UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re: DQSB II, INC.                                  Case Number:01-10974(EIK)
- -------------------------------------------------------------------------------

                   AMENDED SCHEDULES OF ASSETS AND LIABILITIES

Unless otherwise indicated, data is as of the close of business on October 19,
2001 (the"Petition Date").

The Debtor has used its best efforts to compile the information set forth in
these Amended Schedules of Assets and Liabilities from its books and records
maintained in the ordinary course of business. The Debtor reserves the right to
further amend these Amended Schedules of Assets and Liabilities as additional
information becomes available.

Certain information set forth in these Amended Schedules of Assets and
Liabilities is duplicative of information previously disclosed in the chapter 11
petition or related first day papers filed by the debtors and debtor in
possession in the chapter 11 cases jointly administered with the chapter 11 case
of Debtor American Classic Voyages Co., Case Number 01-10954 (collectively,
"AMCV"). In the course of preparing these Amended Schedules of Assets and
Liabilities, the debtor reviewed and, where appropriate, revised such
information to the best of its ability, to reflect postpetition accounting
adjustments made according to the Debtor's normal accounting practices.




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re:DQSB II, INC.                                       Case No:01-10974(EIK)
- -------------------------------------------------------------------------------

                              SUMMARY OF SCHEDULES

Indicate as to each schedule whether that schedule is attached.

Report totals from Schedules A, B, D, E, F, I and J in the boxes provided. Add
the amounts from Schedules A and B to determine the total amount of the debtor's
assets. Add the amounts from Schedules D, E and F to determine the total amount
of the debtor's liability.



                                                      ATTACHED
      NAME OF SCHEDULE                                (YES/NO)                       ASSETS                    LIABILITIES
      ----------------                                --------                       ------                    -----------
                                                                                                               
A.  Real Property                                        Yes                             $0.00
B.  Personal Property                                    Yes                       $178,980.46
C.  Property Claimed As Exempt                           No

D.  Creditors Holding Secured Claims                     Yes                                                         $0.00
E.  Creditors Holding Unsecured Priority Claims          Yes                                                         $0.00
F.  Creditors Holding Unsecured Nonpriority Claims       Yes                                                    $24,030.46
G.  Executory Contracts and Unexpired Leases             No
H.  Codebtors                                            No
  EXHIBITS TO SCHEDULE

I.  Current Income of Individual Debtor(s)               No
J.  Current Expenditure of Individual Debtor(s)          No

            TOTALS                                                                 $178,980.46                  $24,030.46





DQSB II, INC.                                                    01-10974 (EIK)
- -------------------------                                        --------------
              Debtor                                                Case No.

                           SCHEDULE A - REAL PROPERTY

         Except as directed below, list all real property in which the debtor
has any legal, equitable or future interest, including all property owned as a
co-tenant, community property, or in which the debtor has a life estate. Include
any property in which the debtor holds rights and powers exercisable for the
debtor's own benefit. If the debtor holds no interest in real property, write
"None" under "Description and Location of Property."

         Do not include interests in executory contracts and unexpired leases on
this schedule. List them in Schedule G - Executory Contracts and Unexpired
Leases.

         If an entity claims to have a lien or holds a secured interest in any
property, state the amount of the secured claim. See Schedule D. If no entity
claims to hold a secured interest in the property, write "None" in the column
labeled "Amount of Secured Claim."

         If the debtor is an individual or if a joint petition is filed, state
the amount of any exemption claimed in the property only in Schedule C -
Property claimed as Exempt.

                                  See Attached




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

DQSB II, INC.                                                    01-10974 (EIK)
- -------------------------                                        --------------
              Debtor                                                Case No.

                           SCHEDULE A - REAL PROPERTY



                                                                                    Net Book Value
                                                                                    of Debtor's Interest
                                                                                    in Property, Without
Description and Location             Nature of Debtor's                             Deducting any Secured         Amount of
of Property                          Interest in Property                           Claim or Exemption            Secured Claim
- ------------------------             --------------------                           ---------------------         -------------
                                                                                                         
       -None-

                                           Total Debtor -
                                 Total -





DQSB II, INC.                                                    01-10974 (EIK)
- -------------------------                                        --------------
              Debtor                                                Case No.

                         SCHEDULE B - PERSONAL PROPERTY

         Except as directed below, list all personal property of the debtor of
whatever kind. If the debtor has no property in one or more of the categories,
identify by inserting the word "None" where appropriate. If additional space is
needed in any category, attach a separate sheet properly identified with the
case name, case number, and the number of the category. If the debtor is an
individual or a joint petition is filed, state the amount of any exemptions
claimed on Schedule C - Property Claimed as Exempt.

         Do not include interests in executory contracts and unexpired leases on
this schedule. List them in Schedule G - Executory Contracts and Unexpired
Leases.

         If the property is being held for the debtor by someone else, state
that person's name and address under "Description and Location of Property."

