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                                  EXHIBIT 10.6
                        AMENDMENT TO EMPLOYMENT AGREEMENT

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                        AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS Amendment to the June 1, 1999 EMPLOYMENT AGREEMENT; made as of this
14 day of October, 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" or "COMPANY")

                                       AND

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

      WITNESSETH THAT:

      WHEREAS, In order to more carefully delineate the compensation to be
received by EMPLOYEE under the June 1, 1999 EMPLOYMENT AGREEMENT between
EMPLOYER and EMPLOYEE;

      NOW, THEREFORE, in consideration of the mutual promises, covenants and
forbearance contained within the EMPLOYMENT AGREEMENT and within this AMENDMENT
TO EMPLOYMENT AGREEMENT, and intending to be legally bound, the parties have
agreed that Sections 3, 5, 6(a) and 7(a) of the EMPLOYMENT AGREEMENT shall be
stricken, and shall be replaced with the following, and a new Section 13(c)
shall be added:

3.    COMPENSATION-BASE.

      (a) Subject to the terms and conditions of this Paragraph 3, for all
      services rendered under this Agreement, EMPLOYEE shall be paid, base
      compensation, much annual salary as shall be determined by the EMPLOYER's
      Board of Directors from time to time, but in no instance shall it be less
      than ten thousand dollars ($10,000) per month. As used in this Paragraph
      3, the term "EMPLOYER" shall mean and include EMPLOYER and all
      subsidiaries, and the restrictions of subparagraphs (b) and (c) shall be
      applicable to subparagraph (d). Subject to the terms and conditions of
      this Paragraph 3, EMPLOYEE shall be paid semi-monthly.

      (b) Pending receipt by EMPLOYER of operating revenues, EMPLOYEE's salary
      shall be suspended and there shall be no

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accrual of the unpaid salary. No salary, remuneration, or other compensation
shall be payable to EMPLOYEE from the capital of EMPLOYER; salary shall be paid
solely from operating revenues.

(c) At such time as the EMPLOYER shall have operating revenues, EMPLOYER shall
commence the payment of salary to EMPLOYEE. However, EMPLOYEE shall not be
entitled to any payment of salary in excess of fifty percent (50%) of the
EMPLOYER'S operating revenues, calculated on a cash basis. Any difference
between the amount paid as provided in this subparagraph (c) and the amount of
salary due and payable under subsection (a) shall be suspended and there shall
be no accrual of such salary differential.

(d) At no time shall EMPLOYEE be entitled to any compensation or remuneration
for services rendered in connection with the sale of EMPLOYER'S securities. This
provision shall not, however, prohibit the reimbursement of reasonable
out-of-pocket expenses incurred by EMPLOYEE in rendering such services.

(e) 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 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 (a) and (b) above as may then be
applicable and EMPLOYER shall pay EMPLOYEE only the difference between (I) the
total of all such compensations from such subsidiaries and affiliates and (ii)
the base compensation actually being paid as then in effect.

(f) At the end of each calendar year, if not sooner, the EMPLOYER's Board of
Directors shall review the performance of EMPLOYEE for such immediately
preceding period, and, based upon such evaluation, establish any increase in the
base compensation payable to EMPLOYEE for a succeeding period. EMPLOYER shall
not be obligated to provide any increase.


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      Under no circumstances shall EMPLOYEE be paid any bonus from the capital
      of the EMPLOYER; any bonus shall be payable solely from operating revenues
      and in no event shall the salary and bonus payable to EMPLOYEE exceed
      fifty percent (50%) of the operating revenues.

5.    COMPENSATION-BONUS. After the end of each quarter, the EMPLOYER's Board of
      Directors shall determine the revenues before taxes of EMPLOYER for such
      prior year and shall determine any bonus for such year payable to
      EMPLOYEE. EMPLOYER shall not be obligated to provide any bonus. Any bonus
      awarded shall be paid at such time or times, in such amounts or
      installments, as the EMPLOYER's Board of Directors may determine. Under no
      circumstances shall EMPLOYEE be paid any bonus from the capital of the
      EMPLOYER; any bonus shall be payable solely from operating revenues and in
      no event shall the salary and bonus payable to EMPLOYEE exceed fifty
      percent (50%) of the operating revenues.

6.    DUTIES. (a) EMPLOYEE is engaged as the Chief Executive Officer of
      EMPLOYER. EMPLOYEE shall perform all usual and customary services as such
      an executive, including but not limited to: consultation and coordination
      of the activities of consultants; handling all financial matters of the
      company other than those specifically assigned to either in-house or
      outside bookkeepers, accountants, auditors and others; setting of
      corporate policy; working with the Board of Directors; setting and
      conducting meetings with the Board of Directors and with the officers of
      the company; review of the performance of the officers and directors of
      the company; and performance of the marketing and sales efforts for the
      company until there has been an appointment of another for that duty, at
      which time EMPLOYEE will be in charge of overseeing the marketing and
      sales efforts of the company. EMPLOYEE'S performance shall be subject to
      the supervision of EMPLOYER'S Board of Directors. The precise job
      description and the specific services to be rendered by EMPLOYEE may be
      defined, interpreted, curtailed, or extended, from time to time, by
      determination of the EMPLOYER' Board of Directors, provided, however, that
      any definition, interpretation, curtailment, or extension is consistent
      with the status of, and/or educational


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      experience required for, the responsibilities for which EMPLOYEE has been
      initially engaged hereunder. It is the intent of this provision to provide
      EMPLOYER with flexibility in assigning responsibilities to EMPLOYEE and/or
      promoting EMPLOYEE, and this provision shall not be used to discipline,
      embarrass, humiliate or harass EMPLOYEE.

7.    EXTENT AND PLACE OF SERVICES. (a) EMPLOYEE agrees and understands that he
      owes a duty of loyalty to EMPLOYER, and that he will responsibly perform
      his duties for EMPLOYER. Accordingly, EMPLOYEE shall devote such adequate,
      reasonable, and proper time, attention, and energies to the business of
      EMPLOYER as shall be necessary or consistent with such understanding and
      EMPLOYEE shall not, during the term of this Agreement, be engaged in any
      other business activity (whether or not such business activity is pursued
      for gain, profit, or other pecuniary advantage), which conflicts with
      EMPLOYEE's employment responsibilities hereunder, without prior, written
      authorization of EMPLOYER's Board of Directors. EMPLOYEE will devote a
      minimum of 20 hours per week towards his duties for EMPLOYER, however; may
      be required to devote significantly more time during part or all of his
      employment for EMPLOYER. EMPLOYER has knowledge of and consents to
      EMPLOYEE also being employed for Internet Opportunities, Inc. during the
      course of his employment for EMPLOYER. However, nothing contained herein
      shall be construed as preventing EMPLOYEE from investing his assets in
      such form or manner as EMPLOYEE may select, whether or not such investment
      will require any services on EMPLOYEE'S part in the operation of the
      affairs of the companies in which such investments are made.

13.   DISABILITY. (c) The disability compensation payable


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      hereunder shall be subject to the limitations contained in Paragraph 3.

      IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto set their hands and seals as of the day and year hereunto above
written.

                                        THOROUGHBRED INTERESTS, INC.

ATTEST:
                                        By: /s/ Jim D. Tilton
                                            ------------------------
/s/ Jim D. Tilton                           President
---------------------
Secretary
                                        EMPLOYEE:


                                        /s/ Jim D. Tilton
                                        ----------------------------
                                        JAMES D. TILTON


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