Exhibit 10.18

                          REGISTRATION RIGHTS AGREEMENT


               This Registration Rights Agreement (this "Agreement") is made and
entered  into as of June  30,  2005,  by and  among  International  Thoroughbred
Breeders, Inc., a Delaware corporation (the "Company"),  and MBC Global, LLC, an
Illinois limited liability company ("MBC Global").

                                   BACKGROUND

               Pursuant to an Advisory Agreement dated as of June 30, 2005 among
the Company and MBC Global (the  "Advisory  Agreement"),  the Company is issuing
warrants  to  purchase  400,000  shares  of  the  Company's  Common  Stock  (the
"Shares").

               In connection with the Advisory Agreement, the Company has agreed
to grant  certain  registration  rights to MBC  Global  as more  fully set forth
herein,  under  the  Securities  Act of 1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"Securities Act"), with respect to the Shares.

               NOW, THEREFORE, in consideration of the mutual promises contained
herein,  and intending to be legally bound hereby,  the parties  hereto agree as
follows:

          1.  Definitions.  Capitalized  terms  used and not  otherwise  defined
herein that are defined in the Advisory  Agreement shall have the meanings given
such terms in the Advisory Agreement.  As used in this Agreement,  the following
terms shall have the following meanings:

              "Advice" shall have the meaning set forth in Section 6(d).

              "Commission" means the Securities and Exchange Commission,  or any
       other federal agency at the time administering the Securities Act.

              "Closing Date" means the date hereof.

              "Effectiveness Period" shall have the meaning set forth in Section
       2.

              "Filing Date" means,  with respect to the  Registration  Statement
       required to be filed hereunder, the 45th calendar day following Company's
       filing of its  Annual  Report on Form  10-K with the  Commission  for its
       fiscal year ending June 30, 2005.

              "Holder" or "Holders" means the holder or holders, as the case may
       be, from time to time of Registrable Securities.

              "Indemnified  Party"  shall have the  meaning set forth in Section
       5(c).

              "Indemnifying  Party"  shall have the meaning set forth in Section
       5(c).

              "Losses" shall have the meaning set forth in Section 5(a).

              "Proceeding"  means  an  action,  claim,  suit,  investigation  or
       proceeding  (including,  without limitation,  an investigation or partial
       proceeding, such as a deposition), whether commenced or threatened.

              "Prospectus"  means the  prospectus  included in the  Registration
       Statement (including,  without limitation, a prospectus that includes any
       information  previously  omitted  from a  prospectus  filed as part of an
       effective  registration  statement in reliance upon Rule 430A promulgated
       under the Securities  Act), as amended or  supplemented by any prospectus
       supplement,  with  respect to the terms of the offering of any portion of
       the Registrable Securities covered by the Registration Statement, and all
       other   amendments   and   supplements  to  the   Prospectus,   including
       post-effective  amendments, and all material incorporated by reference or
       deemed to be incorporated by reference in such Prospectus.

              "Registrable Securities" means all of the Shares.

              "Registration   Statement"  means  the   registration   statements
       required to be filed hereunder,  including (in each case) the Prospectus,
       amendments and supplements to the  registration  statement or Prospectus,
       including pre- and post-effective  amendments,  all exhibits thereto, and
       all material  incorporated  by reference or deemed to be  incorporated by
       reference in the registration statement.

              "Rule  114(k)"  means Rule 114(k)  promulgated  by the  Commission
       pursuant to the Securities  Act, as such Rule may be amended from time to
       time,  or  any  similar  rule  or  regulation  hereafter  adopted  by the
       Commission having substantially the same purpose and effect as such Rule.

              "Rule 415" means Rule 415  promulgated by the Commission  pursuant
       to the Securities  Act, as such Rule may be amended from time to time, or
       any similar rule or regulation hereafter adopted by the Commission having
       substantially the same purpose and effect as such Rule.

              "Rule 424" means Rule 424  promulgated by the Commission  pursuant
       to the Securities  Act, as such Rule may be amended from time to time, or
       any similar rule or regulation hereafter adopted by the Commission having
       substantially the same purpose and effect as such Rule.

          2.  Registration.  On or prior to the Filing Date,  the Company  shall
prepare and file with the Commission a Registration  Statement, or include in an
amendment to a previously filed Registration  Statement,  covering the resale of
all of the  Registrable  Securities  for an offering to be made on a  continuous
basis pursuant to Rule 415. The Registration  Statement required hereunder shall
be on Form S-3 (except if the Company or the transaction is not then eligible to
register for resale the  Registrable  Securities  on Form S-3, in which case the
Registration shall be on another appropriate form in accordance  herewith).  The
Registration  Statement  required  hereunder  shall contain (except if otherwise
directed  by the  Holders)  substantially  the "Plan of  Distribution"  attached
hereto as Annex A. Subject to the terms of this Agreement, the Company shall use
its best efforts to cause the  Registration  Statement to be declared  effective
under  the  Securities  Act as soon as  reasonably  possible  after  the  filing
thereof,  and  shall use its best  efforts

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to keep the Registration  Statement  continuously effective under the Securities
Act until the date when all Registrable  Securities  covered by the Registration
Statement have been sold or may be sold by persons who are not affiliates of the
Company without volume restrictions pursuant to Rule 144(k) as determined by the
counsel to the Company  pursuant  to a written  opinion  letter to such  effect,
addressed  to the  Company's  transfer  agent  and  the  affected  Holders  (the
"Effectiveness Period").

          3. Registration Procedures

               In  connection  with  the  Company's   registration   obligations
hereunder, the Company shall:

              (a) Within a reasonable  period of time prior to the filing of the
       Registration  Statement  or any related  Prospectus  or any  amendment or
       supplement thereto,  the Company shall,  furnish to the Holders copies of
       all such documents proposed to be filed (including documents incorporated
       or deemed  incorporated  by  reference  to the extent  requested  by such
       Person)  which  documents  will be subject to the review of such Holders,
       and the Company  shall not file the  Registration  Statement  or any such
       Prospectus or any amendments or supplements  thereto to which the Holders
       of a majority of the Registrable  Securities shall  reasonably  object in
       good faith,  provided  that the Company is notified of such  objection in
       writing no later than five  business  days after the Holders have been so
       furnished copies of such documents.  Each Holder agrees to furnish to the
       Company a completed  Questionnaire in the form attached to this Agreement
       as Annex B (a "Selling Holder  Questionnaire") not less than two business
       days prior to the Filing  Date or by the end of the fourth  business  day
       following  the date on which such  Holder  receives  draft  materials  in
       accordance  with  the  preceding  sentence.  A  delay  by any  Holder  in
       providing  such completed  Questionnaire  to the Company shall extend all
       time  periods in this  Agreement  for the  Company to take  action  which
       requires the information requested by such Questionnaire.

              (b) (i)  Prepare  and file with the  Commission  such  amendments,
       including  post-effective  amendments,  to the Registration Statement and
       the Prospectus  used in connection  therewith as may be necessary to keep
       the Registration  Statement  continuously  effective as to the applicable
       Registrable  Securities for the Effectiveness Period and prepare and file
       with the Commission such additional  Registration  Statements in order to
       register  for  resale  under the  Securities  Act all of the  Registrable
       Securities;   (ii)  cause  the  related   Prospectus  to  be  amended  or
       supplemented   by  any  required   Prospectus   supplement,   and  as  so
       supplemented  or amended to be filed  pursuant to Rule 424; (iii) respond
       as promptly as  reasonably  possible to any  comments  received  from the
       Commission  with respect to the  Registration  Statement or any amendment
       thereto and, as promptly as reasonably  possible,  upon request,  provide
       the Holders true and complete  copies of all  correspondence  from and to
       the Commission relating to the Registration Statement; and (iv) comply in
       all material  respects with the  provisions of the Securities Act and the
       Exchange  Act  with  respect  to  the   disposition  of  all  Registrable
       Securities  covered by the  Registration  Statement during the applicable
       period in  accordance  with the intended  methods of  disposition  by the
       Holders thereof set forth in the Registration  Statement as so amended or
       in such Prospectus as so supplemented.

