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                                 EXHIBIT 10.2

                               PROMISSORY NOTE

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                                PROMISSORY NOTE

U.S.$375,000.00                                         Chicago, Illinois U.S.A.

                                                              September 30, 1999

Amount; Interest Rate

                  FOR VALUE RECEIVED, the undersigned, Thoroughbred Interests,
                  Inc., a Nevada corporation with its principal offices at 8702
                  Twin Ridge Court, Louisville, Kentucky 40242, promises to pay
                  to the order of The Augustine Fund, L.P., an Illinois Limited
                  Partnership ("Augustine"), with offices at 141 West Jackson
                  Street, Suite 2182, Chicago, Illinois 60604 the principal sum
                  of Three Hundred Seventy-Five Thousand and no/100 United
                  States dollars (U.S.$375,000.00). Interest shall not accrue
                  on the said principal sum except as stated below.

Payment Schedule

                  The principal amount of this note shall be payable on or
                  before the date which is one hundred eighty (180) days from
                  the date of this note (the "Due Date"). Augustine shall have
                  the right, but not the obligation, in its sole discretion, at
                  any time after the date hereof, to convert all or any portion
                  of the principal amount due under this note (i.e.,
                  $375,000.00) into "Units" (as defined in that Offering
                  Circular Under Regulation A issued by the undersigned as of
                  July 27, 1999 (the "Offering Circular"), which Offering
                  Circular is incorporated herein by reference), at the price
                  stated for the Units in the Offering Circular. Thus, Augustine
                  may, in its sole discretion, receive up to 375 Units. Any such
                  conversion shall reduce the principal amount due hereunder in
                  the amount of $1,000.00 per Unit received by Augustine.

                  From and after the Due Date until the principal amount of this
                  note is paid in full, in addition to the above, interest shall
                  be paid in cash, in the amount of eighteen percent (18%) per
                  annum. All accrued interest (if any) under this note shall be
                  payable with the first repayment of principal.

Default

                  If any of the following events shall occur, the outstanding
                  principal balance of this note together with accrued interest
                  thereon shall, on demand by the holder of this note, be due
                  and payable: any amount owing under this note is not paid when
                  due; a default under any other provision of this note or under
                  any guarantee or other agreement providing security for the
                  payment of this note; a breach of any representation or
                  warranty under this note or under any such guarantee or other
                  agreement; the liquidation, dissolution, death or incompetency
                  of the undersigned or any individual, corporation, partnership
                  or other entity guaranteeing or providing security for the
                  payment of this

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                  note; the sale of a material portion of the business and
                  assets of the undersigned or any corporation, partnership or
                  other entity guaranteeing or providing security for the
                  payment of this note; the filing of a petition under any
                  bankruptcy, insolvency or similar law by the undersigned or by
                  any individual, corporation, partnership or other entity
                  guaranteeing or providing security for the payment of this
                  note; the making of any assignment for the benefit of
                  creditors by the undersigned or by any individual,
                  corporation, partnership or other entity guaranteeing or
                  providing security for the payment of this note; the filing of
                  a petition under any bankruptcy, insolvency or similar law
                  against the undersigned or against any individual,
                  corporation, partnership or other entity guaranteeing or
                  providing security for the payment of this note and such
                  petition not being dismissed within a period of thirty (30)
                  days of the filing.

Default Interest

                  Except as otherwise stated herein, the outstanding balance of
                  any amount owing under this note which is not paid when due
                  shall bear interest at the maximum rate permitted by law.

Usury Clause

                  Notwithstanding any other provision of this note, interest
                  under this note shall not exceed the maximum rate permitted by
                  law; and if any amount is paid under this note as interest in
                  excess of such maximum rate, then the amount so paid will not
                  constitute interest but will constitute a prepayment on
                  account of the principal amount of this note. If at any time
                  the interest rate under this note would, but for the provision
                  of the preceding sentence, exceed the maximum rate permitted
                  by law, then the outstanding principal balance of this note
                  shall, on demand by the holder of this note, become and be due
                  and payable. The parties acknowledge that this is a commercial
                  loan, made for bona fide business purposes.

Where to Make Payments

                  All payments of principal and interest shall be made in lawful
                  currency of the United States of America in immediately
                  available funds before 5:00 p.m. New York time on the due date
                  thereof at the offices of Augustine as stated in the first
                  paragraph of this instrument, or in such other manner or at
                  such other place as the holder of this note designates in
                  writing.

Tax Gross Up

                  All payments under this note shall be made without defense,
                  set-off or counterclaim, free and clear of and without
                  deduction for any taxes of any


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                  nature now or hereafter imposed. Should any such payment be
                  subject to any tax, the undersigned shall pay to the holder of
                  this note such additional amounts as may be necessary to
                  enable the holder to receive a net amount equal to the full
                  amount payable hereunder. As used in this paragraph, the term
                  "tax" means any tax, levy, impost, duty, charge, fee,
                  deduction, withholding, turnover tax, stamp tax and any
                  restriction or condition resulting in a charge imposed in any
                  jurisdiction upon the payment or receipt of any amount under
                  this note other than taxes on the overall net income of the
                  holder under the laws of Illinois and of the United States of
                  America.

Expenses

                  The undersigned agrees to pay on demand (i) all expenses
                  (including, without limitation, legal fees and disbursements)
                  incurred in connection with the negotiation and preparation of
                  this note and any documents in connection with this notes, and
                  (ii) all expenses of collecting and enforcing this note and
                  any guarantee or collateral securing this note, including,
                  without limitation, expenses and fees of legal counsel, court
                  costs and the cost of appellate proceedings.

