Exhibit 10.3

                                PROMISSORY NOTE
                                ---------------


$2,000,000.00                    Dallas, Texas                 December 31, 2004


     FOR VALUE RECEIVED,  the  undersigned  Thoroughbreds,  Inc.  (herein called
"Maker")  promises to pay unto the order of Pam J. Halter (herein called "Payee"
which term herein in every  instance  shall refer to any owner or holder of this
Note) the maximum sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) together
with interest  outstanding from the date of advancement  until paid, at the rate
of six percent (6%) per annum (but in no event to exceed the maximum lawful rate
of interest  permitted by applicable usury laws). The outstanding  balance as of
the date hereof is  $736,256.00,  and such balance shall  increase as additional
advances are made hereunder and shall decrease as payments of principal are paid
from time to time.  The  principal  and interest  hereunder  shall be payable in
lawful  money of the United  States of America at the  address of Payee as Payee
may designate hereafter in writing.

     Interest will accrue at 6% per annum and the interest  balance shall be due
and payable when any principal payments are made.

     Maker may prepay  this note in whole or in part at any time  without  being
required  to pay any  penalty or premium  for such  privilege.  All  prepayments
hereunder,  whether  designated  as payments of principal or interest,  shall be
applied first to accrued and unpaid interest and then installments of principal.

     Maker and any and all sureties,  guarantors  and endorsers of this note and
all other parties now or hereafter liable hereon, severally waive grace, demand,
presentment for payment, protest, notice of any kind (including, but not limited
to,  notice  of  protest,  notice  of  intention  to  accelerate  and  notice of
acceleration)  and diligence in  collecting  and bringing suit against any party
hereto,  and agree to all  extensions  and  partial  payments,  with or  without
notice,  before or after maturity,  to any substitution,  exchange or release of
any security now or hereafter  given for this note,  to the release of any party
primarily or secondarily  liable  hereon,  and that it will not be necessary for
Payee,  in order to enforce  payment of this note, to first institute or exhaust
Payee's remedies against Maker or any other party liable therefor or against any
security for this note.

     In the event of default hereunder or under any of the instruments  securing
payment  hereof  and  this  note is  placed  in the  hands  of an  attorney  for
collection  (whether or not suit is filed), or if this note is collected by suit
or legal  proceeding  or through the probate  court or  bankruptcy  proceedings,
Maker  agrees  to pay  all  reasonable  attorneys'  fees  and  all  expenses  of
collection and costs of court.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED  UNDER THE  APPLICABLE  LAWS OF THE
STATE OF TEXAS AND THE LAWS OF THE  UNITED  STATES  OF  AMERICA.  THE  COUNTY OF
DALLAS,  TEXAS  SHALL BE THE PROPER  PLACE OF VENUE TO  ENFORCE  PAYMENT OF THIS
NOTE. MAKER IRREVOCABLY  AGREES THAT THE STATE DISTRICT COURTS IN DALLAS COUNTY,
TEXAS SHALL BE THE EXCLUSIVE COURTS FOR ANY LEGAL PROCEEDINGS  ARISING OUT OF OR
IN CONNECTION WITH THIS NOTE.

THOROUGHBREDS, INC.


By: /s/ Pam J. Halter
    -----------------
    Pam J. Halter
    President