Exhibit 10.10


executed and delivered on July 6, 2004, by ITG Vegas, Inc., a Nevada corporation
and ITG Palm Beach, LLC, a Delaware limited  liability  company  (collective the
"Seller"), in favor of PDS Gaming Corporation, a Minnesota corporation (together
with  its  successors  and  assigns,   "Purchaser").

     1. In  consideration of $500,000.00  ("Purchase  Price") and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged, Seller does hereby bargain, sell, convey and grant unto Purchaser,
its  successors and assigns,  all of the assets and personal  property of Seller
identified on the Attachment "A" attached  hereto and  incorporated  herein (the

     2. Seller hereby  represents and warrants to Purchaser,  its successors and
assigns as follows:

          a. ITG Vegas, Inc., is a Nevada corporation,  duly organized,  validly
     existing and in good  standing  under the laws of the State of Nevada,  and
     has all  corporate  power and  authority to transact  business as it is now
     being  conducted;  and that ITG Palm  Beach,  LLC,  is a  Delaware  limited
     liability  company,  duly organized,  validly existing and in good standing
     under  the laws of the  State of  Delaware,  and has all  legal  power  and
     authority to transact business as it is now being conducted.

          b. Seller is the lawful owner of the Assets,  has good title and right
     to sell and  transfer  the same,  and that all such Assets and property are
     transferred  to Purchaser free and clear of all liens,  security  interests
     and  encumbrances  whatsoever.  Seller  has  not  made  any  prior  sale or
     assignment  of the Assets (or any  portion of them) to any other  person or

          c.  Seller has full legal  right and  corporate  or limited  liability
     company  power  and  authority  to enter  into and  deliver  this  Transfer
     Agreement and to consummate the transactions  contemplated by this Transfer
     Agreement,  the execution and delivery of this Transfer  Agreement has been
     approved  by the  necessary  corporate  or  other  action,  and none of the
     Seller's  obligations  hereunder will result in any breach of any provision
     of any contract,  agreement or instrument to which Seller is a party, or by
     which Seller or its assets are bound.

          d. This Transfer Agreement is a legal, valid and binding obligation of
     Seller enforceable against Seller in accordance with its terms.

          e. Seller has received all federal,  state and local  consents and all
     consents  of any  private  persons or  entities  necessary  to execute  and
     deliver  this  Transfer  Agreement,  and  to  consummate  the  transactions
     contemplated  hereby.   Seller  represents  that  no  additional  approval,
     consent,  exemption or other  action by, or notice to or filing  with,  any
     governmental  authority  or private  individuals  by Seller is necessary in
     connection with

     the  execution,  delivery,  performance  or  enforcement  of this  Transfer
     Agreement or any instrument or agreement required hereunder,  except as has
     been obtained prior to the date hereof.

          f. There is no action or proceeding pending or, to Seller's knowledge,
     threatened, against the Assets, which may adversely affect the value of the
     Assets or the enforceability of the Transfer Agreement.

     3. This Transfer Agreement constitutes an irrevocable,  direct and absolute
true sale at law of the Assets and not a grant of a  security  interest  in such
Assets by the Seller to the  Purchaser to secure a debt or other  obligation  of
the Seller.  However,  if notwithstanding  the intent of the parties, a court of
competent  jurisdiction  holds that the  conveyance  of the Assets is not a true
sale of the Assets  from the  Seller to the  Purchaser,  then (a) this  Transfer
Agreement also shall be deemed to be and hereby is a security  agreement  within
the meaning of the Uniform  Commercial Code as in effect in the States of Nevada
and Delaware,  respectively,  (b) this Transfer Agreement and the Seller's books
and records shall  evidence the Purchase  Price paid by  Purchaser,  and (c) the
conveyance by the Seller provided for in this Transfer Agreement shall be deemed
to be, and the Seller hereby grants to the Purchaser a security  interest in and
to, all of the  Seller's  right,  title,  and  interest  in Assets to secure all
obligations  of the Seller to the Purchaser now or hereafter  arising under this
Transfer Agreement,  including,  without limitation,  loans to the Seller in the
amount of the Purchase Price. Seller hereby authorizes Purchaser to file uniform
commercial code financing  statements  against Seller to provide evidence of the
transfer of the Assets, as well as the  precautionary  security interest granted
by Seller to Purchaser hereunder.

