This Indemnity Agreement ("Agreement") is made as of September 27, 1999, by and between
THOROUGHBRED INTERESTS, INC., a Nevada ("Company"), and James D. Tilton ("Indemnitee"), a
director and/or officer or key executive, employee or consultant of the Company, or a person serving at the
request of the Company as a director, officer, employee or agent of another enterprise.
A. The Indemnitee is currently serving or has agreed to serve as a director and/or officer of the Company and in
such capacity has rendered and/or will render valuable services to the Company.
B. The Company has investigated the availability and sufficiency of liability insurance and applicable statutory
indemnification provisions to provide its directors and officers with adequate protection against various legal risks
and potential liabilities to which such individuals are subject due to their positions with the Company and has
concluded that such insurance may be unavailable or too costly, and even if purchased it, and the statutory
provisions, may provide inadequate and unacceptable protection to certain individuals requested to serve as its
directors and/or officers.
C. It is essential to the Company that it attract and retain as officers and directors the most capable persons
available and in order to induce and encourage highly experienced and capable persons such as the Indemnitee to
serve or continue to serve as a director and/or officer of the Company, the Board of Directors has determined,
after due consideration and investigation of the terms and provisions of the Agreement and the various other
options available to the Company and the Indemnitee in lieu hereof, that this Agreement is not only reasonable
and prudent but necessary to promote and ensure the best interests of the Company and its stockholders.
NOW, THEREFORE, in consideration of the services or continued services of the Indemnitee and in order to
induce the Indemnitee to serve or