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              (c) Notify the  Holders of  Registrable  Securities  to be sold as
       promptly as  reasonably  possible  and (if  requested by any such Person)
       confirm such notice in writing  promptly  following the day (i)(A) when a
       Prospectus or any Prospectus  supplement or  post-effective  amendment to
       the  Registration  Statement  is  proposed  to be  filed;  (B)  when  the
       Commission  notifies the Company  whether there will be a "review" of the
       Registration Statement and whenever the Commission comments in writing on
       the  Registration  Statement (the Company shall upon request provide true
       and complete copies thereof and all written  responses thereto to each of
       the Holders);  and (C) with respect to the Registration  Statement or any
       post-effective amendment, when the same has become effective; (ii) of any
       request by the  Commission  or any other  Federal  or state  governmental
       authority   during  the  period  of  effectiveness  of  the  Registration
       Statement for amendments or supplements to the Registration  Statement or
       Prospectus or for  additional  information;  (iii) of the issuance by the
       Commission  or any other federal or state  governmental  authority of any
       stop order suspending the  effectiveness  of the  Registration  Statement
       covering any or all of the  Registrable  Securities or the  initiation of
       any Proceedings  for that purpose;  (iv) of the receipt by the Company of
       any notification  with respect to the suspension of the  qualification or
       exemption from  qualification  of any of the  Registrable  Securities for
       sale  in  any  jurisdiction,  or the  initiation  or  threatening  of any
       Proceeding  for such purpose;  and (v) of the  occurrence of any event or
       passage  of time that  makes the  financial  statements  included  in the
       Registration  Statement ineligible for inclusion therein or any statement
       made  in  the  Registration  Statement  or  Prospectus  or  any  document
       incorporated or deemed to be incorporated  therein by reference untrue in
       any material  respect or that requires any revisions to the  Registration
       Statement,  Prospectus  or other  documents  so that,  in the case of the
       Registration Statement or the Prospectus, as the case may be, it will not
       contain  any untrue  statement  of a  material  fact or omit to state any
       material  fact  required to be stated  therein or  necessary  to make the
       statements  therein,  in light of the circumstances under which they were
       made, not misleading.

              (d) Use best  efforts  to avoid the  issuance  of,  or, if issued,
       obtain the withdrawal of (i) any order  suspending the  effectiveness  of
       the Registration  Statement,  or (ii) any suspension of the qualification
       (or exemption from  qualification)  of any of the Registrable  Securities
       for sale in any jurisdiction, at the earliest practicable moment.

              (e) Furnish to each Holder, without charge, at least one conformed
       copy of the Registration Statement and each amendment thereto,  including
       financial statements and schedules,  all documents incorporated or deemed
       to be incorporated  therein by reference to the extent  requested by such
       Person,  and  all  exhibits  to  the  extent  requested  by  such  Person
       (including  those  previously  furnished or  incorporated  by  reference)
       promptly after the filing of such documents with the Commission.

              (f)  Promptly  deliver to each  Holder,  without  charge,  as many
       copies  of  the  Prospectus  or  Prospectuses  (including  each  form  of
       prospectus) and each amendment or supplement  thereto as such Persons may
       reasonably   request  in  connection   with  resales  by  the  Holder  of
       Registrable  Securities.  Subject  to the  terms of this  Agreement,  the
       Company hereby  consents to the use of such Prospectus and each amendment
       or supplement  thereto by each of the selling  Holders in connection with
       the  offering  and sale

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       of  the  Registrable  Securities  covered  by  such  Prospectus  and  any
       amendment or  supplement  thereto,  except after the giving on any notice
       pursuant to Section 3(c).

              (g) Prior to any resale of Registrable Securities by a Holder, use
       its commercially  reasonable  efforts to register or qualify or cooperate
       with  the  selling  Holders  in  connection  with  the   registration  or
       qualification  (or exemption from the Registration or  qualification)  of
       such  Registrable  Securities  for the  resale  by the  Holder  under the
       securities  or Blue  Sky laws of such  jurisdictions  within  the  United
       States  as any  Holder  reasonably  requests  in  writing,  to  keep  the
       Registration or qualification (or exemption  therefrom)  effective during
       the  Effectiveness  Period  and to do any and all  other  acts or  things
       reasonably  necessary to enable the disposition in such  jurisdictions of
       the  Registrable  Securities  covered  by  the  Registration   Statement;
       provided,  that the Company  shall not be  required  to --------  qualify
       generally  to do  business  in any  jurisdiction  where it is not then so
       qualified,   subject  the  Company  to  any  material  tax  in  any  such
       jurisdiction where it is not then so subject or file a general consent to
       service of process in any such jurisdiction.

              (h) If  requested by the  Holders,  cooperate  with the Holders to
       facilitate   the  timely   preparation   and  delivery  of   certificates
       representing  Registrable  Securities  to be  delivered  to a  transferee
       pursuant to the Registration Statement, which certificates shall be free,
       to the extent  permitted by the Advisory  Agreement,  of all  restrictive
       legends,  and  to  enable  such  Registrable  Securities  to be  in  such
       denominations  and  registered  in such  names  as any such  Holders  may
       request.

              (i) Upon the  occurrence  of any  event  contemplated  by  Section
       3(c)(v),  as promptly as  reasonably  possible,  prepare a supplement  or
       amendment,  including a  post-effective  amendment,  to the  Registration
       Statement  or a  supplement  to the related  Prospectus  or any  document
       incorporated or deemed to be incorporated therein by reference,  and file
       any other required document so that, as thereafter delivered, neither the
       Registration  Statement  nor  such  Prospectus  will  contain  an  untrue
       statement of a material fact or omit to state a material fact required to
       be stated therein or necessary to make the statements  therein,  in light
       of the circumstances  under which they were made, not misleading.  If the
       Company  notifies the Holders in accordance with clauses (ii) through (v)
       of  Section  3(c) above to suspend  the use of any  Prospectus  until the
       requisite  changes to such  Prospectus  have been made,  then the Holders
       shall  suspend  use of such  Prospectus.  The  Company  will use its best
       efforts  to  ensure  that the use of the  Prospectus  may be  resumed  as
       promptly as is practicable. The Company shall be entitled to exercise its
       right  under  this  Section  3(i)  to  suspend  the   availability  of  a
       Registration  Statement and Prospectus for a period not to exceed 60 days
       (which need not be consecutive days) in any 12 month period.

              (j)  Comply  with all  applicable  rules  and  regulations  of the
       Commission.

              (k) The Company may require each selling  Holder to furnish to the
       Company a certified  statement as to the number of shares of Common Stock
       beneficially  owned by such Holder and the person thereof that has voting
       and dispositive control over the Securities.  During any periods that the
       Company is unable to meet its  obligations

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       hereunder with respect to the registration of the Registrable  Securities
       solely because any Holder fails to furnish such information  within three
       business days of the Company's  request,  all  obligations of the Company
       hereunder,  the  performance  of which  depends  upon its receipt of such
       information  shall be  suspended,  and all related time periods  shall be
       tolled until such information is delivered to the Company.

          4.  Registration  Expenses.  All fees  and  expenses  incident  to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration  Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any trading  market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws), (ii) printing expenses (including, without limitation,  expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the  printing of  prospectuses  is  reasonably  requested by the holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or similar  commissions  or any legal fees or other
costs of the Holders.

          5. Indemnification

              (a)   Indemnification   by  the   Company.   The  Company   shall,
       notwithstanding  any  termination of this  Agreement,  indemnify and hold
       harmless each Holder,  the officers,  directors,  agents and employees of
       each of them,  each  Person who  controls  any such  Holder  (within  the
       meaning of Section 15 of the Securities Act or Section 20 of the Exchange
       Act) and the  officers,  directors,  agents  and  employees  of each such
       controlling  Person,  to the fullest extent  permitted by applicable law,
       from and against any and all losses, claims, damages, liabilities,  costs
       (including, without limitation,  reasonable attorneys' fees) and expenses
       (collectively,  "Losses"), as incurred, arising out of or relating to any
       untrue or alleged  untrue  statement of a material fact  contained in the
       Registration  Statement,  any  Prospectus or any form of prospectus or in
       any amendment or supplement thereto or in any preliminary prospectus,  or
       arising  out of or  relating  to any  omission  or alleged  omission of a
       material  fact  required to be stated  therein or  necessary  to make the
       statements  therein (in the case of any  Prospectus or form of prospectus
       or supplement  thereto,  in light of the  circumstances  under which they
       were made) not misleading,  except to the extent, but only to the extent,
       that (i) such  untrue  statements  or  omissions  are based  solely  upon
       information  regarding such Holder furnished in writing to the Company by
       such  Holder  expressly  for use  therein,  or to the  extent  that  such

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       information  relates to such Holder or such Holder's  proposed  method of
       distribution  of  Registrable  Securities  and was reviewed and expressly
       approved in writing by such Holder  expressly for use in the Registration
       Statement, such Prospectus or such form of Prospectus or in any amendment
       or supplement  thereto (it being  understood that the Holder has reviewed
       and approved  Annex A hereto for this  purpose) or (ii) in the case of an
       occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
       use by such  Holder of an  outdated  or  defective  Prospectus  after the
       Company  has  notified  such  Holder in writing  that the  Prospectus  is
       outdated  or  defective  and prior to the  receipt by such  Holder of the
       Advice contemplated in Section 6(c). The Company shall notify the Holders
       promptly of the  institution,  threat or assertion of any  Proceeding  of
       which  the  Company  is  aware  in  connection   with  the   transactions
       contemplated by this Agreement.

