & Geddes; and Tompkins, McGuire & Wachenfeld; and that all such counsel
fees, costs and disbursements incurred by the Director Defendants shall be paid
by ITB for the benefit of the Director Defendants. Subject to the occurrence of
the NPD Effective Date, the parties agree that no claim shall be made against
any of the Director Defendants, ITB or their respective counsel to repay, remit
or reimburse ITB or any other party for counsel fees, costs or disbursements
incurred in the Derivative Action, the Section 225 Action, the Brennan
Bankruptcy Action, the Green Action, the NPD Action, the Harris Action, any
regulatory matter or proceeding, or in the representation of ITB or its
affiliates.

                  10. The parties agree that, upon the NPD Effective Date,
Plaintiffs shall be indemnified for all counsel fees, costs and disbursements
incurred by them in the Quigley Action and Counterclaims therein, the Section
225 Action, the NPD Action and the Harris Action, including fees of their
outside litigation counsel including Richards, Layton & Finger; Morris, James,
Hitchens & Williams; Sonnenblick, Parker & Selvers, P.C.; Potter, Anderson &
Corroon; and Riordan & McKinzie; and that all such counsel fees, costs and
disbursements incurred by the Plaintiffs shall be

                                      -36-

paid by ITB for the benefit of the Plaintiffs. The parties agree that Robert W.
Green, the plaintiff in the Green Action, shall be reimbursed by ITB for all
counsel fees, costs and disbursements incurred by Green in connection with the
Green Action. The parties also agree that, if the CSFB Approval Agreement is
executed by ITB and CSFB, on the CSFB Effective Date and thereafter in
accordance with the CSFB Approval Agreement, CSFB shall be reimbursed by ITB for
all counsel fees, costs and disbursements incurred by CSFB pursuant to the CSFB
Approval Agreement. On or after the date this Stipulation is approved by the ITB
Board, ITB shall make prompt advances to the Plaintiffs for all counsel fees,
costs and disbursements incurred by them in the Quigley Action and the
Counterclaims therein, the Section 225 Action, the NPD Action and the Harris
Action.

                  11. The parties agree that: (i) for a period of not less than
six (6) years from the NPD Effective Date, ITB shall maintain and continue in
place directors and officers liability insurance coverage with respect to each
individual who is an ITB director as of the Signing Date in an amount not less
than the current aggregate limits of liability of the policies in place on the
date of this Stipulation, provided that the cost of such coverage does not
exceed 125% of the 1997 premium paid by ITB; and (ii) ITB will pursue the
recovery and reimbursement of fees, costs and disbursements to the extent
available under existing or renewal coverages for the benefit of the insureds
under such policies.

                  12. ITB shall indemnify each individual who is an ITB director
as of the Signing Date to the fullest extent permitted by ITB's by-laws and
certificate of incorporation as they exist on the date of this Stipulation.

                  13. (a) Immediately prior to the Mailing Date, all members of
the ITB Board shall execute and deliver to ITB's general counsel a written
consent, which shall be effective on the Mailing Date, amending Article III,
Section 2 of ITB's by-laws to reduce the authorized number of

                                      -37-

ITB directors to six. On the Mailing Date, each of Abraham, Scholl, Dees, and
Leo shall deliver to the general counsel of ITB a letter confirming such
individual's unconditional and immediate resignation as a director, officer and
consultant of ITB and all of its subsidiaries. In the event any remaining
director of ITB shall resign, die or become disabled after the Mailing Date and
prior to the date of the NPD Repurchase, ITB and the continuing directors agree
to take all actions as may be required to fill immediately the vacancy on the
ITB Board by electing immediately an individual designated by the Plaintiffs in
the event Murray or Quigley are the departing directors, or designated by the
Director Defendants in the event DeSantis, Coelho or Zappala are the departing
directors, provided that the continuing directors are reasonably satisfied with
the qualifications of any such designee and that the election of the designated
individual to the ITB Board will not violate, conflict with or result in any
material limitation on the ownership or operation of the business or assets of
ITB or any of its subsidiaries under any statute, law, rule, regulation,
ordinance or any final judgment, decree or order of any governmental agency. In
the event of a departure of a remaining director, the continuing directors agree
to take no actions until a new director is elected in accordance with this
Section 13(a).

                           (b) Subject to the approval and execution of the CSFB
Approval Agreement by ITB and CSFB, as of the CSFB Effective Date, the ITB Board
shall authorize a new class of preferred stock (the "Class B Preferred Stock")
entitling the holder thereof to elect, as a separate class by written consent or
vote at any meeting of the ITB stockholders, a director whose consent will be
required solely for any "Major Decision" by the ITB Board, as will be defined in
the CSFB Approval Agreement, if executed by ITB and CSFB. Shares of the Class B
Preferred Stock shall be issued, solely upon payment of the par value thereof,
to an independent director selected from a national firm that provides
independent directors. The Class B Preferred Stock shall

                                      -38-

be entitled to a dividend in an amount equal to the annual fee of the
independent director. The Class B Preferred Stock shall have no rights other
than with respect to any Major Decision or the limited dividend right. The Class
B Preferred Stock shall expire automatically 367 days after the repayment in
full of ITB's obligations under the CSFB Loan Agreement.

                                RELEASE OF CLAIMS

                  14. As of the LVEN Effective Date as to all Settled Claims
directly by or against any of the LVEN Parties and their Parties' Affiliates (as
defined below), and as of the NPD Effective Date as to all Settled Claims
directly by or against any of the Plaintiffs or Director Defendants and their
Parties' Affiliates, and as of the CSFB Effective Date as to all Settled Claims
directly by or against CSFB which refer to, or actually or potentially relate to
CSFB (but only if the CSFB Approval Agreement is executed by ITB and CSFB), all
claims, rights, demands, suits, liabilities, matters, issues, actions, causes of
action, damages, losses, obligations and matters of any kind or nature
whatsoever, asserted or unasserted, known or unknown, contingent or absolute,
suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured
or unmatured, material or immaterial, which have been, could have been, or in
the future can or might be asserted in the Actions or in any court, tribunal or
proceeding (including, but not limited to, any claims arising under federal or
state law relating to any fraud, breach of any duty or obligation, or otherwise)
(collectively, "Claims") by any parties to the Actions, or ITB (including its
predecessors, successors, assigns and any other person claiming by, through, in
the right of or on behalf of ITB whether by subrogation, assignment or
otherwise), against any or all of the parties to the Actions or CSFB (if the
CSFB Approval Agreement is executed by ITB and CSFB), their respective parent
entities, affiliates, associates or subsidiaries, and each of their respective
present or former officers, directors, stockholders, agents, employees,
attorneys, representatives, advisors, investment advisors, investment

