STIPULATION AND AGREEMENT

 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  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 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 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  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").

                           (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  By-Law;  (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
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.
                       (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 inter-
ference  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  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,  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 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 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.
                  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 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  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
prepay  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.
                  DD.      After considering all of the above, all parties to
the Actions have concluded that: (i) under all of the circumstanc-
es, 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:

                                                  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 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:
                           (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 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 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 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 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.
                                (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 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
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 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 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 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 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:
                        (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
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:
                  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) 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 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 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 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 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 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  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 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").

                                             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 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.
                  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 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  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  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.

                                                    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.

                                                   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 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 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 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.

                                                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.

                                                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 trans-
         ferred 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.

                                           Schedule of Director Payments
                                               dated April 20, 1998*

The following,  and no other,  payments shall be made by ITB or its subsidiaries
to the Directors through and until the NPD Repurchase:

1.       Payments of regular ITB  directors'  fees in accordance  ITB's existing
         policy.

2.       Payments to Nunzio  DeSantis  consisting  solely of his base salary and
         automobile  allowance and continuation of his insurance  benefits under
         the terms set forth in the employment agreement dated as of January 15,
         1997.

3.       Payment of $10,000 per month consulting fees to each of Tony Coelho and
         Joseph Zappala.

4.       Reasonable  expenses for  attendance at Board meetings and ITB business
         meetings,  including  without  limitation,   commercial  (not  private)
         airline fees.

5.       Payments of $10,000 per month to Kenneth  Scholl for serving as project
         manager for the El Rancho Property.

6.       Payment of an amount not to exceed $10,000 to Schnader, Harrison, Segal
         & Lewis,  LLP,  legal counsel hired by Francis Murray on behalf of ITB,
         in  connection  with legal fees already  incurred  regarding a possible
         asset sale,  subject to review of the invoices therefor by Tony Coelho.
         Payment  for any  services  rendered  after April 17, 1998 shall not be
         paid or reimbursed by ITB.

7.       Payment of compensation to Francis Murray on the terms set forth in the
         resolution adopted by the ITB Board on December 20, 1996.

* All terms  used  herein and not  otherwise  defined  shall  have the  meanings
ascribed to them in the Stipulation and Agreement of Compromise,  Settlement and
Release.

 

Basic Info X:

Name: STIPULATION AND AGREEMENT
Type: Stipulation and Agreement
Date: July 16, 1998
Company: LAS VEGAS ENTERTAINMENT NETWORK 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
  • May 1998
  • February 24 , 1998
  • January 1998
  • March 27 , 1998
  • May 18 , 1998
  • May 27 , 1998
  • last thirty 30
  • April 20 , 1998
  • July 2 , 1998
  • March 22 , 1998
  • January 15 , 1997
  • April 17 , 1998
  • December 20 , 1996

Organization:

  • 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
  • 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
  • Frank Koenemund Frank Koenemund
  • 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
  • LVEN Effective Date
  • El Rancho Property
  • Segal & Lewis , LLP
  • Agreement of Compromise

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
  • Schnader

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
  • $ 50,000
  • $ 200,000
  • $ 2 Million
  • $ 225,000
  • $ 2,500
  • $ 10,000

Person:

  • MICHAEL ABRAHAM
  • KENNETH W. SCHOLL
  • Robert Green
  • James W. Murray
  • Moore Stephens
  • Counterclaim-Defendants Murray
  • James Rekulak v. Nunzio P. DeSantis
  • Joseph Corazzi
  • Frank Koenemund
  • 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 Frank A. Leo s Robert J. Quigley Robert J. Quigley
  • Francis W. Murray Francis W. Murray
  • Henry Brennan
  • Anthony Coelho Anthony Coelho
  • Michael Abraham Michael Abraham s Joseph Zappala Joseph Zappala
  • Kenneth S. Scholl Kenneth S. Scholl
  • James J. Murray James J. Murray
  • John Mariucci John Mariucci
  • Robert W. Green Robert W. Green
  • Robert E. Brennan Robert E. Brennan
  • Nunzio P. DeSantis Nunzio P. DeSantis
  • Joseph A. Corazzi Joseph A. Corazzi
  • Jeff Ovington
  • Lynn Budagher
  • Karen Klar
  • Linda Gonzalas
  • Nunzio DeSantis
  • Harrison
  • Tony Coelho
  • Francis Murray

Percent:

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