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")
JAMES D. TILTON, an adult individual residing at 8702 Twin Ridge Court, Louisville, KY 40242 (hereinafter
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
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.
(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
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 expira