                                      -39-

bankers, commercial bankers, trustees, general or limited partners, joint
ventures, heirs, executors, personal representatives, estates, administrators,
successors and assigns (collectively, the "Parties' Affiliates"), whether
individually, representatively, or derivatively, or in any other capacity, which
have arisen, could have arisen, arise now, or hereafter arise out of or relate
in any manner whatsoever, directly or indirectly, to the allegations, facts,
events, transactions, occurrences, statements, representations,
misrepresentations, omissions, or any other matter, thing or cause whatsoever,
or any series thereof, involved, set forth, or otherwise referred or related,
directly or indirectly, to: (i) the Litigations; (ii) the Settlement of the
Actions; (iii) the Plaintiffs' or Director Defendants' conduct as officers,
directors, consultants, stockholders and/or employees of ITB; (iv) the
Plaintiffs' or Defendants' ownership of ITB stock; (v) the Plaintiffs' or
Defendants' contractual relationships with ITB; (vi) any other matter involving
the business and affairs of ITB; (vii) as to CSFB only (if the CSFB Approval
Agreement is executed by ITB and CSFB), the CSFB Loan; and (viii) this
Stipulation, the Settlement and the CSFB Approval Agreement (if the CSFB
Approval Agreement is executed by ITB and CSFB) and the respective transactions,
indemnifications, and payments contemplated thereby (collectively, the "Settled
Claims"), shall be fully, finally and forever compromised, extinguished,
dismissed, discharged and released with prejudice, subject only to compliance
with the foregoing terms and conditions as set forth herein; provided, however,
that (A) the Settled Claims shall not include any claim that may exist or in the
future be asserted against Standard Capital Group, Inc. or any of its employees,
(B) the Settled Claims shall not include any claim that may exist or in the
future be asserted against CSFB or any of its employees unless the CSFB Approval
Agreement is executed by ITB and CSFB, and (C) the Settled Claims shall not
include any claim that may exist or in the future be asserted in connection with
the Greenwood

                                      -40-

Transaction by, against or among ITB, any of ITB's subsidiaries, Greenwood
Racing, Inc., Greenwood or any of their respective affiliates.

                  15. Upon the execution of this Stipulation, all parties to
this Stipulation (other than Brennan, who shall execute and deliver such release
upon receipt of the Brennan Bankruptcy Approval) shall deliver duly executed,
reciprocal releases, substantially in the form attached hereto as Exhibit A, to
Young, Conaway, Stargatt & Taylor and Richards, Layton & Finger to be held
jointly in escrow by such firms, which releases shall become effective and be
released jointly by such counsel as to the LVEN Parties on the LVEN Effective
Date and as to all other Parties upon the NPD Repurchase. Upon the NPD
Repurchase, all parties to this Stipulation (and AutoLend upon receipt of the
AutoLend Bankruptcy Approval) shall deliver a duly executed release to Cole
Schotz, in a form reasonably satisfactory to Cole Schotz, relating to that
firm's release of the $2 Million Cash Collateral to AutoLend. If the CSFB
Approval Agreement is executed by ITB and CSFB, all parties to this Stipulation
(other than Brennan, who shall execute and deliver such release upon receipt of
the Brennan Bankruptcy Approval) shall deliver duly executed releases,
substantially in the form attached hereto as Exhibit A, to CSFB, which releases
shall become effective immediately upon such delivery to CSFB.

                  16. The releases contemplated by Sections 14 and 15 of this
Stipulation extend to the Settled Claims that the parties hereto and ITB's
stockholders may not know or suspect to exist at the time of the release, which
if known, might have affected the decision to enter into this Stipulation. All
parties hereto and ITB's stockholders shall be deemed to waive any and all
provisions, rights and benefits conferred by any law of the United States,
including any state or territory thereof, or principle of common law, which
governs or limits a person's release of unknown claims. All parties hereto
acknowledge that they or ITB's stockholders may discover facts in

                                      -41-

addition to or different to those that they now know or believe to be true with
respect to the subject matters of this Stipulation, but that it is their
intention to fully, finally and forever settle and release any and all Settled
Claims known or unknown, suspected or unsuspected, which now exist, or
heretofore existed, or may hereafter exist, and without regard to the subsequent
discovery or existence of such additional or different facts.

                  17. On the LVEN Effective Date as to all Settled Claims
directly by or against any of the LVEN Parties and all such Parties' Affiliates,
and on the NPD Effective Date as to all Settled Claims directly by or against
any of the Plaintiffs or Director Defendants and all such Parties' Affiliates,
the respective Settled Claims shall be completely and finally compromised,
settled, released, discharged, and dismissed with prejudice upon and subject to
the terms and conditions of this Stipulation, and the Quigley Action, the Green
Action and the NPD Action, or respective portions thereof, shall be dismissed
with prejudice on the merits and without costs to any party (except as may be
set forth herein), and all claims therein shall be completely and finally
compromised, settled, released and discharged. If the CSFB Approval Agreement is
executed by ITB and CSFB, subject to the last sentence of Section 14, then on
the CSFB Effective Date as to all Settled Claims referring to, or actually or
potentially relating to, CSFB, such Settled Claims shall be deemed completely
and finally compromised, settled, released, discharged and dismissed with
prejudice.

                     SUBMISSION AND APPLICATION TO THE COURT

                  18. As soon as practicable after this Stipulation has been
executed, the parties shall jointly move the Delaware Court for approval of the
Settlement as provided herein, and for entry by the Court of the scheduling
order in the form attached hereto as Exhibit B (the "Scheduling Order").

                                      -42-

                            ORDER AND FINAL JUDGMENT

                  19. If this Stipulation and the Settlement contemplated herein
are approved by the Delaware Court, at or following the Settlement Hearing, the
parties will jointly request the Delaware Court to enter an Order and Final
Judgment in the form attached hereto as Exhibit D (the "Judgment"). Immediately
upon the entry of the Judgment by the Delaware Court, the parties shall
undertake all necessary and desirable actions to secure the immediate dismissals
of the Rekulak Action, the Green Action, the NPD Action and the Harris Action on
the grounds that such actions are barred and the claims therein are released
under the Judgment.

                             FINALITY OF SETTLEMENT

                  20. The approval by the Delaware Court of the Settlement shall
be considered final for purposes of this Stipulation upon the later to occur of
the following: (i) the expiration of the time for the filing or noticing of any
appeal or motion for reargument from the Delaware Court's Judgment approving the
Settlement; (ii) the date of final affirmance on any appeal or reargument; (iii)
the expiration of time for petitions for writs of certiorari and, if certiorari
is granted, the date of final affirmance following review pursuant to that
grant; or (iv) the final dismissal of any appeal or proceedings on certiorari.

                   NOTICE AND SETTLEMENT ADMINISTRATION COSTS

                  21. Notice of the Settlement and of the hearing for the
consideration of the Settlement by the Delaware Court (the "Settlement
Hearing"), substantially in the form attached hereto as Exhibit C (the
"Notice"), shall be sent to all stockholders of ITB. ITB shall assume the
administrative responsibility of providing the Notice in accordance with the
Scheduling Order, and ITB shall pay all costs and expenses incurred in providing
such Notice to stockholders of ITB. In

                                      -43-

addition, ITB, or its agents, shall use reasonable efforts to provide the Notice
to all beneficial owners of ITB stock by making additional copies of the Notice
available to any record owner of ITB stock who, prior to the Settlement Hearing,
requests the same for purposes of distribution to the beneficial stockholders of
ITB. The parties hereto (other than ITB) shall have no responsibility for any
such costs associated with such Notice regardless of whether the Settlement
becomes effective or is consummated. On or before the date of the Settlement
Hearing, counsel for ITB shall file with the Delaware Court an appropriate
affidavit evidencing compliance with this section regarding the preparation and
mailing of the Notice.

