EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT, made as of this 1st day of June, 1999, by and

between:



      THOROUGHBRED INTERESTS, INC., a Nevada corporation having its executive

office at 8702 Twin Ridge Court, Louisville, KY 40242 (hereinafter referred to

as "EMPLOYER")



                                       AND



      JAMES D. TILTON, an adult individual residing at 8702 Twin Ridge Court,

Louisville, KY 40242 (hereinafter "EMPLOYEE")



      WITNESSETH THAT;



      WHEREAS, EMPLOYEE has certain education, experience, background, know-how

and contacts which would be useful and helpful to EMPLOYER in its business and

EMPLOYER is desirous of employing EMPLOYEE in order to obtain the benefits of

such education, experience, background, know-how and contacts;



      WHEREAS, EMPLOYEE is agreeable to being employed by EMPLOYER and providing

the benefits of his education, experience, background and contacts to EMPLOYER;



      WHEREAS, the parties have agreed upon the terms of such employment and

desire a written, formal contract to evidence their agreements;



      NOW, THEREFORE, in consideration of the mutual promises, covenants and

forbearances contained herein, and intending to be legally bound, the parties

have agreed as follows;



      1. EMPLOYMENT. For the term provided in Paragraph 2, EMPLOYER hereby

employs EMPLOYEE, and EMPLOYEE hereby accepts that employment, upon the terms

and conditions hereinafter set forth.



      2. TERM.



      (a) This Agreement shall become effective as of June 1, 1999.



      (b) This Agreement, subject to the provisions of Paragraphs 16 and 17

below, shall continue and exist for an initial period



{PAGE}   3



from such effective date until December 31, 2000. (initial term).



      (c) If, four (4) months prior to the expiration date of the initial term,

neither party is then in default under this Agreement, EMPLOYER shall have the

option to extend the term of this Agreement for an additional one (1) year

period. Such option shall be exercised by EMPLOYER mailing notice to EMPLOYEE,

on or before three (3) months prior to the expiration date of the initial term,

of its intention to so extend the Agreement. If EMPLOYER shall not exercise its

extension option on or before the three months prior to the expiration date of

the initial term, this Agreement shall terminate as provided.



      (d) This Agreement shall be subject to a further one (1) year extension

under the procedure provided in subparagraph (c), provided that at December 31

of the then existing extension year neither party is then in default under this

Agreement and notice of exercise of the extension option is given on or before

January 31 of such extension year.



      (e) Notwithstanding the foregoing, the term of this Agreement is otherwise

subject to the various termination provisions contained hereafter.



      3. COMPENSATION-BASE. (a) For all services rendered under this Agreement,

EMPLOYEE shall be paid, as base compensation, such annual salary as shall be

determined by the EMPLOYER's Board of Directors from time to time, but in no

event shall such compensation be at a rate of less than Ten Thousand Dollars per

month, finances permitting.



(b) EMPLOYEE shall receive his salary, finances permitting, each month. Any

amounts not paid to EMPLOYEE will accrue and be received by employee as

EMPLOYER'S finances permit. Such base compensation payments shall be in addition

to such incentive compensation, fringe benefits and bonuses as provided

elsewhere herein.



(b) For compensation purposes, and provided that such assignment does not

require residential relocation, EMPLOYER may assign EMPLOYEE to one or more of

its subsidiaries and/or affiliates (if





                                       2

{PAGE}   4



any), to perform services consistent with EMPLOYEE's duties hereunder. In such

event, EMPLOYEE may be separately compensated by each such entity. All such

compensation shall be deducted from the compensation payable under subparagraphs

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