Governing Law; Agent for Service of Process

                  This note and the obligations of the undersigned shall be
                  governed by and construed in accordance with the law of the
                  State of Illinois, U.S.A. For purposes of any proceeding
                  involving this note or any of the obligations of the
                  undersigned, the undersigned hereby submits to the
                  non-exclusive jurisdiction of the courts of the State of
                  Illinois and of the United States having jursidiction in the
                  County of Cook, State of Illinois, and agrees not to raise and
                  waives any objection to or defense based upon the venue of any
                  such court or based upon forum non conveniens. The undersigned
                  agrees not to bring any action or other proceeding with
                  respect to this note or with respect to any of its obligations
                  in any other court unless such courts of the State of Illinois
                  and of the United States determine that they do not have
                  jurisdiction in the matter. For purposes of any proceeding
                  involving this note or any of the obligations of the
                  undersigned, the undersigned hereby irrevocably appoints H.
                  Glenn Bagwell, Jr., Esq., with offices at 3005 Anderson Drive,
                  Suite 204, Raleigh, NC 27609 (the "Escrow Agent"), its agent
                  to receive service of process for it and on its behalf.

Waiver of Presentment, Etc.

                  The undersigned waives presentment for payment, demand,
                  protest and notice of protest and of non-payment.

Delay; Waiver


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                  The failure or delay by the holder of this note in exercising
                  any of its rights hereunder in any instance shall not
                  constitute a waiver thereof in that or any other instance. The
                  holder of this note may not waive any of its rights except by
                  an instrument in writing signed by the holder.

Prepayment

                  The undersigned may prepay all or any portion of the principal
                  of this note at any time and from time to time without premium
                  or penalty. Any such prepayment shall be applied against the
                  installments of principal due under this note in the inverse
                  order of their maturity and shall be accompanied by payment of
                  accrued by unpaid interest on the amount prepaid to the date
                  of prepayment.

Amendment

                  This note may not be amended without the written approval of
                  the holder.

Agreement; Guarantee

                  As additional security for the undertakings of the parties
                  hereto, and as a material portion of the consideration for
                  Augustine to make the loan evidenced by this note, Mr. James
                  D. Tilton has executed of even date herewith the Stock Escrow
                  Agreement attached hereto as Exhibit A (the "Escrow
                  Agreement"), the Pledge and Security Agreement attached hereto
                  as Exhibit B, and the Guaranty Agreement attached hereto as
                  Exhibit C. Such documents are incorporated herein by
                  reference.

                              Maker:

                              THOROUGHBRED INTEREST, INC.


                              By:    /s/ James D. Tilton, Jr.
                                 -----------------------------------------------
                                   (Duly Authorized Officer or Director)


       Accepted by:           The Augustine Fund, L.P.

                              By: Augustine Capital Management, Inc., its
                                  General Partner


                              By:    /s/ Thomas F. Augustine
                                 -----------------------------------------------
                                   (Duly Authorized Member)


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                                   EXHIBIT C

                               GUARANTY AGREEMENT

      For and in consideration of The Augustine Fund, L.P. ("Augustine"), making
a loan in the amount of $300,000.00 to Thoroughbred Interests, Inc., a Nevada
corporation (the "Company"), such loan evidenced by that promissory note dated
as of September 30, 1999 (the "Note") to which this Guaranty Agreement is
attached and made a part thereof, and for other good and valuable
considerations, the receipt and sufficiency of which are acknowledged, the
undersigned Guarantor(s), being one or more Officers and/or major Shareholders
of the Company (collectively, the "Guarantor"), fully and completely guarantee
the full and timely performance by the Company of all terms and provisions of
the Note (including also any Addenda or Exhibits thereto, including without
limitation the repayment to Augustine within 180 days after the date of the Note
of the sum of $375,000.00, and including reasonable attorney fees and expenses;
and said Guarantor does hereby further guarantee and agree to promptly and fully
pay to Augustine all charges and damages that might arise and be the
responsibility of the Company under the terms and provisions of the Note
(including also any Addenda or Exhibits thereto), with it being the intent of
said Guarantor (and each of them, jointly and severally) to fully guarantee and
protect Augustine as to any and all matters that are or might become the
responsibility of the Company under the Note (including also any Addenda or
Exhibits thereto), including any additional term or modification of the Note by
the parties thereto, and including all expenses and attorney fees incurred by
Augustine as to the Company and as to enforcement of this Guaranty Agreement.

      This Guaranty Agreement and the obligations of the Guarantor is deemed
made in, and shall be governed by and construed in accordance with the law of
the State of Illinois, U.S.A. For purposes of any legal proceeding involving
this Guaranty Agreement or any of the obligations of the Guarantor, the
Guarantor (and each of them) hereby submits to the non-exclusive jurisdiction of
the courts of the State of Illinois and of the United States having jurisdiction
in the County of Cook, State of Illinois, and agrees not to raise and waives any
objection to or defense based upon the improper venue of any such court, lack of
or improper jurisdiction (whether subject matter or personal jurisdiction) or
based upon forum non conveniens.

      IN WITNESS WHEREOF, said Guarantor, and each of them jointly and severally
have hereto set their respective hands and seals, as the date of execution of
the Note.


                                   /s/ James D. Tilton           (SEAL)
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                                   Mr. James D. Tilton


                                                                 (SEAL)
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