                  22. Except as provided in this Stipulation or the agreements
contemplated herein, the parties hereto shall bear no other expenses, costs,
damages or fees incurred by any party, or any present or former stockholder of
ITB, or by any attorney, expert, advisor, agent or representative of any of the
foregoing persons in connection with any of the Actions.

                          STIPULATION NOT AN ADMISSION

                  23. This Stipulation and all negotiations, statements and
proceedings in connection therewith shall not in any event be construed as, or
deemed to be evidence of, an admission or concession on the part of any of the
parties hereto, any present or former stockholder of ITB, or any other person,
of any liability or wrongdoing by them, or any of them, and shall not be offered
or received in evidence in any action or proceeding, or be used in any way in
any action or proceeding as an admission, concession or evidence of any
liability nor wrongdoing of any nature, and shall not be construed as, or deemed
to be evidence of, an admission or concession that the parties hereto, their
counsel, or any present or former stockholder of ITB, or any other person, has
or has not suffered any damage, as a result of the facts described in the
Actions or herein.

                                      -44-

                  24. Subject to the last sentence of this Section 24, this
Stipulation shall be null and void and of no further force and effect if it is
determined in good faith by all of the parties hereto that one or more of the
approvals required in Section 2 above is unable to be obtained; provided,
however, that (i) if all of the approvals required in Section 2 above are not
received within 180 days from the date of this Stipulation, then any party may
withdraw from this Stipulation upon written notice to all other parties hereto,
(ii) if LVEN (A) in its sole and absolute discretion, determines that the terms
and/or provisions of the CSFB Approval Agreement or the Alternative Financing
Agreement (if either is executed by ITB and either CSFB or the Alternative
Lender, as the case may be) would modify the Underlying Settlement Transaction
(as hereinafter defined) and adversely affect the rights of LVEN to the extent
that if such terms and/or conditions had been known to LVEN at the time of
execution hereof, LVEN would not have entered into this Stipulation upon the
terms provided herein, or (B) has failed for any reason by the date which is
fifteen (15) days from the date of this Stipulation to enter into an amendment
to the APW Acquisition Agreement in form and substance acceptable to LVEN, then
the LVEN Parties may withdraw from this Stipulation, or (iii) if either the CSFB
Approval Agreement or the Alternative Financing Agreement is not executed within
forty-five (45) days from the date of this Stipulation, then the LVEN Parties
may withdraw from this Stipulation upon written notice to and received by ITB on
or before the forty-eighth (48th) day following the date of this Stipulation. As
used herein, the term "Underlying Settlement Transaction" shall mean and refer
to the entirety of the agreements, procedures, mechanisms, valuations, and other
provisions, rights, obligations, waivers, releases and remedies negotiated and
bargained for by and between ITB and LVEN in this Stipulation, including without
limitation, those set forth in Section 4 above, determined without regard to any
reference herein to particular terms or provisions of the CSFB Approval
Agreement or any Alternative Financing Agreement or the

                                      -45-

rights of such parties (all of which references were negotiated by and between
ITB and CSFB without any involvement of or participation by LVEN). In the event
that any party withdraws from this Stipulation under the aforementioned
circumstances (other than pursuant to clauses (i) and (ii) of the first sentence
of this Section 24), or in the event that the Settlement set forth herein is not
finally approved or does not become effective, then (a) this Stipulation shall
not be deemed to prejudice in any way the respective positions of the parties
hereto with respect to the Derivative Action, Green Action, NPD Action and
Brennan Bankruptcy Action, (b) the parties shall be restored to their respective
positions in the Actions existing immediately prior to the execution of this
Stipulation, without prejudice to any then existing or outstanding motions,
briefs, discovery requests or other positions whatsoever (including Corazzi's
pending motion in the Quigley Action to dismiss for lack of personal
jurisdiction), (c) the existence of this Stipulation, its contents, and the
negotiations relating hereto shall not be admissible in evidence or shall be
referred to for any purpose in the Derivative Action, Green Action, NPD Action
and Brennan Bankruptcy Action, or in any other litigation or proceeding, and (d)
this Stipulation shall become null and void and of no force and effect. In the
event that the LVEN Parties withdraw from this Stipulation pursuant to either
clause (i) or (ii) of the first sentence of this Section 24, then (a) this
Stipulation shall not be deemed to prejudice in any way the respective positions
of the parties hereto with respect to the Derivative Action, Green Action, NPD
Action and Brennan Bankruptcy Action as they relate to the LVEN Parties, (b) the
parties shall be restored to their respective positions in the Actions existing
immediately prior to the execution of this Stipulation solely as they relate to
the LVEN Parties, without prejudice to any then existing or outstanding motions,
briefs, discovery requests or other positions whatsoever (including Corazzi's
pending motion in the Quigley Action to dismiss for lack of personal
jurisdiction), (c) the existence of this Stipulation, its contents, and the
negotiations

                                      -46-

relating hereto shall not be admissible in evidence or shall be referred to for
any purpose in the Derivative Action, Green Action, NPD Action and Brennan
Bankruptcy Action as they relate to the LVEN Parties, or in any other litigation
or proceeding relating to the LVEN Parties, and (d) the provisions of this
Stipulation as they relate to the LVEN Parties shall become null and void and of
no force and effect. If the CSFB Approval Agreement is executed by ITB and CSFB,
then notwithstanding the foregoing or anything else to the contrary contained
herein, the parties expressly acknowledge and agree that upon the CSFB Effective
Date, (a) all agreements set forth in the CSFB Approval Agreement, other than
those which, by their terms, only become effective upon the LVEN Effective Date
or NPD Effective Date, as applicable, and (b) all provisions set forth in this
Stipulation for the benefit of CSFB, including, without limitation, as set forth
in this Section 24 and the applicable provisions of Sections 4(b), 4(c), 4(d),
7, 10, 13(b), 14, 15, 17, 33, 36, 38 and 39 hereof (the agreements and
provisions described in the foregoing clauses (a) and (b) being collectively
referred to herein as the "CSFB Rights"), shall be and remain in full force and
effect and binding upon the parties thereto and hereto, respectively,
irrespective of whether or not (i) any approval required in Section 2 or 3
hereof is ever obtained, and/or (ii) this Stipulation shall become null and void
and of no further force and effect in accordance with any of the terms hereof;
it being further expressly acknowledged and agreed by the parties that all of
the CSFB Rights shall survive any termination or nullification of this
Stipulation in accordance with the terms hereof or otherwise.