                                  See Attached




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY



                                                                                DESCRIPTION AND LOCATION          NET BOOK
  TYPE OF PROPERTY                                                     NONE     OF PROPERTY                       VALUE
  ----------------                                                     ----     ------------------------          --------
                                                                                                         
1. Cash on hand.                                                         X      NONE                                    $0.00

2. Checking, savings or other financial accounts, certificates           X      NONE                                    $0.00
   of deposit, or shares in banks, savings and loan, thrift,
   building and loan, and homestead associations, or
   credit unions, brokerage houses, or cooperatives.

3. Security deposits with public utilities, telephone                    X      NONE                                    $0.00
   companies, landlords and others.

4. Household goods and furnishings, including audio, video               X      NONE                                    $0.00
   and computer equipment.

5. Books, pictures and other art objects, antiques, stamp,                      SEE EXHIBIT-B5                          $0.00
   coin, record, tape, compact disc and
   other collections or collectibles.

6. Wearing apparel.                                                      X      NONE                                    $0.00

7. Furs and jewelry.                                                     X      NONE                                    $0.00

8. Firearms and sports, photographic and other hobby                     X      NONE                                    $0.00
   equipment.

9. Interests in insurance policies. Name of insurance                    X      NONE                                    $0.00
   company of each policy and itemize surrender or
   refund value of each.

10. Annuities. Itemize and name each issuer.                             X      NONE                                    $0.00

11. Interests in IRA, ERISA, Keogh, or other pension or profit           X      NONE                                    $0.00
    sharing plan.

12. Stock and interest in incorporated and unincorporated                       SEE EXHIBIT-B12                   $167,542.32
    businesses.





                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY



                                                                                DESCRIPTION AND LOCATION          NET BOOK
  TYPE OF PROPERTY                                                     NONE     OF PROPERTY                       VALUE
  ----------------                                                     ----     ------------------------          --------
                                                                                                         
13. Interest in partnerships or joint ventures.                          X      NONE                                    $0.00

14. Government and corporate bonds and other negotiable                  X      NONE                                    $0.00
    and non-negotiable instruments.

15. Accounts receivable.                                                        SEE EXHIBIT-B15                     $2,669.14

16. Alimony, maintenance, support and property settlements               X      NONE                                    $0.00
     to which the debtor is or may be entitled.

17. Other liquidated debts owing debtor including tax refunds.                  SEE EXHIBIT-B17                         $0.00

18. Equitable future interests, life estates, and rights or              X      NONE                                    $0.00
    powers exercisable for the benefit of the debtor other than
    those listed in Schedule of Real Property.

19. Contingent and noncontigent interests in estate of a                 X      NONE                                    $0.00
    decedent, death benefit plan, life insurance policy or
    trust

20. Other contingent and unliquidated claims of every nature,                   SEE EXHIBIT-B20                     $8,769.00
    including tax refunds, counterclaims of the debtor and
    rights to setoff claims.

21. Patents, copyrights and other intellectual property.                 X      NONE                                    $0.00

22. Licenses, franchises and other general intangibles.                  X      NONE                                    $0.00





                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY



                                                                                DESCRIPTION AND LOCATION          NET BOOK
  TYPE OF PROPERTY                                                     NONE     OF PROPERTY                       VALUE
  ----------------                                                     ----     ------------------------          --------
                                                                                                         
23. Automobiles, trucks, trailers and other vehicles and                 X      NONE                                    $0.00
    accessories.

24. Boats, motors and accessories.                                       X      NONE                                    $0.00

25. Aircraft and accessories.                                            X      NONE                                    $0.00

26. Office equipment, furnishings and supplies.                          X      NONE                                    $0.00

27. Machinery, fixtures, equipment and supplies used in                  X      NONE                                    $0.00
    business.

28. Inventory.                                                                  SEE EXHIBIT-B28                         $0.00

29. Animals.                                                             X      NONE                                    $0.00

30. Crop - growing or harvested.                                         X      NONE                                    $0.00

31. Farm equipment and implements.                                       X      NONE                                    $0.00

32. Farm supplies, chemicals and feed.                                   X      NONE                                    $0.00

33. Other personal property of any kind not already listed.              X      NONE                                    $0.00

                                           TOTAL:                                                                 $178,980.46





                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 1 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B5



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
546

                                                TOTAL                                                         $0.00


Amounts are included in B26 and B27.




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 2 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B12



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
279             INVESTMENT IN SUBSIDIARIES                CAPE COD LIGHT, L.L.C.                          $(63,642.09)
                                                          OWNER/OPERATOR OF CV CAPE COD LIGHT

281             INVESTMENT IN SUBSIDIARIES                CAPE MAY LIGHT, L.L.C.                          $(69,945.70)
                                                          OWNER/OPERATOR OF CV CAPE MAY LIGHT