              (b) Indemnification by Holders.  Each Holder shall,  severally and
       not jointly,  indemnify  and hold  harmless the Company,  its  directors,
       officers,  agents and  employees,  each Person who  controls  the Company
       (within the meaning of Section 15 of the Securities Act and Section 20 of
       the Exchange Act), and the  directors,  officers,  agents or employees of
       such controlling  Persons,  to the fullest extent permitted by applicable
       law, from and against all Losses, as incurred,  to the extent arising out
       of or based solely  upon:  (x) such  Holder's  failure to comply with the
       prospectus delivery  requirements of the Securities Act or (y) any untrue
       or  alleged  untrue  statement  of  a  material  fact  contained  in  any
       Registration Statement, any Prospectus,  or any form of prospectus, or in
       any amendment or supplement thereto or in any preliminary prospectus,  or
       arising  out of or  relating  to any  omission  or alleged  omission of a
       material  fact  required to be stated  therein or  necessary  to make the
       statements  therein not  misleading  (i) to the  extent,  but only to the
       extent,  that such  untrue  statement  or omission  is  contained  in any
       information  so  furnished  in  writing  by such  Holder  to the  Company
       specifically  for  inclusion  in  the  Registration   Statement  or  such
       Prospectus  or (ii) to the  extent  that (1)  such  untrue  statement  or
       omission is based solely upon information regarding such Holder furnished
       in writing to the Company by such Holder expressly for use therein, or to
       the extent that such information  relates to such Holder or such Holder's
       proposed  method  of  distribution  of  Registrable  Securities  and  was
       reviewed and expressly  approved in writing by such Holder  expressly for
       use in the  Registration  Statement,  such  Prospectus  or  such  form of
       Prospectus or in any amendment or supplement thereto (it being understood
       that the  Holder  has  reviewed  and  approved  Annex A  hereto  for this
       purpose)  or (2) in the  case of an  occurrence  of an  event of the type
       specified in Section 3(c)(ii)-(v),  the use by such Holder of an outdated
       or defective  Prospectus  after the Company has  notified  such Holder in
       writing that the  Prospectus  is outdated or  defective  and prior to the
       receipt by such Holder of the Advice  contemplated in Section 6(c). In no
       event shall the liability of any selling  Holder  hereunder be greater in
       amount than the dollar amount of the net proceeds received by such Holder
       upon  the  sale  of  the  Registrable  Securities  giving  rise  to  such
       indemnification obligation.

              (c)  Conduct of  Indemnification  Proceedings.  If any  Proceeding
       shall be brought or  asserted  against any Person  entitled to  indemnity
       hereunder (an "Indemnified Party"), such Indemnified Party shall promptly
       notify  the  Person  from whom  indemnity  is sought  (the  "Indemnifying
       Party") in writing,  and the  Indemnifying  Party shall have the right to
       assume  the  defense   thereof,   including  the  employment  of  counsel
       reasonably

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       satisfactory  to the  Indemnified  Party and the  payment of all fees and
       expenses incurred in connection with defense thereof;  provided, that the
       failure of any  Indemnified  Party to give such notice  shall not relieve
       the Indemnifying Party of its obligations or liabilities pursuant to this
       Agreement,  except (and only) to the extent that such failure  shall have
       prejudiced the Indemnifying Party.

              An  Indemnified  Party  shall  have the right to  employ  separate
       counsel in any such Proceeding and to participate in the defense thereof,
       but the fees and expenses of such counsel shall be at the expense of such
       Indemnified  Party or  Parties  unless:  (1) the  Indemnifying  Party has
       agreed in writing  to pay such fees and  expenses;  (2) the  Indemnifying
       Party shall have failed promptly to assume the defense of such Proceeding
       and to employ counsel  reasonably  satisfactory to such Indemnified Party
       in any such  Proceeding;  or (3) the named parties to any such Proceeding
       (including any impleaded parties) include both such Indemnified Party and
       the Indemnifying  Party, and a material conflict of interest is likely to
       exist if the same counsel were to represent  such  Indemnified  Party and
       the Indemnifying Party (in which case, if such Indemnified Party notifies
       the  Indemnifying  Party in  writing  that it elects  to employ  separate
       counsel at the expense of the Indemnifying  Party, the Indemnifying Party
       shall not have the right to assume the defense thereof and the reasonable
       fees and expenses of one separate  counsel shall be at the expense of the
       Indemnifying  Party).  The Indemnifying Party shall not be liable for any
       settlement of any such Proceeding  effected  without its written consent,
       which shall not be unreasonably  withheld.  No Indemnifying  Party shall,
       without the prior written  consent of the Indemnified  Party,  effect any
       settlement of any pending  Proceeding in respect of which any Indemnified
       Party  is a party,  unless  such  settlement  includes  an  unconditional
       release of such  Indemnified  Party from all liability on claims that are
       the subject matter of such Proceeding.

              Subject to the terms of this  Agreement,  all reasonable  fees and
       expenses of the Indemnified Party (including reasonable fees and expenses
       to the extent incurred in connection with  investigating  or preparing to
       defend such Proceeding in a manner not  inconsistent  with this Section),
       other  than  legal  fees  incurred  by the  Indemnified  Party  after the
       Indemnifying Party has assumed defense of such Proceeding,  shall be paid
       to the Indemnified Party, as incurred, within ten Trading Days of written
       notice thereof to the Indemnifying Party; provided,  that the Indemnified
       Party shall promptly reimburse the Indemnifying Party for that portion of
       such  fees  and  expenses  applicable  to such  actions  for  which  such
       Indemnified   Party  is  not  entitled  to   indemnification   hereunder,
       determined based upon the relative faults of the parties.

              (d)  Contribution.  If a claim for  indemnification  under Section
       5(a) or 5(b) is unavailable to an Indemnified  Party (by reason of public
       policy  or  otherwise),   then  each  Indemnifying   Party,  in  lieu  of
       indemnifying such Indemnified  Party, shall contribute to the amount paid
       or payable by such Indemnified  Party as a result of such Losses, in such
       proportion  as is  appropriate  to  reflect  the  relative  fault  of the
       Indemnifying  Party and Indemnified Party in connection with the actions,
       statements or omissions that resulted in such Losses as well as any other
       relevant   equitable   considerations.   The   relative   fault  of  such
       Indemnifying Party and Indemnified Party shall be determined by reference
       to, among other  things,  whether any action in question,  including  any
       untrue or alleged

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       untrue  statement of a material fact or omission or alleged omission of a
       material  fact,  has been  taken or made by, or  relates  to  information
       supplied  by,  such  Indemnifying  Party or  Indemnified  Party,  and the
       parties'   relative   intent,   knowledge,   access  to  information  and
       opportunity to correct or prevent such action, statement or omission. The
       amount  paid or  payable  by a party as a result of any  Losses  shall be
       deemed  to  include,  subject  to  the  limitations  set  forth  in  this
       Agreement, any reasonable attorneys' or other reasonable fees or expenses
       incurred by such party in  connection  with any  Proceeding to the extent
       such party would have been  indemnified  for such fees or expenses if the
       indemnification  provided for in this Section was available to such party
       in accordance with its terms.

              The parties  hereto agree that it would not be just and  equitable
       if contribution pursuant to this Section 5(d) were determined by pro rata
       allocation or by any other method of  allocation  that does not take into
       account  the  equitable  considerations  referred  to in the  immediately
       preceding paragraph. Notwithstanding the provisions of this Section 5(d),
       no Holder shall be required to contribute,  in the aggregate,  any amount
       in excess of the amount by which the proceeds  actually  received by such
       Holder  from  the  sale  of the  Registrable  Securities  subject  to the
       Proceeding  exceeds  the  amount  of any  damages  that such  Holder  has
       otherwise been required to pay by reason of such untrue or alleged untrue
       statement or omission or alleged omission, except in the case of fraud by
       such Holder.

              The  indemnity  and  contribution  agreements  contained  in  this
       Section are in addition to any liability  that the  Indemnifying  Parties
       may have to the Indemnified Parties.

          6. Miscellaneous

              (a)  Remedies.  In the  event of a breach by the  Company  or by a
       Holder of any of their obligations  under this Agreement,  each Holder or
       the  Company,  as the case may be,  in  addition  to  being  entitled  to
       exercise all rights  granted by law and under this  Agreement,  including
       recovery of damages,  will be  entitled  to specific  performance  of its
       rights  under this  Agreement.  The Company  and each  Holder  agree that
       monetary damages would not provide  adequate  compensation for any losses
       incurred  by reason of a breach  by it of any of the  provisions  of this
       Agreement and hereby  further agrees that, in the event of any action for
       specific  performance  in  respect  of such  breach,  it shall  waive the
       defense that a remedy at law would be adequate.

              (b)  Compliance.  Each  Holder  covenants  and agrees that it will
       comply with the prospectus delivery requirements of the Securities Act as
       applicable  to it in  connection  with  sales of  Registrable  Securities
       pursuant to the Registration Statement.

              (c)   Discontinued   Disposition.   Each  Holder   agrees  by  its
       acquisition of such Registrable Securities that, upon receipt of a notice
       from the Company of the  occurrence of any event of the kind described in
       Section 3(c), such Holder will forthwith discontinue  disposition of such
       Registrable  Securities  under  the  Registration  Statement  until  such
       Holder's  receipt of the  copies of the  supplemented  Prospectus  and/or
       amended  Registration  Statement  or until it is advised in writing  (the
       "Advice") by the Company

                                       9
<PAGE>

       that the use of the applicable  Prospectus may be resumed, and, in either
       case, has received copies of any additional or supplemental  filings that
       are  incorporated  or  deemed to be  incorporated  by  reference  in such
       Prospectus  or  Registration  Statement.  The  Company  will use its best
       efforts  to  ensure  that the use of the  Prospectus  may be  resumed  as
       promptly as it practicable.

              (d)  Amendments  and Waivers.  The  provisions of this  Agreement,
       including the provisions of this sentence,  may not be amended,  modified
       or  supplemented,   and  waivers  or  consents  to  departures  from  the
       provisions  hereof may not be given,  unless the same shall be in writing
       and  signed  by the  Company  and each  Holder  of the  then  outstanding
       Registrable Securities.

              (e)  Notices.  Any and all  notices  or  other  communications  or
       deliveries  required or permitted to be provided  hereunder shall be made
       in accordance with the provisions of the Advisory Agreement.

              (f)  Successors  and Assigns.  This  Agreement  shall inure to the
       benefit of and be binding upon the  successors  and permitted  assigns of
       each of the parties and shall inure to the benefit of each  Holder.  Each
       Holder may assign their respective  rights hereunder in the manner and to
       such Persons as it shall be permitted to transfer the Warrants  under the
       Advisory Agreement.

              (g) Execution and Counterparts.  This Agreement may be executed in
       any  number of  counterparts,  each of which  when so  executed  shall be
       deemed  to  be an  original  and,  all  of  which  taken  together  shall
       constitute one and the same Agreement. In the event that any signature is
       delivered by facsimile transmission,  such signature shall create a valid
       binding  obligation  of the  party  executing  (or on whose  behalf  such
       signature is executed) the same with the same force and effect as if such
       facsimile signature were the original thereof.

              (h) Governing  Law. All  questions  concerning  the  construction,
       validity,  enforcement  and  interpretation  of this  Agreement  shall be
       determined with the provisions of the Advisory Agreement.

              (i)  Cumulative   Remedies.   The  remedies  provided  herein  are
       cumulative and not exclusive of any remedies provided by law.

              (j) Severability.  If any term, provision, covenant or restriction
       of this  Agreement  is held by a court of  competent  jurisdiction  to be
       invalid,  illegal,  void or  unenforceable,  the  remainder of the terms,
       provisions,  covenants and  restrictions set forth herein shall remain in
       full  force and  effect  and  shall in no way be  affected,  impaired  or
       invalidated,   and  the  parties  hereto  shall  use  their  commercially
       reasonable efforts to find and employ an alternative means to achieve the
       same or substantially  the same result as that contemplated by such term,
       provision,  covenant or restriction. It is hereby stipulated and declared
       to be the  intention  of the parties  that they would have  executed  the
       remaining terms, provisions, covenants and restrictions without including
       any of such that may be  hereafter  declared  invalid,  illegal,  void or
       unenforceable.

                                       10
<PAGE>

              (k) Headings.  The headings in this Agreement are for  convenience
       of  reference  only and shall not limit or  otherwise  affect the meaning
       hereof.

              (l) Independent  Nature of Holders'  Obligations  and Rights.  The
       obligations  of each Holder  hereunder are several and not joint with the
       obligations  of any  other  Holder  hereunder,  and no  Holder  shall  be
       responsible  in any way for the  performance  of the  obligations  of any
       other  Holder  hereunder.  Nothing  contained  herein  or  in  any  other
       agreement or document  delivered  at any closing,  and no action taken by
       any Holder pursuant hereto or thereto,  shall be deemed to constitute the
       Holders as a partnership,  an  association,  a joint venture or any other
       kind of entity,  or create a presumption  that the Holders are in any way
       acting in concert with respect to such  obligations  or the  transactions
       contemplated by this Agreement.  Each Holder shall be entitled to protect
       and enforce its rights,  including without  limitation the rights arising
       out of this Agreement, and it shall not be necessary for any other Holder
       to be joined as an additional party in any proceeding for such purpose.

                            *************************

11

<PAGE>


               IN WITNESS WHEREOF,  the parties have executed this  Registration
Rights Agreement as of the date first written above.



                                       INTERNATIONAL THOROUGHBRED BREEDERS, INC.


                                       By:
                                          ______________________________________
                                          Name:
                                          Title:



                                       MBC GLOBAL, LLC


                                       By:
                                          ______________________________________
                                          Name:
                                          Title:


<PAGE>


                                     ANNEX A

                              Plan of Distribution


     The common shares which may be sold by the selling  shareholders and any of
their  pledgees,  donees,  transferees or other  successors-in-interest,  may be
disposed of from time to time in one or more transactions, which may involve:

          o    ordinary  brokerage  transactions  and  transactions in which the
               broker solicits purchasers;

          o    sales on the  NASDAQ  Small Cap  Market  or any  other  principal
               market  on which  the  common  shares  trade at the time of sale,
               including directly with a market maker acting as principal;

          o    privately-negotiated  transactions, which include direct sales to
               purchasers and sales effected through agents;

          o    a block trade in which the broker or dealer will  attempt to sell
               the common  shares as agent but may position and resell a portion
               of the block as principal to facilitate the transaction;

          o    purchases by a broker or dealer as  principal  and resale by that
               broker or dealer for its own account;

          o    an exchange  distribution  in  accordance  with the rules of that
               exchange or transactions in the over-the-counter market;

          o    short sales;

          o    the pledge of the security for any loan or obligation,  including
               pledges  to  brokers  or  dealers  who  may,  from  time to time,
               themselves  sell or transfer the common shares or their  interest
               in such securities;

          o    the transfer of the common shares by the selling  shareholders to
               their partners, members or shareholders;

          o    a combination of any of the above; or

          o    any other method permitted by applicable law.

     The sale price of the common shares pursuant to the prospectus may be:

          o    a fixed price;

          o    the market price prevailing at the time of sale;

          o    a price related to such prevailing market price;

                                       13
<PAGE>

          o    a negotiated price; or

          o    at any other prices as the selling  shareholders  may  determine,
               including sales below the market price.

     The selling  shareholders may engage  broker-dealers  to participate in the
sales. Such broker-dealers may receive  compensation in the form of underwriting
discounts,  concessions or commissions from the selling  shareholders and/or the
purchasers  of the  shares for whom  broker-dealers  may act as agent or to whom
they may sell as  principals  or both  (which  compensation  as to a  particular
broker-dealer may be less than or in excess of customary commissions).

     In addition,  the selling  shareholders may enter into hedging transactions
with  broker-dealers  who may engage in short sales of our common  shares in the
course of hedging the positions they assume with the selling  shareholders.  The
selling  shareholders  may also enter  into  option or other  transactions  with
broker-dealers  that require the delivery to such  broker-dealers  of our common
shares, which shares may be resold thereafter pursuant to the prospectus.