                  25. Subject to the last sentence of Section 24, if applicable,
following the occurrence of the LVEN Effective Date, this Stipulation shall be
null and void and of no further force and effect with respect to all parties
hereto other than the LVEN Parties (the "Remaining Parties") if it is determined
in good faith by all of the Remaining Parties that one or more of the approvals
required in Section 3 above is unable to be obtained; provided, however, that if
the LVEN

                                      -47-

Effective Date has occurred and all of the approvals required in Section 3 above
are not received within 180 days from the date of this Stipulation, then any of
the Remaining Parties may withdraw from this Stipulation upon written notice to
all other parties hereto. In the event that any Remaining Party withdraws from
this Stipulation, (i) this Stipulation shall not be deemed to prejudice in any
way the respective positions of the Remaining Parties with respect to the
Derivative Action, Green Action, NPD Action and Brennan Bankruptcy Action which
have not become Settled Claims upon the occurrence of the LVEN Effective Date,
(ii) the Remaining Parties shall be restored to their respective positions in
the Actions existing immediately prior to the execution of this Stipulation,
without prejudice to any then existing or outstanding motions, briefs, discovery
requests or other positions whatsoever, (iii) the existence of this Stipulation,
its contents and the negotiations relating hereto shall not be admissible in
evidence or shall be referred to for any purpose in the Derivative Action, Green
Action, NPD Action, and Brennan Bankruptcy Action, or in any other litigation or
proceeding (other than with respect to the provisions dealing with the LVEN
Parties), and (iv) this Stipulation (other than the provisions dealing with the
LVEN Parties) shall become null and void and of no force and effect; provided
that the withdrawal of the Remaining Parties from this Stipulation shall not
affect the continuing effectiveness of this Stipulation with respect to the LVEN
Parties and the provisions of the Stipulation dealing specifically with the LVEN
Parties (including, without limitation, Sections 2 and 4 hereof in their
entirety and the relevant portions of Sections 14 through 17 hereof) shall
remain in full force and effect, shall not be terminated hereby and shall be
binding on all parties hereto.

                                      -48-

                                   EXTENSIONS

                  26. Without further order of the Delaware Court, the parties
may agree to reasonable extensions of time to carry out any of the provisions of
this Stipulation.

                                ENTIRE AGREEMENT

                  27. This Stipulation, including all schedules and exhibits
attached hereto, together with the CSFB Approval Agreement (if executed by ITB
and CSFB), constitutes the entire agreement among the parties with regard to the
subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral, among the parties with respect to the subject matter hereof.
This Stipulation may not be modified or amended or any of its provisions waived,
except by a writing executed by each of the parties whose interests are affected
by such modification, amendment or waiver.

                                    NO WAIVER

                  28. Any failure by any party to insist upon the strict
performance by any other party of any of the provisions of this Stipulation
shall not be deemed a waiver of any of the provisions hereof, and such party,
notwithstanding such failure, shall have the right thereafter to insist upon the
strict performance of any and all of the provisions of this Stipulation to be
performed by such other party.

                                  COUNTERPARTS

                  29. This Stipulation may be executed in any number of actual
or facsimile counterparts, all of which shall be considered one and the same
agreement, and shall become effective when such counterparts have been signed by
each of the parties and delivered to the other parties.

                                      -49-

                                  GOVERNING LAW

                  30. This Stipulation shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to the
conflict of law provisions thereof. Any action to enforce, construe or challenge
the provisions of this Stipulation, or otherwise arising out of or concerning
this Stipulation or any of the transactions contemplated hereby, shall be filed
exclusively in the Delaware Court and in no other court, and all parties hereto
consent to personal jurisdiction in the Delaware Court for any such action and
to the service of process by notice to each party's current legal counsel.

                                  BEST EFFORTS

                  31. The parties and their attorneys agree to cooperate fully
with one another in seeking approval of the Settlement by the Delaware Court,
the New Jersey Bankruptcy Court and the New Mexico Bankruptcy Court, and to use
their respective good faith best efforts to effectuate, as promptly as
practicable, the consummation of this Stipulation and the Settlement provided
for hereunder (including all related transactions, agreements and approvals
described herein at the earliest possible times, substantially as provided
herein and in accordance with all applicable legal and regulatory requirements).

                  32. If any claims which are or would be subject to the release
and dismissal contemplated by the Settlement are asserted against any person in
any court prior to the LVEN Effective Date, the NPD Effective Date or the date
of the NPD Repurchase, the parties shall jointly, where possible, seek a
dismissal or stay of such proceedings and shall otherwise use their best efforts
to effect a withdrawal or dismissal of the claims. The parties further agree to
use their respective good faith best efforts to obtain any approvals, releases
or documents required herein. The Plaintiffs

                                      -50-

and Director Defendants further agree to exercise their good faith best efforts
and to cooperate fully with ITB in connection with any SEC filings, the
resumption of trading of ITB securities on AMEX, the dismissal of the Rekulak
Action and the Harris Action, the AutoLend Application, the Brennan Bankruptcy
Application, the CSFB Approval Agreement or the Alternative Financing Agreement,
and the establishment and implementation of an Escrow Agreement in accordance
with Section 4(b) hereof.

                             SUCCESSORS AND ASSIGNS

                  33. This Stipulation shall be binding upon, and inure to the
benefit of, the successors, assigns, heirs and representatives of the parties
hereto; provided, however, that, except as set forth in the last sentence of
this Section 33, no rights hereunder may be assigned and no obligations
hereunder may be delegated without the prior written consent of all of the
parties hereto. Notwithstanding the foregoing prohibition of assignment or
delegation, the parties agree: (i) that LVEN may assign to the person
contracting with LVEN for the purchase of the El Rancho Property under a
Disposition Sale (the "Buyer") LVEN's rights under Section 4(b) of this
Stipulation to effect the Disposition Sale agreed to by LVEN and the Buyer, in
which event the Buyer's rights shall be deemed to include the Buyer's right, if
LVEN is in default of its obligations to such Buyer or under this Stipulation,
to acquire the El Rancho Property from ITB in accordance with this Stipulation,
free of any rights or claims of LVEN under its agreement with the Buyer; and
(ii) that if ITB is required under the terms of this Stipulation to convey title
to the El Rancho Property by a Disposition Sale but fails to do so, such Buyer
shall have the right to pursue an injunction or specific performance action
against ITB to compel the conveyance to such Buyer. To the extent that it is the
record owner of the El Rancho Property, Orion has joined in this Stipulation for
the sole and limited purpose of consenting to the rights of Buyer as aforesaid.
Additionally, if the CSFB Approval Agreement is

                                      -51-

executed by ITB and CSFB, all of the CSFB Rights shall inure to the benefit of
any successor, assign or participant of CSFB who acquires any interest in the
CSFB Loan, without the need for notice to, or the consent of, any party hereto
with respect to such succession, assignment or participation.

                                DUE AUTHORIZATION

                  34. Each of the parties hereto represents and warrants that
he, she or it (i) has all requisite power and authority to enter into this
Stipulation and (ii) has been duly authorized and empowered to execute, deliver
and consummate the agreements and transactions contemplated by this Stipulation;
provided, however, that the parties acknowledge that Brennan and the Bankruptcy
Trustee are not authorized to undertake any actions or assume any obligations
hereunder until the Brennan Bankruptcy Approval has been obtained, although they
are obligated to use their best efforts to obtain such approval.

                                  NO ASSIGNMENT

                  35. Each of the parties hereto warrants and represents that
he, she or it has not assigned, encumbered or in any manner transferred (in
whole or in part) any claim or cause of action (i) referred to in the Derivative
Action, the Green Action, the NPD Action or the Brennan Bankruptcy Action or
(ii) which constitutes a Settled Claim.

                          NO THIRD PARTY BENEFICIARIES

                  36. Except as set forth in the proviso at the end of this
Section 36, the terms and provisions of this Stipulation are intended solely for
the benefit of the parties hereto and their respective successors and permitted
assigns, and it is not the intention of the parties to confer third party
beneficiary rights or remedies upon any other person or entity; provided,
however, that if the CSFB Approval Agreement is executed by ITB and CSFB, CSFB
shall become an express third party

                                      -52-

beneficiary of this Stipulation with respect to all of the provisions set forth
herein for the benefit of CSFB, including, without limitation, as set forth in
this Section 36 and in Sections 4(b), 4(c), 4(d), 7, 10, 13(b), 14, 15, 17, 24,
33, 38 and 39 hereof.

                                 INTERPRETATION

                  37. This Stipulation, together with all schedules and exhibits
hereto, shall be deemed to have been mutually prepared by all of the settling
parties and shall be interpreted as if the parties hereto participated in the
drafting and preparation hereof with equal and identical degrees of involvement.

                              SPECIFIC PERFORMANCE

                  38. The parties hereto acknowledge that damages would be an
inadequate remedy for any breach of the provisions hereof and agree that all
obligations of the parties hereunder shall be specifically enforceable.
Additionally, subject to the execution of the CSFB Approval Agreement by ITB and
CSFB, the parties hereto acknowledge that damages would be an inadequate remedy
for any breach of any of the CSFB Rights and agree that, at CSFB's election (a)
all of the CSFB Rights shall be specifically enforceable before the Delaware
Court and/or (b) a breach of any of the CSFB Rights shall be treated as an
"Event of Default" under the CSFB Loan Agreement, entitling CSFB to exercise all
of its rights and remedies under the CSFB Loan Agreement and the other documents
evidencing, securing and/or otherwise relating to the CSFB Loan (collectively,
the "CSFB Loan Documents"), except to the extent such CSFB Loan Documents are
modified under or pursuant to the terms of the CSFB Approval Agreement.

                               

                                      -53-

                              CSFB LOAN DOCUMENTS

                  39. The parties hereto expressly acknowledge and agree that
nothing contained in this Stipulation or in the CSFB Approval Agreement (if
executed by ITB and CSFB) shall abrogate, terminate, limit or modify any of
CSFB's rights and remedies at law, in equity and/or under the CSFB Loan
Documents, except to the extent such CSFB Loan Documents are modified under or
pursuant to the terms of the CSFB Approval Agreement (if executed by ITB and
CSFB), including, without limitation, CSFB's rights and remedies with respect to
any default under the CSFB Loan Agreement (other than those defaults being
waived pursuant to the CSFB Approval Agreement, if executed by ITB and CSFB),
including ITB's failure to repay the entire CSFB Loan upon the maturity thereof.
Except as expressly modified under or pursuant to the CSFB Approval Agreement
(if executed by ITB and CSFB), the terms of the CSFB Loan, as set forth in the
CSFB Loan Documents, including the payment terms and the maturity thereof, shall
be and remain unmodified and in full force and effect.

                                      -54-

                               ANTI-DISPARAGEMENT

                  40. Immediately upon the execution of this Stipulation, no
party hereto shall disparage any other party hereto with respect to this
Stipulation or the subject matter of the Settled Claims.

 
                                      /s/ Frank A. Leo
                                      ----------------------------------------
                                      Frank A. Leo

                                      /s/ Robert J. Quigley
                                      ----------------------------------------
                                      Robert J. Quigley

                                      /s/ Francis W. Murray
                                      ----------------------------------------
                                      Francis W. Murray

                                      /s/ Charles R. Dees, Jr.
                                      ----------------------------------------
                                      Charles R. Dees, Jr.
                                      
                                      ----------------------------------------
                                      The Family Investment Trust
                                      Henry Brennan, Trustee

                                      NPD, INC., a Delaware corporation

                                      By: /s/ Nunzio P. DeSantis
                                      ----------------------------------------
                                         Nunzio P. DeSantis, President

                                      /s/ Nunzio P. DeSantis
                                      ----------------------------------------
                                      Nunzio P. DeSantis

                                      /s/ Anthony Coelho
                                      ----------------------------------------
                                      Anthony Coelho

                                      /s/ Michael Abraham
                                      ----------------------------------------
                                      Michael Abraham

                                      /s/ Joseph Zappala
                                      ----------------------------------------
                                      Joseph Zappala

                                      LAS VEGAS ENTERTAINMENT NETWORK,
                                      INC., a Delaware corporation

                                      By: /s/ Joseph A. Corazzi
                                      ----------------------------------------
                                         Joseph A. Corazzi, President

                                      COUNTRYLAND PROPERTIES, INC., a
                                      Nevada corporation

                                      By: /s/ Joseph A. Corazzi
                                      ----------------------------------------
                                         Joseph A. Corazzi, President

                                       CASINO-CO CORPORATION, a Nevada
                                       corporation

                                       By: /s/ Joseph A. Corazzi
                                      ----------------------------------------
                                          Joseph A. Corazzi, President

                                       /s/ Joseph A. Corazzi
                                      ----------------------------------------
                                       Joseph A. Corazzi

                                       /s/ Kenneth S. Scholl
                                      ----------------------------------------
                                       Kenneth S. Scholl

                                       INTERNATIONAL THOROUGHBRED
                                       BREEDERS, INC., a Delaware
                                       corporation

                                       By: /s/ Nunzio P. DeSantis
                                      ----------------------------------------
                                          Nunzio P. DeSantis, President

                                       D&C GAMING CORPORATION, a
                                       Delaware corporation

                                       By: /s/ Nunzio P. DeSantis
                                      ----------------------------------------
                                          Nunzio P. DeSantis

                                       /s/ James J. Murray
                                      ----------------------------------------
                                       James J. Murray

                                       /s/ John Mariucci
                                      ----------------------------------------
                                       John Mariucci

                                       /s/ Frank Koenemund
                                      ----------------------------------------
                                       Frank Koenemund

                                       /s/ Robert W. Green
                                      ----------------------------------------
                                       Robert W. Green

                                       /s/ Robert E. Brennan
                                      ----------------------------------------
                                       Robert E. Brennan

                                       ORION CASINO CORPORATION, a
                                       Nevada corporation

                                       By: /s/ Nunzio P. DeSantis
                                      ----------------------------------------
                                          Nunzio P. DeSantis, President

                                       LAS VEGAS COMMUNICATION
                                       CORPORATION, a Nevada corporation

                                       By: /s/ Joseph A. Corazzi
                                      ----------------------------------------
                                          Joseph A. Corazzi, President

July 2, 1998

                                  Schedule K-1

         All that portion of the Northeast Quarter (NE 1/4) and that portion of
the Southeast Quarter (SE 1/4) of Section 9, Township 21 South, Range 61 East,
M.D.B.&M., more particularly described as Parcel One (1) as shown on Parcel Map
in File 37, Page 44, recorded March 22, 1998, as Document No. 1497782, Book 1538
of Official Records, Clark County, State of Nevada.

