PLEDGE AND SECURITY AGREEMENT



                   by and between James D. Tilton, as Obligor



                                       and



                            THE AUGUSTINE FUND, L.P.

                                as Secured Party



                         Dated as of September 30, 1999



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                          PLEDGE AND SECURITY AGREEMENT



      THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") dated as of

September 30, 1999, is entered into by and between Mr. James D. Tilton (the

"Obligor"), and THE AUGUSTINE FUND, L.P. (the "Secured Party").



                                   WITNESSETH:



      WHEREAS, Thoroughbred Interests, Inc., a Nevada corporation (the

"Company") and the Secured Party are parties to that certain Promissory Note

dated as of the date hereof (including also all Exhibits and Addenda executed by

the parties, the "Note").



      WHEREAS, it is a condition precedent to Secured Party's willingness to

execute the Note and to lend the sum of $300,000.00 to the Company (the

"Obligations") be secured by 6,000,000 shares of common stock (the "Common

Stock") of the Company owned or to be purchased by the Obligor.



      NOW, THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged by the parties executing this Agreement, the parties hereto agree

as follows:



      SECTION 1. Grant of Security Interest. The Obligor hereby conveys,

transfers, grants, assigns and pledges to the Secured Party a security interest

in and security title to (together with a right of setoff) the Obligor's right,

title and interest in 6,000,000 shares of Common Stock of the Company owned by

the Obligor (the "Collateral").



      SECTION 2. Security for Obligations. This Agreement secured the

performance of the obligations of the Company under the Note (the "Company's

Obligations"), whether now or hereafter existing. Without limiting the

generality of the foregoing, this Agreement secures the performance of the

Company's Obligations and all amounts which would be owned by the Obligor to the

Secured Party but for the fact that they are unenforceable or not allowable due

to the existence of a bankruptcy, reorganization or similar proceeding involving

the Obligor.



      SECTION 3. Representations and Warranties. The Obligor represents and

warrants as follows:



            (a) This Agreement creates a valid security interest in the

      Collateral, securing the performance of the company's Obligations.



            (b) The Collateral is not subject to any lien, security interest or

      encumbrance senior to that created by this Agreement.



            (c) The Collateral is or may be restricted from transfer under

      applicable securities law, unless the Company defaults under its

      obligations under the





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      Note, at which time the Secured Party may be able to sell the Collateral

      pursuant to Rule 144.



      SECTION 4. Further Assurances. The Obligor agrees that from time to time

it will promptly execute and deliver all further instruments and documents and

take all further action that may be necessary or that the Secured Party may

reasonably request in order to perfect and protect any security interest granted

or purported to be granted hereby or to enable the Secured Party to exercise and

enforce its rights and remedies hereunder with respect to the Collateral.



      SECTION 5. Transfer of Collateral. Except as stated herein, the Obligor

shall not sell, assign (by operation of law or otherwise) or otherwise dispose

of, or grant any option with respect to, the Collateral. The Obligor shall upon

request of the Secured Party provide trade confirmations with respect to any

Common Stock sold.



      SECTION 6. Secured Party Appointed Attorney-in-Fact. The Obligor hereby

irrevocably appoints the Secured Party its attorney-in-fact, with full authority

in the place and stead of the Obligor and in the name of the Obligor or

otherwise, at such time as any default has occurred in the Company's Obligations

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