     The common  shares  covered by the  prospectus  may also be sold in private
transactions  pursuant to Rule 144 under the Securities Act of 1933, rather than
pursuant to the prospectus.  The selling shareholders have the sole and absolute
discretion  not to  accept  any  purchase  offer or make any sale of the  common
shares if they deem the purchase  price to be  unsatisfactory  at any particular
time.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the common  shares may be sold in such  jurisdictions  only through
registered or licensed brokers or dealers.  In addition,  in certain states, the
common  shares  may not be sold  unless  such  shares  have been  registered  or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

     Selling  shareholders  that are broker  dealers are statutory  underwriters
under the Securities Act of 1933.  Selling  shareholders  that are affiliates of
broker  dealers  purchased the shares in the ordinary  course of business and at
the time of purchase the seller had no agreements or understandings, directly or
indirectly,   with  any  person  to   distribute   the  shares.   Under  certain
circumstances,  the  selling  shareholders  and any  broker-dealers  that act in
connection  with the sales of the  shares  may be  deemed  to be  "underwriters"
within the  meaning  of Section  2(11) of the  Securities  Act of 1933,  and any
commissions  received  by them  and any  profit  on the  sale of the  shares  as
principals may be deemed to be underwriting  discounts and commissions under the
Securities Act of 1933. Selling  shareholders who are "underwriters"  within the
meaning of Section  2(11) of the  Securities  Act of 1933 will be subject to the
prospectus delivery requirements of the Securities Act of 1933.

                                       14
<PAGE>



ANNEX B

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                 (the "Company")


                    QUESTIONNAIRE TO THE SELLING SHAREHOLDERS



               This Questionnaire is to be completed,  signed and faxed to David
Petkun,  Esquire at (215) 701-2034 by no later than  __________ __, 2005, by the
person or entity  indicated  on the cover of this  Questionnaire  (the  "Selling
Shareholder")  whose common shares of the Company are being registered  pursuant
to a Registration Statement on Form S-3. Retain a duplicate copy for your files.

               If you are uncertain about any of the following questions as they
apply to your  situation,  please supply all relevant  facts.  Include  separate
sheets with details if  necessary.  If you have any  questions,  please call the
Company's counsel, David Petkun, Esquire, at (215) 665-4634.

               Please notify me immediately if any of the information  disclosed
in your answers  changes.  Please answer all questions.  Indicate "none" or "not
applicable" when appropriate. Information should be given as of the date of this
Questionnaire, even if previously reported to the Company.

               IN ANSWERING THESE QUESTIONS, PLEASE REFER TO THE INSTRUCTIONS AT
THE BEGINNING OF THIS QUESTIONNAIRE.




                                                          Dated: _________, 2005
------------------
------------------
------------------
------------------
------------------




         Name of Selling Shareholder: _________________________________


                                       15

<PAGE>

                          Instructions and Definitions

               The following  instructions  and definitions are furnished to aid
you in preparing your answers to this Questionnaire.

               1.   For purposes of this  Questionnaire the term "Company" means
                    International Thoroughbred Breeders, Inc.

               2.   "Beneficial" ownership.  The SEC has taken the position that
                    if you have sole or shared voting power or dispositive power
                    or the ability to acquire  either  sole or shared  voting or
                    dispositive  power of a security within 60 days, you are the
                    beneficial owner of that security, even though that security
                    is not registered in your name. Thus, for example, you could
                    be the  beneficial  owner of securities in a trust or estate
                    of which you are a trustee or executor,  or of which you are
                    one of the  trustees  or  executors,  or  you  could  be the
                    beneficial  owner of  securities  which  you have a right to
                    purchase.

               3.   The term  "affiliate"  for  purposes  of this  Questionnaire
                    means  any  person   directly  or  indirectly   controlling,
                    controlled  by, or under  common  control  with the  Selling
                    Shareholder.

               4.   An  example  response  has been  provided  to assist  you in
                    preparing your response.

                                       16
<PAGE>



               1. Broker-Dealer Status.

               (a)  Are  you,  or  are  you an  affiliate  of,  a  broker-dealer
registered under the Securities Exchange Act of 1934?

                              Yes ____                     No ____

               If "yes," please give details below.







               (b) Please confirm the following statement:  The Company's equity
securities that are being purchased by you were purchased in the ordinary course
of your business,  and at the time the securities  were  purchased,  you did not
have any agreement or understanding,  directly or indirectly, with any person to
distribute the securities.

                              Confirmed   ____             Cannot Confirm   ____

               If "cannot confirm," please give details below.








               2. Relationships with the Company.

               (a) Have you held any  position or office with the  Company,  its
predecessors or affiliates within the last three years?


                              Yes   ____                   No   ____

               If "yes," please give details below.







                                       17
<PAGE>


               (b)  Have  you had  any  other  material  relationship  with  the
Company, its predecessors or affiliates within the last three years?

                              Yes   ____                   No   ____

         If "yes," please give details below.









               3. Equity Securities Beneficially Owned By You.

               (a) Please state the number and type of equity  securities of the
Company  beneficially  owned (please see instructions and definitions on page 2)
by you as of the date of this  Questionnaire,  including  securities  which  are
exercisable or convertible into equity  securities within 60 days of the date of
this Questionnaire.

Class                                         Number of Shares
of Security                                   Beneficially Owned












               (b) If any  natural  person  or  entity  other  than you holds or
shares voting power or  dispositive  power with respect to the Company's  equity
securities  listed in response to Question 3(a), please provide the names of the
natural  persons  (including  titles) or entities that hold or share such voting
power or  dispositive  power and  indicate  the number of the  Company's  equity
securities covered thereby.






                                       18
<PAGE>



               (c) With respect to the  Company's  equity  securities  listed in
response to Questions  3(a) and 3(b) for which an entity holds or shares  voting
power or  dispositive  power,  please  provide the names of the natural  persons
(including  titles) or entities  that  control the entity or entities  listed in
response to Questions 3(a) and 3(b).










               (d) Please  continue to list the natural persons or entities that
control the entities listed in response to Question 3(c) and the entities listed
in response to this  Question  3(d) until you have listed only  natural  persons
(including titles) that control the applicable entity or entities.











               (e) If any person or entity disclaims beneficial ownership of any
of the equity  securities  you have  listed in response to Question 3, please so
indicate:










                                       19
<PAGE>



                                EXAMPLE RESPONSE

The  following  is an example of a response to items 1 through 3. Please  assume
ABC Corporation is the Selling Shareholder for purposes of this example.

1.   Broker-Dealer Status.

     ABC  Corporation  is an  affiliate  of a  broker-dealer  because  its  sole
shareholder, DEF Corporation, is a broker-dealer.


2.   Relationships with the Company.

     (a) ABC  Corporation  has not held any position or office with the Company,
its predecessors or affiliates within the last three years.

     (b) ABC Corporation  provided  consulting  services to the Company in March
2002.




3.   Equity Securities Beneficially Owned By You.

Question 3(a).

Class                                                Number of Shares
of Security                                          Owned Beneficially
-----------                                          --------------------
Common Shares                                        100,000

Warrants to purchase Common Shares                   200,000

Question 3(b).

     Not applicable

Question 3(c).

     ABC Corporation is controlled by DEF Corporation,  ABC  Corporation's  sole
shareholder.

Question 3(d).

     DEF Corporation is controlled by XYZ Corporation,  DEF  Corporation's  sole
shareholder.  XYZ Corporation is controlled by John Doe, XYZ Corporation's  sole
shareholder and its President and Chief Executive Officer.


                                       20
<PAGE>

Question 3(e).

     John Doe disclaims  beneficial  ownership of the 100,000  Common Shares and
the Warrants to purchase 200,000 Common Shares.

                                       21
<PAGE>




               The  undersigned   hereby   acknowledges   that  the  information
contained  herein  is true to the  best of his  knowledge  and will  notify  the
Company immediately of any changes in such information.