                                  Schedule 4(b)

         Upon, and if required to effect, any Disposition Sale, ITB will provide
to any buyer (the "Buyer") under an asset purchase and sale agreement for a
Disposition Sale (the "Acquisition Agreement") (and/or Buyer's lender)
representations and warranties, and will take certain additional actions,
substantially in accordance with the following:

1. Upon LVEN's reasonable prior request, ITB, by separate instrument in form and
substance reasonably acceptable to Buyer (the "Representation Certificate"),
shall represent, warrant and covenant to the Buyer each of the following matters
set forth in Sections 1 through 9 hereof. Except as expressly provided herein,
the El Rancho Property is being sold by ITB, and purchased by the Buyer, in "as
is" and "where is" condition with all faults, including, without limitation, all
environmental conditions. ITB disclaims all implied warranties (including,
without limitation, those of fitness and merchantability).

         a. ITB is a corporation, duly organized and validly existing under the
laws of the State of its formation. ITB has the power and authority to carry on
its present business, to enter into the Representation Certificate and the
Stipulation and, subject to CSFB's rights under the CSFB Approval Agreement, to
sell the El Rancho Property on the terms set forth in the Stipulation. The
execution and delivery of the Acquisition Agreement and of any transfer
documents thereunder, and the performance by ITB in connection with the
transactions contemplated thereunder and under the Stipulation, do not violate
or constitute an event of default under any material terms of material
provisions of any agreement, document, instrument, judgment, order or decree to
which ITB is a party or by which it is bound.

         b. The individuals executing the Representation Certificate, the
Stipulation and any transfer documents on behalf of ITB have the legal power,
right and actual authority to bind ITB to the terms and conditions thereof. The
Representation Certificate and the Stipulation are valid and binding obligations
of ITB, enforceable in accordance with their terms, except as the same may be
affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or
equitable principles relating to or limiting the rights of contracting parties
generally.

         c. There are with respect to the El Rancho Property, and to ITB's
knowledge, no (1) pending litigation, condemnation or other claim, to ITB's
knowledge, threatened in writing (whether or not asserted), (2) business
operations, and have been no business operations for at least five years in the
El Rancho Property, (3) accounts receivable, (4) accounts payable not current or
which will fail to be current through the date of closing, (5) service contracts
(except for security and microwave relay contracts), (6) leases,
tenants-in-possession or occupancy agreements of any kind, (7) hotel or other
booking arrangements or agreements for the use of all or any portion of the El
Rancho Property of any kind, (8) employees, employment agreements or union or
other labor obligations or (9) equipment leases or, except for the lien of the
CSFB Mortgage, liens on any furniture, fixtures and/or equipment now located at
the El Rancho Property, as of the date hereof and as of closing.

         d. To ITB's knowledge, ITB has not received notice from any party,
including, without limitation, from any municipal, state, federal or other
governmental authority, of a violation of any

zoning, building, fire, water, use, health, or other statute, ordinance, code or
(including, without limitation, any Environmental Laws or The Americans With
Disabilities Act, as amended) bearing on the construction, operation or use of
the El Rancho Property or any part thereof other than as to matters previously
cured, or that any investigation has been commenced or is contemplated
respecting any such possible violation.

         e. To ITB's knowledge, there has never been any Hazardous Substances
used, handled, manufactured, generated, produced, stored, treated, processed,
transferred, or disposed of at or on the El Rancho Property, except in
compliance with all applicable Environmental Laws and that no Release or Threat
of Release has occurred at or on the El Rancho Property.

         f. Any Records and Plans provided to Buyer by ITB are true, correct and
complete and the same have, to the extent applicable, been compiled in
accordance with generally accepted accounting principles consistently applied.

         g. To ITB's knowledge, all improvements are permitted, conforming
structures under applicable zoning and building laws and ordinances in effect
when the improvements were constructed, the present uses thereof are permitted,
conforming uses under applicable zoning and building laws and ordinances and all
water, sewer, gas, electric, telephone, drainage and other utility equipment and
facilities in use at the El Rancho Property are installed and connected pursuant
to valid permits.

         h. To ITB's knowledge, the Licenses and Permits delivered by ITB to
Buyer are true, correct and complete. To ITB's knowledge, each of the Licenses
and Permits is in full force and effect as of the date hereof and shall remain
in full force and effect through the closing date and no outstanding notice of
default or violation has been received by ITB with respect to any of the
Licenses and Permits.

         i. To ITB's knowledge, there are no agreements or contracts concerning
the general operation and/or management of the El Rancho Property which will be
binding upon Buyer after the closing date of the Disposition Sale.

         j. ITB owns good and marketable title to the real property included in
the El Rancho Property.

         k. To ITB's knowledge, ITB has not commenced any proceedings which are
pending for the reduction of the assessed value of the real property that is
included in the El Rancho Property.

         l. ITB has not entered into any brokerage, commission or other similar
agreements relating to the El Rancho Property which will be binding upon Buyer.

         m. The following representations, warranties and covenants are limited
solely to those provisions of the Stipulation that are material to this
Disposition Sale: The Stipulation is in full force and effect and has not been
amended, modified or supplemented. As of the date hereof, ITB has neither
received nor sent any notice with respect to the Stipulation and ITB shall send
to Buyer a copy of any notice sent to ITB by LVEN under the Stipulation. ITB
shall not, without the prior

written consent of Buyer, modify, amend or accept a termination of the
Stipulation by LVEN or accept an election or waiver of any right or privilege
thereunder by LVEN.

         n. As used herein, the term "to ITB's knowledge" and its cognates shall
mean and refer to the actual knowledge, without any duty of investigation, of,
or receipt of notice by, the principal executive officer and principal financial
officer of ITB. ITB shall not be requested to provide any other representations,
warranties or covenants than are provided for in this Stipulation.

2. In receiving any of these representations, warranties or covenants, the
Buyer, pursuant to the Disposition Sale, acknowledges and agrees that ITB is not
a party to the Acquisition Agreement for the Disposition Sale and has no
obligations under such agreement.

3. Any request for due diligence materials from ITB shall be limited to those in
its possession. ITB shall have no liability for costs and expenses of due
diligence investigations.

4. Any request by Buyer for a Phase II audit of the El Rancho Property shall be
subject to ITB's prior approval and subject to reasonable restrictions of
confidentiality (so long as such Buyer is not made liable for criminal penalties
thereby), scope and qualifications of persons performing such work as ITB may
reasonably impose.

5. (a) LVEN shall indemnify, protect, defend and hold ITB harmless from and
against any costs, claims or expenses (including actual attorneys' fees and
expenses) arising out of any dealings had by LVEN with any broker, finder or
other middleman in connection with the Acquisition Agreement or the transactions
contemplated thereby or for claims or rights to claim a commission, finders fee
or other brokerage fee by any such broker, finder, middleman or other person in
connection with the Acquisition Agreement or the transactions contemplated
thereby. Any such indemnification shall survive the closing under such
Acquisition Agreement or, if closing does not occur, the termination of such
Acquisition Agreement.