285             INVESTMENT IN SUBSIDIARIES                DELTA QUEEN COASTAL VOYAGES, L.L.C.            $(107,400.48)

290             INVESTMENT IN SUBSIDIARIES                GREAT AQ STEAMBOAT, L.L.C.                       $166,197.20

294             INVESTMENT IN SUBSIDIARIES                GREAT OCEAN CRUISE LINE, L.L.C.                    $1,923.51

296             INVESTMENT IN SUBSIDIARIES                GREAT PACIFIC NW CRUISE LINE, L.L.C.            $(20,939.52)

298             INVESTMENT IN SUBSIDIARIES                GREAT RIVER CRUISE LINE, L.L.C.                  $261,349.40
                                                                                                           -----------
                                                    TOTAL                                                  $167,542.32
                                                                                                           ===========





                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 3 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B15



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
441             INTERCOMPANY RECEIVABLES                  CAPE COD LIGHT, LLC                                  $82.74

442             INTERCOMPANY RECEIVABLES                  CAPE MAY LIGHT, LLC                                  $82.74

443             INTERCOMPANY RECEIVABLES                  GREAT AQ STEAMBOAT, LLC                             $919.60

444             INTERCOMPANY RECEIVABLES                  GREAT OCEAN CRUISE LINE, LLC                        $877.52

445             INTERCOMPANY RECEIVABLES                  GREAT PACIFIC NW CRUISE LINE, LLC                   $339.49

446             INTERCOMPANY RECEIVABLES                  GREAT RIVER CRUISE LINE, LLC                        $367.05
                                                                                                            ---------
                                                    TOTAL                                                   $2,669.14
                                                                                                            =========





                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 4 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B17



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
566
                                                                                                             -----
                                                TOTAL                                                        $0.00
                                                                                                             =====


Additional planning opportunities may exist which could decrease the projected
2001 income tax liabilities and increase the projected tax refund amounts.




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 5 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B20



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
243             TAX REFUND ALABAMA                        DQSB II, INC                                       $102.00

249             TAX REFUND ARKANSAS                       DQSB II, INC                                       $440.00

244             TAX REFUND INDIANA                        DQSB II, INC                                       $175.00

247             TAX REFUND IOWA                           DQSB II, INC                                       $381.00

253             TAX REFUND KENTUCKY                       DQSB II, INC                                       $893.00

255             TAX REFUND LOUISIANA                      DQSB II, INC                                     $2,764.00

251             TAX REFUND MINNESOTA                      DQSB II, INC                                       $495.00

254             TAX REFUND MISSISSIPPI                    DQSB II, INC                                     $1,218.00


 Additional planning opportunities may exist which could decrease the projected
 2001 income tax liabilities and increase the projected tax refund amounts.

                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 6 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B20



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
246             TAX REFUND MISSOURI                       DQSB II, INC                                        $373.00

250             TAX REFUND OHIO                           DQSB II, INC                                        $456.00

252             TAX REFUND PENNSYLVANIA                   DQSB II, INC                                        $712.00

242             TAX REFUND TENNESSEE                      DQSB II, INC                                         $47.00

248             TAX REFUND WEST VIRGINIA                  DQSB II, INC                                        $399.00

245             TAX REFUND WISCONSIN                      DQSB II, INC                                        $314.00
                                                                                                            ---------
                                                    TOTAL                                                   $8,769.00
                                                                                                            =========


Additional planning opportunities may exist which could decrease the projected
2001 income tax liabilities and increase the projected tax refund amounts.


                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE                  Page 7 of 7

In re: DQSB II, INC.                                    Case No: 01-10974 (EIK)
- -------------------------------------------------------------------------------

                         SCHEDULE B - PERSONAL PROPERTY
                                   EXHIBIT B28



Asset Id        Description                               Location                                      Net Book Value
- --------        -----------                               --------                                      --------------
                                                                                               
588
                                                                                                              -----
                                                TOTAL                                                         $0.00
                                                                                                              =====


Physical counts of inventory will be performed at a later date. Book values
included in this schedule will be adjusted to reflect such counts.




                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re:DQSB II, INC.                                  Case Number:01-10974 (EIK)
- -------------------------------------------------------------------------------

                 SCHEDULE D -- CREDITORS HOLDING SECURED CLAIMS

State the name, mailing address, including zip code, and the account number, if
any, of all the entities holding claims secured by property of the debtor as of
the date of filing the petition. List creditors holding all types of secured
interests such as judgment liens, garnishments, statutory liens, mortgages,
deeds of trust, or other security interests. List creditors in alphabetic order
to the extent practicable. If all secured creditors will not fit on this page,
use the continuation sheet provided.

If any entity other than a spouse in a joint case may be jointly liable on a
claim, place an "X" in the column labeled "Codebtor." Include the entity on the
appropriate schedule of creditors, and complete Schedule H - Codebtors.

If the claim is contingent, place an "X" in the column labeled "Contingent." If
the claim is unliquidated, place an "X" in the column labled "Unliquidated." If
the claim is disputed, place an "X" in the column labled "Disputed." (You may
need to place an "X" in more than one of these three columns.) Report the total
of all claims listed in this schedule in the box labled "Total" on the last
sheet of the completed schedule. Report this total also on the Summary of
Schedules.

[X]      Check this box if debtor has no creditors holding secured claims to
         report on this Schedule D.