DATED:                     , 2005    FOR INDIVIDUALS:
       --------------------



                                     ----------------------------------
                                     Name of Selling Shareholder [please print]

                                     ----------------------------------
                                     Signature


                                     FOR CORPORATIONS, PARTNERSHIPS OR TRUSTS:



                                     ----------------------------------
                                     Name of Selling Shareholder [please print]


                                     By:_________________________________
                                        Signature


                                        Name:___________________________
                                             [please print]

                                        Title:__________________________
                                              [please print]



                                       22




CONFIDENTIAL

June 30, 2005

International Thoroughbred Breeders, Inc.
1105 N. Market Street
Suite 1300
Wilmington, Delaware 19899

Attention:  Mr. Francis W. Murray

Re: Advisory Agreement

Dear Mr. Murray:

This  Advisory  Agreement  ("Agreement")  will serve to document and confirm the
arrangement, effective at the Closing Date as hereunder defined, under which MBC
GLOBAL,  LLC, an Illinois  limited  liability  company ("MBC  GLOBAL"),  will be
retained  to  act as the  non-  exclusive  Financial  Advisor  to  INTERNATIONAL
THOROUGHBRED BREEDERS,  INC. ("ITGB" or the "Company"),  a Delaware corporation;
for a period of twenty-four (24) months from the closing of the purchase of ITGB
Series B preferred  stock (the  "Closing  Date") by  Investors as defined in the
Term Sheet attached hereto as Exhibit "A" and made a part hereof by reference.

1.   Scope of the Work to be Performed

As the Company's  non-exclusive  Financial Advisor, MBC GLOBAL will use its best
efforts to provide the Company with financial  consulting services to the extent
requested by the Company, including the following:

     (a)  Assist the Company in identifying,  evaluating,  and developing a list
          of potential Investors  interested in investing in securities or loans
          or lines of credit issued to or obtained by the Company;

     (b)  Assist the Company in identifying, evaluating and developing potential
          mergers,  acquisitions,  strategic  partnerships,  reverse  mergers or
          other combinations of the foregoing;

     (c)  Introduce the Company to broker-dealers,  investment bankers, research
          analysts  and  investor   relation  contacts  to  assist  in  business
          development;


<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 2


     (d)  Assist the Company in the  identification  of  individuals to serve on
          the  Company's  Board of  Directors  and/or  Executive  Management  as
          needed;

     (e)  Assist the Company in pursuing a listing on a larger National Exchange
          such as the AMEX or NASDAQ.

     (f)  Assist the Company in  assembling  materials  to b provided to certain
          potential Investors describing the Company;

     (g)  Contact  potential  Investors which the Company  believes meet certain
          financial and strategic criteria;

     (h)  Assist the Company in negotiations with potential  Investors,  whether
          or not introduced to the Company by MBC GLOBAL,  including transaction
          structures proposed by Investors;

     (i)  Provide  introductions  in  connection  with the  placement of debt or
          equity with prospective investors in transactions that are exempt from
          registration under the Securities Act of 1933, as amended;

     (j)  Assist  the  Company  as  requested  in other  ways a agreed to by MBC
          GLOBAL and the Company.

If required, MBC GLOBAL may work through broker-dealers in order to complete the
necessary transactions.


<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 3


2.   Fees

     (a)  Merger and  Acquisition  Services  Fee: The Company  agrees to pay MBC
          GLOBAL a Merger  and  Acquisition  Services  Fee ("M&A  Fee") upon the
          closing of a  merger/acquisition  transaction with a target introduced
          to the Company by MBC GLOBAL.  The M&A Fee will be two percent (2%) of
          the purchase price of the Target company.  The M&A Fee shall be due in
          the event a merger or acquisition  where no equity or debt is obtained
          by the  Company as part of the  transaction.  In  addition to this M&A
          Fee,  if equity or debt is provided  from  sources  introduced  by MBC
          Global,  then the fees set forth in Section 2 (b) below  shall also be
          due.

     (b)  Advisory Fee.  Subject to Section 5 hereof,  the Company agrees to pay
          MBC GLOBAL an advisory fee (the  "Advisory  Fee"),  in cash based upon
          the  aggregate  gross  proceeds  received by the Company or any of its
          subsidiaries  upon closing of a financing  transaction  with a capital
          source introduced to the Company by MBC


<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 3

          Global in the following amounts, to wit: (i) seven percent (7%) of any
          equity[1];  (ii) three percent (3%) of any mezzanine  debt;  and (iii)
          one percent (1%) of any senior debt.  For purposes  hereof  "aggregate
          gross  proceeds  received"  shall  refer to the  gross  consideration,
          before the  deduction of any fees,  expenses or other costs,  received
          by,  contributed to or invested in the Company in any form  (including
          but not limited to cash or securities of any other party including the
          exercise of options or warrants).  If such consideration is not in the
          form of cash, then for the purposes of calculating the aggregate gross
          proceeds,  such consideration  shall be valued at its then fair market
          value.

     (c)  Consulting  Fee. The Company shall and hereby agrees to pay MBC GLOBAL
          a monthly Consulting Fee, in the amount of $10,000 each payable on the
          first  day of each of the next  succeeding  twenty-four  (24)  months,
          commencing with the first such payment on July 1, 2005,  following the
          signing of this Agreement.

     (d)  Warrants.

          Upon closing:

          (i)  The Company agrees to immediately  issu to MBC GLOBAL, a Four (4)
               year  warrant to purchase  150,000  common  shares of the Company
               exercisable at $2.50 per share. MBC GLOBAL will have the right to
               assign the warrants to third  parties  subject to all  applicable
               securities laws.

                  1 Excepting only the Company's Series B Convertible Preferred
                  Stock and warrants specifically related thereto as to which a
                  five percent (5%) fee shall apply.

          (ii) The Company agrees to immediately  issu to MBC GLOBAL, a Four (4)
               year  warrant to purchase  100,000  common  shares of the Company
               exercisable at $3.50 per share. MBC GLOBAL will have the right to
               assign the warrants to third  parties  subject to all  applicable
               securities laws.

          (iii) The Company agrees to immediately issu to MBC GLOBAL, a Four (4)
               year  warrant to purchase  150,000  common  shares of the Company
               exercisable at $4.50 per share. MBC GLOBAL will have the right to
               assign the warrants to third  parties  subject to all  applicable
               securities laws.

     (e)  Expenses.  The  Company  shall  reimburse  MBC GLOBAL  for  reasonable
          out-of- pocket expenses  incurred by MBC Global for services  outlined
          in Section 2 above.

________________________
[1]  Excepting  only the  Company's  Series B  Convertible  Preferred  Stock and
warrants  specifically related thereto as to which a five percent (5%) fee shall
apply.

<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 4


IT IS UNDERSTOOD THAT THE COMPANY MAY REJECT ANY TRANSACTION  PRESENTED TO IT BY
MBC GLOBAL FOR ANY REASON WITH NO LIABILITY TO MBC GLOBAL.

3.   Term

The initial term of this Agreement (the "Initial Term") shall be for a period of
twenty-four (24) months from the date of this Agreement, provided, however, that
either party may terminate this Agreement,  except for the Surviving  Provisions
(as hereinafter defined) (the "Early Termination"), by giving the other party at
least  sixty (60) days prior  written  notice of such  Early  Termination.  Upon
termination  of this Agreement by the Company by Early  Termination  the Company
shall pay MBC  GLOBAL a sum that is the  lesser  of 12  months  of the  retainer
(i.e.,  $120,000)  or the  retainer  applicable  to the  remaining  term of this
Agreement.  Notwithstanding any termination or expiration of this Agreement: (i)
Sections  2(a),  2(b), 4, and 6 and Addendum A shall survive any  termination or
expiration of this Agreement  (collectively,  the "Surviving  Provisions"),  and
(ii) MBC  GLOBAL  shall be  compensated  as set forth in  Section  2(a) and 2(b)
above, as applicable,  if a Transaction is agreed upon or consummated within six
(6) months after any termination or expiration of this Agreement.

4.   Indemnification

In  consideration  of MBC GLOBAL  signing this Agreement and agreeing to perform
services  pursuant  hereto,  the  Company and its Board of  Directors  agrees to
indemnify  and hold  harmless  MBC GLOBAL and each of its  directors,  officers,
agents,  employees and controlling persons (within the meaning of the Securities
Act of 1933,  as  amended)  to the extent and as provided in Addendum A attached
hereto and  incorporated  herein by reference.  The provisions of this Section 4
and Addendum A shall survive any expiration or termination of this Agreement and
shall be binding upon any successors or assigns of the Company. In addition, the
Company's D&O insurance carrier will be notified of this indemnification and the
parties shall determine whether will attach aa rider to the Company's D&O policy
will be attached which will indemnify MBC GLOBAL as stated above.