         (b) Buyer shall indemnify, protect, defend and hold ITB harmless from
and against any costs, claims or expenses (including actual attorneys' fees and
expenses) arising out of any dealings had by Buyer with any broker, finder or
other middleman claiming to have been engaged by or on behalf of Buyer in
connection with the Acquisition Agreement or the transactions contemplated
thereby or for claims or rights to claim a commission, finders fee or other
brokerage fee by any such broker, finder, middleman or other person in
connection with the Acquisition Agreement or the transactions contemplated
thereby. Any such indemnification shall survive the closing under such
Acquisition Agreement or, if closing does not occur, the termination of such
Acquisition Agreement.

6. In addition to the Grant Deed and other documents necessary to transfer the
El Rancho Property, ITB agrees to deliver to the Escrow Agent any other
incidental documents reasonably required by Buyer or the Escrow Agent to
consummate the purchase and sale of the El Rancho Property, and reasonably
acceptable to ITB, and provided that such additional documents shall not give
rise to any additional cost or liability to ITB and provided ITB is given
written notice by Buyer or Escrow Agent of the requirement for such incidental
documents within a reasonably sufficient time in advance of the scheduled date
of closing.

7. ITB agrees to deliver to Buyer or any title company of Buyer evidence in form
and content reasonably satisfactory to Buyer and such title company that (a) ITB
is duly organized and validly existing under the laws of the state of its
formation, (b) the Stipulation, transfer documents and all other documents
delivered by ITB pursuant to the Disposition Sale have been duly executed and
delivered by ITB, (c) the performance by ITB of the transactions contemplated by
the Stipulation for a Disposition Sale have been duly authorized by all
necessary corporate, shareholder or other action of ITB and its shareholders and
(d) ITB acknowledges that ITB will not look to Buyer to be liable to ITB, its
shareholders, the Stipulation and/or litigation identified in the Stipulation
solely as a result of its purchase of the El Rancho Property (and not as a
result of the terms and conditions of the Acquisition Agreement for the
Disposition Sale).

8. Upon delivery of the Representation Certificate, ITB will agree that if any
representation and warranty contained therein is materially untrue when made,
then Buyer shall have the right to pursue specific performance and/or recovery
of monetary damages against ITB in connection with such misrepresentation or
breach of warranty.

9. Capitalized terms used herein shall have the following definitions:

         a. Environmental Condition shall mean any condition with respect to
soil, surface waters, groundwater, land, stream sediments, surface or subsurface
strata, ambient air in any environmental medium compromising or surrounding the
real property that is part of the El Rancho Property, which could or does result
in any damage, loss, cost, expense, claim, demand, order or liability to or
against ITB or Buyer by any third party (including, without limitation, any
governmental entity), including, without limitation, any condition resulting
from the operation of ITB's business and/or the operation of the business of any
other property of ITB or operator in the vicinity of the El Rancho Property
and/or any activity or operation formerly conducted by any person or entity on
or off the El Rancho Property.

         b. Environmental Laws shall mean all applicable present and future
statutes, regulations, rules, ordinances, codes, licenses, permits, orders,
approvals, plans, authorizations, concessions, franchises, agreements and
similar items, of or with any and all governmental agencies, departments,
commissions, boards, bureaus or instrumentalities of the United States, states
and political subdivisions thereof and all applicable judicial and
administrative and regulatory decrees, judgments and orders relating to the
protection of human health or the environment, including, without limitation (i)
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. 9061 et seq.; the Hazardous Materials Transportation
Act, as amended, 49 U.S.C. 1801, et seq.; the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. 6901, et seq.; the Federal Water Pollution Control
Act, as amended, 33 U.S.C. 1251, et seq.; and analogous state laws and
regulations; (ii) all requirements, including, but not limited to, those
pertaining to reporting, licensing, permitting, investigation and remediation of
emissions, discharges, releases or threatened releases of Hazardous Substances
into the air, surface water, groundwater or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Substances; and (iii) all requirements
pertaining to the protection of the health and safety of employees or the
public.

         c. Hazardous substances shall mean (i) any toxic substance or hazardous
waste, substance or related material, or any pollutant or contaminate, (ii)
radon gas, asbestos in any form

which is or could become friable, urea formaldehyde foam insulation,
transformers or other equipment which contain dielectric fluid containing levels
of polychlorinated biphenals in excess of federal, state or local safety
guidelines, whichever are more stringent; (iii) any substance, gas, vapor,
energy, radiation, material or chemical which is or may be defined as or
included in the definition of "hazardous substances", "toxic substances",
"hazardous materials", "hazardous wastes" or words of similar import under any
Environmental Law"; and (iv) any other chemical, material, gas, vapor, energy,
radiation or substance, the exposure to or release of which is or may be
prohibited, limited or regulated by any governmental or quasi governmental
entity or authority that asserts or may assert jurisdiction over the El Rancho
Property or the operations or activity of the El Rancho Property or any
chemical, material, gas, vapor, energy, radiation or substance that does or may
pose a hazard to the health and/or safety of the occupants of the property or
the owners and/or occupants of property adjacent to or surrounding the El Rancho
Property.

         d. Licenses and permits shall mean all licenses, permits,
registrations, certificates, authorizations and governmental approvals obtained
in connection with the design, construction, rehabilitation, use and/or
operation of the property.

         e. Records and plans shall mean all building plans, specifications and
drawings, surveys, tax bills for the El Rancho Property for the last three (3)
tax years and for the current tax year to date, copies of all Licenses and
Permits and other documents related to the use, maintenance, repair, management,
construction and/or operation of the property.

         f. Release shall mean any releasing, spilling, leaking, pumping,
pouring, admitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping into soil, surface waters, ground water, land, stream
sediments, surface or subsurface strata, abient air and any environmental medium
comprising or surrounding the El Rancho Property.

         g. Threat of Release shall mean a substantial likelihood of a release
which requires action to prevent or mitigate damage to the soil, surface waters,
ground water, land, stream sediments, surface or subsurface strata, ambient air
in any environmental medium comprising or surrounding the property which may
result from such release.

10. If ITB is not the record owner of the El Rancho Property, ITB shall cause
the record owner to provide the representations and warranties and perform the
further actions set forth herein.

                                  Schedule 6(f)

The following shall occur:

1.       ITB's lease for the Albuquerque office space shall be assumed by
         AutoLend on or before the NPD Repurchase and the parties shall use
         their best efforts to obtain from the landlord a release of ITB from
         any liability under the lease upon such assumption. Upon such
         assumption, AutoLend shall return to ITB any and all equipment
         purchased by ITB for use at the Albuquerque office.

2.       Any obligations or agreements for the employment of Jeff Ovington, Lynn
         Budagher, Karen Klar and Linda Gonzalas by ITB or any of its
         subsidiaries shall be terminated effective two weeks following the
         Signing Date, without any obligation on the part of ITB to make
         severance or any other payments to such individuals.

