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From Tom Connelly to the Board of Directors:

As the Board directed during our recent conference call, negotiations
have been ongoing with Mike Brown in relation to his resignation.

Attached is the final agreed upon separation agreement which Mike has
executed and presented to us. He realized that this matter was going to
go to the Board and he wanted to have signed it before it was actually
presented.

I plan to sign the agreement Monday at 4:00 p.m. Eastern Time, but in
the meantime, if you wish to make any comments, please forward them to Joleen White and she will make sure we all see them.

SEPARATION AGREEMENT

I. PARTIES

The Parties to this Agreement are:

A. International Arabian Horse Association, a Colorado non-profit corporation, which is located in Arapahoe County, Colorado ("IAHA"); and

B. Michael D. Brown, an individual who is a resident of Boulder
County, Colorado.

II. RECITALS

A. Mr. Brown is employed as the Judges and Stewards Commissioner of IAHA.

B. Mr. Brown and IAHA are currently involved as co-defendants in litigation.

C. Mr. Brown desires to resign from his employment with IAHA, and IAHA desires to accept Mr. Brown's resignation. However, in an attempt to accomplish an orderly transition for IAHA, the parties desire a gradual disengagement of the relationship so that Mr. Brown can complete his pending work and continue to assist in the defense of the pending litigation.

III. COVENANTS

In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the sufficiency of which the parties
hereby acknowledge, the parties agree as follows:

A. Upon execution of this Agreement by the parties, Mr. Brown
will resign from his position with IAHA, effective January 31, 2001.

B. Mr. Brown will employ his best efforts to conclude his work on pending matters during the month of September, 2000, and will assist in an orderly transition, and will continue to assist in the defense of litigation against him and/or IAHA relating to his work as Judges and Stewards Commissioner.

C. Prior to January 31, 2001, Mr. Brown will use all of his accrued vacation time.

D. IAHA will continue to pay to Mr. Brown his full salary, including benefits, through January 31, 2001.

E. During the months of February, March and April, 2001, IAHA will pay Mr. Brown his full salary, as severance pay.

F. Mr. Brown will continue to assist in the defense of litigation against him and/or IAHA relating to his work for IAHA as Judges and Stewards Commissioner, as reasonably requested by counsel for IAHA, unless reasonably objected to by counsel for Mr. Brown.

G. IAHA will pay to Mr. Brown a consulting fee of $100 per hour for time he spends assisting in the defense of litigation after April 30,
2001, such fee to be paid within 30 days of the date services are billed to IAHA by Mr. Brown.

H. IAHA will continue to provide and to pay for health insurance for Mr. Brown and his wife through October 31, 2001.

I. By October 1, 2000, Mr. Brown will cause to be contributed from the Michael D. Brown Legal Defense Fund Trust to the IAHA Legal Defense Fund the sum of $25,000.

J. IAHA will, without limitation and to the fullest extent allowed by law, continue to indemnify Mr. Brown and to hold Mr. Brown harmless from all liabilities, obligations, claims, causes of action, or expenses of any kind, including reasonable attorneys' fees and costs, that may arise or be incurred by Mr. Brown arising out of the performance of his employment as Judges and Stewards Commissioner of IAHA, including his duties under the terms of this Separation Agreement.

K. Mr. Brown further agrees to abide by the provisions of Paragraphs 17 and 18 his Employment Contract and the confidentiality requirements of Resolution 5-90.

L. This Separation Agreement shall not in any way be construed as an admission by either party of any acts of wrongdoing whatsoever.
The parties recognize that, due to the nature of Mr. Brown's duties as Judges and Stewards Commissioner, he has been the subject of numerous personal attacks, and that there have been numerous allegations made during the course of his employment that Mr. Brown engaged in conduct that would constitute cause for the termination of Brown's contract with IAHA. IAHA specifically acknowledges, however, that no cause exists to terminate Brown's contract with IAHA.

M. The Parties hereby and forever release and discharge each other, their heirs and assigns, from any and all causes of action, actions, judgments, liens, damages, losses, claims, liabilities and demands whatsoever, whether known or unknown, which arose prior to the date of this Separation Agreement.

N. Any dispute arising under this Separation Agreement shall be
submitted to arbitration before the Judicial Arbiter Group in Denver,
Colorado. In the event any arbitration is held pursuant to this Agreement, the arbitrator shall award the prevailing party his or its reasonable attorneys' fees and costs.

O. This Separation Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements and understandings between the parties hereto pertaining to the subject matter hereof.

P. The parties have each been represented by counsel in connection with this Separation Agreement and have read the entire Separation Agreement and understand each of the terms hereof.

Q. Colorado law shall govern the interpretation of this Separation Agreement and the resolution of any dispute arising in connection herewith.

R. No modification to this Separation Agreement will be effective, unless such modification is made in writing and signed by each of the parties hereto.

S. In the event that any part of this Separation Agreement and General Release is determined to be void, or otherwise unlawful, the remaining portions hereof shall remain in full force and effect.



Date:

Michael D. Brown


International Arabian Horse Association


Date:                                  By:
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