5.   PlacementAgents

MBC GLOBAL,  where  applicable,  may introduce  placement agents and/or licensed
broker/dealers  to aid in initiating  transactions.  Any fees paid such parties,
together with fees payable to MBC Global,  shall not exceed the fees detailed in
Section 2(b) above without the prior consent of the Company.

6.   General Terms

     (a)  The  Company  agrees  that MBC  GLOBAL  shall  have the right to place
          advertisements  at its own cost in financial and other  newspapers and
          journals


<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 5


describing its services hereunder,  provided that MBC GLOBAL shall submit a copy
of any such advertisements to the Company for its approval, which approval shall
not be unreasonably withheld or delayed.

     (b)  This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of  Illinois.  This  Agreement  shall be binding
          upon and shall inure to the  benefit of the  parties  hereto and their
          respective  successors  and  permitted  assigns.

     (c)  The Company is a sophisticated SEC reporting business  enterprise with
          competent  internal  financial  advisors  and legal  counsel,  and the
          Company has retained MBC GLOBAL for the limited  purposes set forth in
          this Agreement. The parties acknowledge and agree that: (i) MBC GLOBAL
          has been retained solely for the purposes outlined in this letter; and
          (ii) the  Company's  engagement  of MBC  GLOBAL  is as an  independent
          contractor  and that the  respective  rights  and  obligations  of the
          parties set forth herein are contractual in nature.  Accordingly,  the
          Company  acknowledges  and disclaims any intention to impose fiduciary
          or agency  obligations  on MBC  GLOBAL  by  virtue  of the  engagement
          contemplated by this Agreement,  and MBC GLOBAL shall not be deemed to
          have any fiduciary or agency duties or  obligations  to other business
          entities  or  the  Company,  or  any  of  their  respective  officers,
          directors, shareholders,  affiliates or creditors, as a result of this
          Agreement or the services to be provided  pursuant hereto.  MBC GLOBAL
          understands  and agrees that it does not have  authority  to act as an
          agent of the  Company  or to bind the  Company,  and that it shall not
          hold itself out to third parties as an agent of the Company.

     (d)  This Agreement may be executed in counterparts, each of which shall be
          an original but all of which shall together constitute one instrument.
          Signatures  to this  Agreement  may be delivered by facsimile or other
          means of  electronic  transmission,  and any  signatures  so delivered
          shall be valid and binding to the same extent as original signatures.

     (e)  All  claims  arising  out  of  the   interpretation,   application  or
          enforcement of this  Agreement,  including,  without  limitation,  any
          breach  hereof,  shall be settled by final and binding  arbitration in
          Chicago,  Illinois,  in  accordance  with the  commercial  rules  then
          prevailing of the American Arbitration Association by a panel of three
          (3) arbitrators appointed by the American Arbitration Association. The
          decision of the  arbitrators  shall be final and binding on MBC GLOBAL
          and the  Company  and may be  entered  and  enforced  in any  court of
          competent  jurisdiction  by either  party.  The  arbitration  shall be
          pursued and brought to conclusion as rapidly as is possible.  The cost
          of such  arbitration  shall be shared equally by the parties.  EACH OF
          MBC GLOBAL AND THE COMPANY


<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 6

          WAIVES  ALL  RIGHT  TO  TRIAL  BY JURY IN ANY  ACTION,  PROCEEDING  OR
          COUNTERCLAIM (WHETHER BASED UPON CONTRACT,  TORT OR OTHERWISE) RELATED
          TO OR ARISING OUT OF THE ENGAGEMENT OF MBC GLOBAL  PURSUANT TO, OR THE
          PERFORMANCE  BY MBC  GLOBAL  OF,  THE  SERVICES  CONTEMPLATED  BY THIS
          AGREEMENT.

     (f)  This Agreement, Exhibit "A," and Addendum A attached hereto constitute
          the entire  Agreement  and  understanding  between  MBC GLOBAL and the
          Company  regarding the subject matter hereof and supersede any and all
          prior,  contrary  agreements  and  understandings,   whether  oral  or
          written,  relating to the subject matter hereof.  This Agreement shall
          not be modified or changed  nor can any of its  provisions  be waived,
          except by a writing signed by all parties hereto.

     (g)  The  services  provided  by MBC  GLOBAL  hereunder  are solely for the
          benefit of the Company and are not  intended to confer any rights upon
          any  persons  or  entities  not a  party  hereto  (including,  without
          limitation,  security holders,  employees or creditors of the Company)
          as against MBC GLOBAL or its affiliates or their respective directors,
          officers, agents and employees.

     (h)  In conjunction with the engagement outlined herein, the Company agrees
          to  provide  the  necessary  assistance  and  information   reasonably
          required at all steps and to have management  reasonably  available as
          may be  required  by MBC  GLOBAL.  In  connection  with  MBC  GLOBAL's
          services, the Company agrees to furnish to MBC GLOBAL such information
          and data relating to the Company as MBC GLOBAL may reasonably request.
          The  Company   recognizes  and  confirms  that  MBC  GLOBAL,   in  the
          performance  of  its  services  hereunder:  (i)  may  rely  upon  such
          information  received  from  the  Company  or  its  advisors,  without
          independent  verification  by MBC  GLOBAL;  and (ii)  does not  assume
          responsibility  for the accuracy or completeness  of such  information
          received  from the Company or its  advisors  whether or not MBC GLOBAL
          makes an independent verification thereof.

     (i)  In  connection   with  this   Agreement,   the  term  "   Confidential
          Information" shall mean all information  furnished to MBC GLOBAL which
          is not  otherwise  publicly  disclosed or  independently  disclosed by
          third parties not in breach of any obligation of confidentiality.  MBC
          GLOBAL  agrees  that  during  the term of this  Agreement,  unless the
          Company  has  consented,  or  unless  ordered  to do so by a court  or
          agency,  MBC GLOBAL shall not reveal or disclose any such Confidential
          Information  to any third  party,  except  for its  agents,  advisors,
          officers, directors,  partners, employees and representatives who have
          a need to utilize  such  Confidential  Information  during the term of
          this Agreement.


<PAGE>

                                       International Thoroughbred Breeders, Inc.
                                                                   June 30, 2005
                                                                          Page 7

          Following the termination of this Agreement and this  engagement,  all
          such non- public  Confidential  Information in MBC GLOBAL's possession
          will be promptly returned to the Company.

     (j)  Any and all  sub-agreements  entered into by MBC GLOBAL in  connection
          with this  Agreement,  shall be documented in writing and disclosed to
          the Company.

Except as required by applicable law,  including the Securities and Exchange Act
of 1934, as amended, and the rules promulgated thereunder, the Company shall not
publish,  refer to, describe or characterize MBC GLOBAL's engagement  hereunder,
or the advice  provided to the Company by MBC GLOBAL,  without the prior written
approval of MBC GLOBAL in each instance.

If this Agreement conforms to your understanding of the terms of our engagement,
please sign and return to us the enclosed duplicate hereof.

Sincerely,

MBC GLOBAL, LLC

By:    S/ Paul Moore
      -----------------
Name:  Paul Moore
      -----------------
Title: Managing Member
      -----------------


AGREED AND ACCEPTED:

INTERNATIONAL THOROUGHBRED
BREEDERS, INC.

By:    S/ Francis W. Murray
      ---------------------
Name:  Francis W. Murray
      ---------------------
Title: President
      ---------------------

