Exhibit 10.20

                          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 the  purchasers
signatory  hereto (each such  purchaser,  a "Purchaser"  and  collectively,  the
"Purchasers").

                                   BACKGROUND

               Pursuant to a Subscription  Agreement dated as of the date hereof
among the Company and the Purchasers (the "Subscription Agreement"), the Company
is issuing 500,000 shares of the Company's Series B Convertible  Preferred Stock
("Series B Preferred  Stock") and warrants (the  "Warrants") to purchase 600,000
shares of the  Company's  common  stock (the "Common  Stock").  The Common Stock
issuable  upon  exercise of the  Warrants  and the Common  Stock  issuable  upon
conversion of the Series B Preferred Stock are  collectively  referred to herein
as the  "Shares."  The Series B Preferred  Stock is by its terms  required to be
converted into Common Stock upon the effectiveness of a Registration Statement.

               In  consideration  of Purchasers'  entering into the Subscription
Agreement  and their  purchases  of Series B  Preferred  Stock,  the Company has
agreed to grant certain  registration rights to the Purchasers 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  Subscription  Agreement  shall have the meanings
given such terms in the Subscription 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).

              "Closing Date" means the date hereof.

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

              "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  the
       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.

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              "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  and  any
       additional shares purchased under Section 2(b) hereof.

              "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.

          (a) 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

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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
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").

          (b) If a Registration Statement is not filed with the Commission on or
prior to December  31,  2005,  the Company  shall grant  additional  warrants to
purchase  Common Stock to Holders,  having a warrant  exercise price of $.01 per
share and  otherwise  on the same terms as the  Warrants,  pursuant to which the
aggregate number of such additional  shares shall equal the product of (i) 5% of
the number of common shares that the Holders would have received upon conversion
of the Series B Preferred  Stock had the  Registration  Statement  been declared
effective by the Commission on December 31, 2005,  multiplied by (ii) the number
of calendar  months  (including any fraction of a calendar month) after December
31, 2005 before which the  Registration  Statement  shall have been filed. In no
event shall the number of such additional shares exceed 20% of the shares of the
Company's  Common Stock issuable upon conversion of the Series B Preferred Stock
had the Registration Statement been declared effective on December 31, 2005. All
shares of Common Stock issuable under warrants  granted pursuant to this Section
2(b) shall be included in the shares of Common Stock  required to be  registered
hereunder.  Any warrants to be granted under this section 2(b) shall  constitute
liquidated damages for the Company's breach of its obligation to timely register
the Shares.

       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

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       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 an 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.

              (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

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<PAGE>

       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 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 Subscription Agreement, of all restrictive
       legends,

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       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,  neitheIr
       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  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

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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
       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

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       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  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,

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       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  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.

                                       9
<PAGE>

              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 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 Subscription 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  Series B Preferred
       Stock under the Subscription Agreement.

                                       10
<PAGE>

              (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 Subscription 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.

              (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:



                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


<PAGE>



          [PURCHASER'S SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

Name of Investing Entity: __________________________
Signature of Authorized Signatory of Investing entity:_________________________
Name of Authorized Signatory:_______________________
Title of Authorized Signatory:______________________



                           [SIGNATURE PAGES CONTINUE]

                                       13
<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;

                                       14
<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.

                                       15
<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: _________________________________


                                       16
<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.


                                       17
<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.




                                       18
<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.


                                       19
<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:




                                       20
<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.

                                       21
<PAGE>

Question 3(e).

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

                                       22
<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]


                                       23