3.       No payments shall be made by ITB or any of its subsidiaries for the use
         or operation of any private airplanes after the Signing Date.

4.       After the Signing Date, no expenditures shall be made or obligations
         incurred by ITB for the El Rancho Property other than for normal
         maintenance and emergency repairs, or payments for services already
         provided not to exceed $225,000.

5.       All moneys in the ITB bank account in Nevada shall be transferred to
         ITB in New Jersey on or before the LVEN Effective Date and all moneys
         in the ITB bank account in New Mexico shall be transferred to ITB on or
         before the NPD Repurchase. Prior to the transfer of such moneys to ITB
         in New Jersey, no disbursements in excess of $2,500 shall be made from
         either account without the prior written approval of Coelho and
         Quigley. 

Basic Info X:

Name: STIPULATION AND AGREEMENT
Type: Stipulation and Agreement
Date: July 8, 1998
Company: INTERNATIONAL THOROUGHBRED BREEDERS INC
State: Delaware

Other info:

Date:

  • December 1996
  • August 1995
  • October 1995
  • December 5 , 1996
  • January 10 , 1997
  • January 25 , 1997
  • October 14 , 1997
  • September 10 , 1997
  • January 1997
  • March 1997
  • August 6 , 1997
  • September 11 , 1997
  • October 30 , 1997
  • November 17 , 1997
  • January 14 , 1998
  • February 24 , 1998
  • January 1998
  • March 27 , 1998
  • April 17 , 1998
  • May 18 , 1998
  • May 27 , 1998
  • last thirty 30
  • January 15 , 1997
  • April 20 , 1998
  • December 20 , 1996
  • July 2 , 1998
  • March 22 , 1998

Organization:

  • Agreement of Compromise
  • American Stock Exchange
  • Securities and Exchange Commission
  • New Jersey Department of Law
  • Public Safety , Division of Gaming Enforcement
  • New Jersey Casino Control Commission
  • Garden State Race Track , Inc.
  • Freehold Racing Association
  • Meisel , Forman & Leonard
  • AutoLend Group , Inc.
  • Delaware Court of Chancery
  • Revolving Line of Credit
  • Credit Suisse First Boston Mortgage Capital LLC
  • El Rancho Hotel
  • Orion Casino Corporation
  • International Thoroughbred Gaming Development Corporation
  • Future Interest Purchase
  • D & C Gaming Corporation
  • Las Vegas Entertainment Network , Inc.
  • International Thoroughbred Breeders , Inc.
  • United States District Court
  • District of New Jersey
  • American Pastime West II LLC
  • Sixty-Two Million Five Hundred Thousand Dollars
  • El Rancho Purchase Price
  • Greenwood New Jersey , Inc.
  • The Family Investment Trust
  • Family Investment Trust Henry Brennan as Trustee
  • TRO Henry Brennan
  • the Rules of the Court of Chancery
  • CountryLand Properties , Inc.
  • Las Vegas Communications Corporation
  • United States Bankruptcy Court
  • Bankruptcy Trustee Releases
  • El Rancho Lender
  • LVEN Exclusive Marketing Period
  • NPD Share Warranties
  • NPD Share Pledge
  • Name Number of ITB
  • Schedule of Director Payments
  • Brennan Trustee Application
  • Brooks & Greenberg ; Young
  • Stargatt & Taylor ; Ballard
  • Andrews & Ingersoll ; Morris
  • Arsht & Tunnell ; Ashby & Geddes
  • McGuire & Wachenfeld
  • Layton & Finger ; Morris
  • Hitchens & Williams ; Sonnenblick , Parker & Selvers
  • Potter , Anderson & Corroon
  • Riordan & McKinzie
  • CSFB Effective Date
  • Standard Capital Group , Inc.
  • Greenwood Racing , Inc.
  • Conaway , Stargatt & Taylor
  • APW Acquisition Agreement
  • NPD Effective Date
  • the State of Delaware
  • New Jersey Bankruptcy Court
  • New Mexico Bankruptcy Court
  • Brennan Bankruptcy Approval
  • Brennan Bankruptcy Action
  • CSFB Loan Agreement
  • CSFB Loan Documents
  • Range 61 East , M.D.B. & M.
  • Book 1538 of Official Records
  • State of Nevada
  • CSFB Approval Agreement
  • Threat of Release
  • Any Records and Plans
  • Comprehensive Environmental Response
  • El Rancho Property
  • LVEN Effective Date

Location:

  • Las Vegas
  • Canada
  • Ontario Racetrack
  • P.C.
  • Florida
  • Philadelphia Park
  • Greenwood
  • New Jersey-based
  • Atlantic City
  • Corazzi
  • US
  • Freehold
  • Quigley
  • Kozlov
  • Romanini
  • Abraham
  • Delaware
  • Clark County
  • United States
  • Albuquerque
  • Nevada
  • New Mexico

Money:

  • $ 75 million
  • $ 5,808,032
  • $ 2,000,000
  • $ 55 million
  • $ 600,000
  • $ 450,000
  • $ 1,500
  • $ 5,000
  • $ 62,500,000
  • $ 4.375 million
  • $ 7.1 million
  • $ 1 million
  • $ 33 million
  • $ 12 million
  • $ 10 million
  • $ 5 million
  • $ 3 million
  • $ 100,000
  • $ 3,161.00
  • $ 56.2 million
  • $ 12.0 million
  • $ 44.2 million
  • $ 10.5 million
  • $ 4.6 million
  • $ 11,616,064
  • $ 2.2 million
  • $ 2.0 million
  • $ 10,000
  • $ 50,000
  • $ 200,000
  • $ 2 Million
  • $ 225,000
  • $ 2,500

Person:

  • MICHAEL ABRAHAM
  • KENNETH W. SCHOLL
  • Robert Green
  • James W. Murray
  • Moore Stephens
  • Counterclaim-Defendants Murray
  • James Rekulak v. Nunzio P. DeSantis
  • Joseph Corazzi
  • T. Brennan
  • Donald F. Conway
  • Myron Harris
  • Kenneth W. Scholl
  • Charles R. Dees , Jr.
  • Christopher C. Castens
  • Roger A. Tolins
  • Francis A. Zarro
  • Michael Abraham 5,000 Kenneth Scholl
  • Cozen
  • O'Connor
  • Seaton
  • Conaway
  • Spahr
  • Nichols
  • Tompkins
  • Greenwood
  • Richards
  • Cole Schotz
  • Stipulation
  • Frank A. Leo s Robert J. Quigley
  • Francis W. Murray
  • Henry Brennan
  • Anthony Coelho
  • Michael Abraham s Joseph Zappala
  • Joseph A. Corazzi s Kenneth S. Scholl
  • James J. Murray
  • John Mariucci
  • Frank Koenemund
  • Robert W. Green s Robert E. Brennan
  • Jeff Ovington
  • Lynn Budagher
  • Karen Klar
  • Linda Gonzalas

Percent:

  • 75 %
  • 80 %
  • 10 %
  • 50 %
  • 78 %
  • 22 %
  • 20 %
  • 125 %