Attachment


<PAGE>


                                   ADDENDUM A

Pursuant  to the  foregoing  letter  dated  June  16,  2005  (the  "Agreement"),
INTERNATIONAL  THOROUGHBRED  BREEDERS,  INC. (the "Company") agrees to indemnify
and hold harmless MBC GLOBAL, LLC ("MBC GLOBAL"), together with their respective
officers,  directors,  shareholders,  employees and agents,  and each person, if
any, who controls MBC GLOBAL and any of its affiliates within the meaning of the
Securities  Act of  1933 or the  Securities  Exchange  Act of  1934  (all of the
foregoing are referred to collectively as "Indemnified Parties" and individually
as an "Indemnified Party"), from any and all losses, suits, actions,  judgments,
penalties,  fines, costs, damages,  liabilities or claims of any kind or nature,
whether joint or several, (including, without limitation, any legal or any other
expenses as they are incurred by an  Indemnified  Party in  connection  with the
preparation  for or defense of any action,  claim or proceeding,  whether or not
resulting in any liability) (all of the foregoing being collectively  defined as
the "Indemnified  Claims") to which such Indemnified Party may become subject or
liable or which may be  incurred by or assessed  against any  Indemnified  Party
under any statute, common law, contract or otherwise, relating to or arising out
of any of: (a) any actions or omissions  of the Company or anyone  acting on the
Company's behalf,  including its employees,  officers,  advisors,  directors and
agents;  (b) the  Agreement  or the  services  to be  performed  pursuant to the
Agreement; (c) any securities,  tax, corporate, or other filings of the Company;
or (d) any transactions referred to in the Agreement or any transactions arising
out of the transactions contemplated by the Agreement;  provided,  however, that
the Company shall not be liable to an Indemnified Party in any such case, to the
extent  that  any such  Indemnified  Claim is  found,  in a final,  unappealable
judgment  by a court of  competent  jurisdiction,  to have  resulted  from  said
Indemnified Party's willful misconduct or gross negligence in the performance of
their duties on behalf of MBC GLOBAL.  Promptly  after receipt by an Indemnified
Party of notice of the occurrence of an Indemnified  Claim,  or any claim or the
commencement  of any action or proceeding  in respect of which  indemnity may be
sought against the Company,  such  Indemnified  Party will notify the Company in
writing  of the  commencement  thereof  or of such  Indemnified  Claim,  and the
Company  shall  immediately  assume  the full  defense  thereof  (including  the
employment of counsel  satisfactory to the Indemnified  Party and the payment of
the fees and expenses of such counsel).  Notwithstanding the preceding sentence,
the  Indemnified  Party  will be  entitled  to employ  its own  counsel  in such
circumstance if the Indemnified Party is advised in a written opinion of counsel
that a conflict of interest exists which makes  representation by counsel chosen
by  the  Company  not  advisable.   In  such  event,  the  reasonable  fees  and
disbursements of such separate counsel will be paid by the Company.

If for any reason  (other than as  specifically  provided  herein) the foregoing
indemnity for an Indemnified  Claim is  unavailable  to an Indemnified  Party or
insufficient  to fully hold any  Indemnified  Party  harmless,  then the Company
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such Indemnified Claim in such proportion as is appropriate to reflect
the relative  benefits received by and fault of the Company on the one hand, and
the  relative  benefits  received by and fault of the  Indemnified  Party on the
other hand, as well as any relevant  equitable  considerations.  Notwithstanding
any provisions herein to the contrary,  the aggregate contribution of all of the
Indemnified  Parties for all  Indemnified  Claims shall not exceed the amount of
fees actually  received by MBC GLOBAL  pursuant to the  Agreement.  It is hereby
further  agreed  that the  relative  fault of the Company on the one hand and an
Indemnified  Party on the other hand with respect to the  transactions  shall be
determined by reference  to, among other  things,  whether any untrue or alleged
untrue  statement of a material  fact or incorrect  opinion or conclusion or the
omission or alleged  omission to state a material  fact  related to  information
supplied by the Company on the one hand or by the Indemnified Party on the other
hand, as well as the parties' relative intent, knowledge,  access to information
and  opportunity to correct or prevent such  statement,  opinion,  conclusion or
omission.  No  Indemnified  Party shall have any liability to the Company or any
other person in connection with the services rendered pursuant to this Agreement
except for any  liability for losses,  claims,  damages or  liabilities  finally
judicially determined to have resulted from actions taken or omitted to be taken
as a result of such Indemnified  Party's gross negligence or willful misconduct.
The indemnity, contribution and expense reimbursement agreements and obligations
set  forth  herein  shall  be in  addition  to any  other  rights,  remedies  or
indemnification which any Indemnified Party may have or be entitled to at common
law or  otherwise,  and shall  remain  operative  and in full  force and  effect
regardless of any investigation  made by or on behalf of any Indemnified  Party.
In addition,  the Company shall offer such  indemnification  and expense advance
and  reimbursement  as it may be  permitted  to offer or extend  pursuant to its
Bylaws, Charter,  Articles of Incorporation,  or insurance.  The Company further
agrees  that  the   indemnification   and  expense  advance  and   reimbursement
obligations set forth herein, shall apply whether or not MBC GLOBAL or any other
Indemnified  Party is a formal party in any such Indemnified  Claim. The Company
will not be permitted to settle any Indemnified  Claim without the prior consent
of MBC GLOBAL or any  Indemnified  Party  involved  therein if any  admission of
wrong doing,  negligence or improper  activity of any kind of MBC GLOBAL or such
Indemnified  Party is a part of such settlement.  The Company shall not, without
the prior written consent of an Indemnified Party,  effect any settlement of any
pending  or  threatened  action,  suit or  proceeding  in  respect  of  which an
Indemnified  Party is or could have been a party and  indemnity  could have been
sought hereunder by such Indemnified Party,  unless such settlement  includes an
unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such action, suit or proceeding.

<PAGE>

                                   TERM SHEET
                                  June 20, 2005

                     $7,500,000 Convertible Preferred Stock
                            with 4% PIK with Warrants

                                SUMMARY OF TERMS

Issuer:             International  Thoroughbred  Breeders,  Inc. (PNK ITGB) (the
                    "'Company").

Investors:          Entity and  accredited  investors  led by Paul  Moore  ("MBC
                    Group") and the Titan investor group ("Titan") cumulatively,
                    the "Investors".

Principal Amount:   Seven and One-Half Million Dollars ($7,500,000). Two and One
                    Half Million  Dollars  ($2,500,000)  from the Titan Investor
                    Group and Five Million Dollars  ($5,000,000)  from MBC Group
                    to close on or before June 30, 2005.

Securities:         Convertible  Preferred Stock (the "Preferred  Shares"),  par
                    value $10 per share, with Warrants.

Dividend Rate:      4% per annum paid in additional common shares.

Warrants:           The Company will grant  Investors  four (4) year warrants to
                    purchase 600,000 common shares exercisable  beginning on the
                    first anniversary following Closing at $3.25. Details of the
                    warrants to be described in final documentation.

Conversion:         Once the registration statement is effective there will be a
                    forced  conversion from preferred stock to common stock. The
                    shares  will be  converted  at a value of $2.00  per  common
                    share.

Registration Rights:The  Company  will use best  efforts to  register  the stock
                    within   One-Hundred   Eighty   (180)   days  of   issuance.
                    Registration  will include the convertible  preferred shares
                    and the common shares underlying the warrants

Legal Fees:         The legal fees of counsel to the  Investors  will be paid by
                    the Company and not exceed  $10,000.  The documents  will be
                    prepared by Company counsel for review by MBC, the investors
                    and their legal counsel.

Definitive
Documentation:      The definitive  documentation  shall contain such additional
                    and supplementary provisions, including, without limitation,
                    customary    representations,     warranties,     covenants,
                    agreements,  anti-dilution,  payments and  remedies,  as are
                    appropriate  to  preserve  and  protect  economic   benefits
                    intended to be conveyed to the Company and to the  Investors
                    pursuant hereto.

Special Rights:     1. MBC  Group has the right to  appoint  one of seven  Board
                    seats.  Titan has the right to  appoint  one of seven  Board
                    seats.

<PAGE>

                    2. The Company, subject to meetings and diligence,  agree to
                    hire an Investor Relations professional to create additional
                    Street  awareness  of the  Company  at a  rate  of up to Six
                    Thousand Dollars ($6,000) per month.

Use of Proceeds:    Detailed  Use of  Proceeds  to be include in the  investment
                    documents.

Advisory Agreement: This Term Sheet is contingent on the Company entering into a
                    two year Advisory Agreement with MBC Global, LLC.

Fees:               Finders'  Fees  will be 5% of gross  proceeds  from MBC Grou
                    payable to Eroom Securities.


This Term Sheet sets forth, for discussion purposes only,  principal terms for a
definitive written agreement ("Definitive Agreement") regarding the purchase and
sale of convertible  preferred stock. Nothing in this Term Sheet shall be deemed
binding upon any party. No offer, contract or agreement for the sale or purchase
of any shares shall be deemed to exist  unless and until a Definitive  Agreement
shall have been executed and delivered by the Company and the Investors,  and no
person or entity shall have any obligation to engage in or continue  discussions
or negotiations with respect thereto.

Agreed Hereby:

International Thoroughbred Breeders, Inc.

By: S/ Francis W. Murray              DATE: June 20, 2005
    --------------------------------

Its: President
    --------------------------------

MBC Global, LLC

By: S/ Paul Moore                     DATE: June 20, 2005
    --------------------------------
Its: Managing Member
    --------------------------------