     4. For the purposes of accounting treatment under FASB 140 it is the intent
of the parties  hereto that upon payment of the  Purchase  Price by Purchaser to
Seller and delivery of the Assets by Seller to Purchaser that:

          a. The Assets will be isolated from Seller and its creditors,  even in
     bankruptcy or other receivership;

          b. Purchaser shall have obtained all right,  title and interest in and
     to the Assets free from any and all  conditions  that  constrain  Purchaser
     from taking advantage of its right to pledge or exchange the Assets; and

          c. Seller will no longer  maintain  effective  control over the Assets
     and no  agreement  exists that both  entitles and  obligates  the Seller to
     repurchase  or redeem the  Assets,  nor shall  Seller  have the  ability to
     unilaterally  cause the Purchaser or any assignee of  Purchaser,  to return
     any part of the Assets.

     5. Seller hereby covenants and agrees to indemnify,  defend,  save and hold
Purchaser  and  its  successors,   assigns,  affiliates,   employees,  officers,
directors and financiers  free,  clear and harmless from and against any and all
liabilities,  losses,  costs,  expenses (including  reasonable attorneys' fees),
damages,  actions,  suits, debts, judgments,  claims,  administration of claims,
liens,  demands  and  obligations  of  any  and  kind,  nature,   character  and
description,  known or unknown,  accrued or not yet accrued, whether anticipated
or  unanticipated  caused by,  resulting

from, or in any way connected with any breach of any representation, warranty or
covenant of Seller under this Transfer Agreement.

     6. Seller  further  hereby  covenants and agrees with Purchaser that Seller
will  execute  and  deliver  to  Purchaser  all  such  further   instruments  of
conveyance,  assignment and transfer as Purchaser shall reasonably  request from
time to time to  effectuate  the transfer of the Assets to  Purchaser,  free and
clear of any and all liens, claims and encumbrances.

     7. This Transfer  Agreement may be executed in as many  counterparts as may
be deemed  necessary  and  convenient,  and by the different  parties  hereto on
separate counterparts, each of which, when so executed, shall be deemed to be an
original,  but all such  counterparts  together shall constitute but one and the
same document.

     8. The parties  hereto agree that execution of a facsimile of this Transfer
Agreement shall have the same force and effect as an executed original and shall
be binding upon the parties hereto. The Parties hereto agree that execution of a
facsimile  of  this  Transfer   Agreement  and  any  documents,   agreements  or
instruments  incorporated  herein by  reference  shall  have the same  force and
effect as an executed original and shall be binding upon the Parties.

     9. This Transfer Agreement shall be construed and enforced according to the
laws of the State of Nevada,  and the parties hereto consent to the jurisdiction
of the state and federal courts located in the State of Nevada.

                                      * * *

IN WITNESS  WHEREOF,  Seller and  Purchaser  have  executed and  delivered  this
Transfer Agreement as of the date first above written.


ITG Vegas, Inc.                         ITG Palm Beach, LLC

By:/S/Francis W. Murray                 By:ITG Vegas Inc, Sole Member
Name: Francis W. Murray                 By:/s/Francis W. Murray
Its:  President                         Its:  President


PDS Gaming Corporation

By:/s/Peter D. Cleary
Name: Peter D. Cleary
Its:  President

                                 Attachment A to
                  Warranty Bill of Sale and Transfer Agreement 

Basic Info X:

Type: Warranty Bill of Sale and Transfer Agreement
Date: July 21, 2004
State: Delaware

Other info: