EXHIBIT 4.2

THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAWS.  THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  HYPOTHECATED  IN THE
ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS NOTE UNDER SAID ACT
AND ANY APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL  REASONABLY
SATISFACTORY  TO FAST EDDIE RACING STABLES,  INC. THAT SUCH  REGISTRATION IS NOT
REQUIRED.

                          SECURED CONVERTIBLE TERM NOTE

      FOR VALUE RECEIVED, FAST EDDIE RACING STABLES, INC., a Florida corporation
(the  "Borrower"),  hereby promises to pay to LAURUS MASTER FUND,  LTD., c/o M&C
Corporate Services Limited,  P.O. Box 309 GT, Ugland House, South Church Street,
George Town, Grand Cayman,  Cayman Islands,  Fax: 345-949-8080 (the "Holder") or
its  registered  assigns or successors in interest,  on order,  the sum of Three
Million  Dollars  ($3,000,000),  together  with any accrued and unpaid  interest
hereon,  on March 9, 2008 (the "Maturity Date") if not sooner paid. The original
principal amount of this Note subject to amortizing payments pursuant to Section
1.2 hereof is hereinafter  referred to as the "Amortizing  Principal Amount" and
the remaining original principal amount of this Note is hereinafter  referred to
as the  "Non-Amortizing  Principal Amount." The Amortizing  Principal Amount and
the Non-Amortizing  Principal Amount are collectively  referred to herein as the
"Principal Amount".

      Capitalized  terms used herein without  definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the date hereof between the Borrower and the Holder (the "Purchase Agreement").

      The  principal  amount of this Note that is  contained  in the  Restricted
Account  (as  defined in the  Restricted  Account  Agreement  referred to in the
Purchase Agreement) on the date of the issuance of this Note is Two Million Five
Hundred Thousand Dollars ($2,500,000).

      The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

      1.1 (a) Interest Rate.  Subject to Sections  1.1(b),  4.12 and 5.6 hereof,
interest  payable on this Note shall  accrue at a rate per annum (the  "Interest
Rate") equal to the "prime rate"  published in The Wall Street Journal from time
to time, plus three percent (3%). The prime rate shall be increased or decreased
as the case may be for each  increase or decrease in the prime rate in an amount
equal to such  increase  or  decrease  in the  prime  rate;  each  change  to be
effective as of the day of the change in such rate. Interest shall be calculated
on the basis of a 360 day year.  Interest shall accrue but not be payable during
the period commencing on the date hereof and ending on March 31, 2005.

<PAGE>

Interest  on the  Amortizing  Principal  Amount  shall be  payable  monthly,  in
arrears,  commencing  on April 1, 2005 and on the first day of each  consecutive
calendar month thereafter  (each, a "Repayment  Date") and on the Maturity Date,
whether by acceleration  or otherwise.  Accrued  interest on the  Non-Amortizing
Principal  Amount shall be payable only on the Maturity Date or, in the event of
the  redemption  or  conversion  of  all or any  portion  of the  Non-Amortizing
Principal Amount,  accrued interest on the amount so redeemed or converted shall
be paid on the date of redemption or conversion, as the case may be.

      1.1 (b) Interest  Rate  Adjustment.  The Interest Rate shall be subject to
adjustment on the last business day of each month  hereafter  until the Maturity
Date  (each  a  "Determination  Date").  If on any  Determination  Date  (i) the
Borrower shall have registered under the Securities Act of 1933, as amended (the
"Securities  Act"), the shares of Common Stock underlying each of the conversion
of this Note and the exercise of the Warrant issued on a registration  statement
declared  effective by the Securities and Exchange  Commission (the "SEC"),  and
(ii) the market  price (the  "Market  Price") of the Common Stock as reported by
Bloomberg,  L.P. on the  Principal  Market (as  defined  below) for the five (5)
consecutive  trading days immediately  preceding such Determination Date exceeds
the then  applicable  Fixed  Conversion  Price by at least  twenty five  percent
(25%), the Interest Rate for the succeeding  calendar month shall  automatically
be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five
percent  (25%)  increase in the Market Price of the Common Stock above the Fixed
Conversion  Price,   after  giving  effect  to  adjustments  set  forth  herein.
Notwithstanding  the  foregoing  (and  anything  to the  contrary  contained  in
herein), in no event shall the Interest Rate be less than zero percent (0%).

      1.2  Minimum  Monthly  Principal  Payments.  Amortizing  payments  of  the
outstanding  principal  amount  of this  Note not  contained  in the  Restricted
Account (as defined in the Restricted  Account Agreement) shall begin on July 1,
2005 and shall recur on each  succeeding  Repayment  Date  thereafter  until the
Amortizing  Principal Amount has been repaid in full,  whether by the payment of
cash or by the  conversion of such  principal  into Common Stock pursuant to the
terms  hereof.  Subject to Section  2.1 and Article 3 below,  on each  Repayment
Date, the Borrower shall make payments to the Holder in the amount of $14,705.88
(the "Monthly Principal Amount"),  together with any accrued and unpaid interest
then due on such  portion of the  Amortizing  Principal  Amount plus any and all
other  amounts which are then owing under this Note that have not been paid (the
Monthly  Principal  Amount,  together with such accrued and unpaid  interest and
such  other  amounts,  collectively,  the  "Monthly  Amount") ;  provided  that,
following  a release  of an  amount of funds  from the  Restricted  Account  (as
defined in the Restricted  Account  Agreement) for the purposes set forth in the
Restricted Account Side Letter (other than with respect to a release that occurs
as a result of a conversion of any Principal  Amount) (each, a "Release Amount")
each Monthly  Principal  Amount due on any Repayment  Date occurring on or after
the 90th day following any such release shall be increased by an amount equal to
(x) such  Release  Amount  divided by (y) the sum of (I) the number of Repayment
Dates  occurring  on or after  the  90th day  following  any  such  release  and
remaining  until the Maturity Date plus (II) one (1). Any Principal  Amount that
remains  outstanding  on the  Maturity  Date  shall  be due and  payable  on the
Maturity Date.

<PAGE>

                                   ARTICLE II
                              CONVERSION REPAYMENT

      2.1 (a) Payment of Monthly Amount in Cash or Common Stock.  If the Monthly
Amount  (or a portion  thereof  of such  Monthly  Amount if such  portion of the
Monthly  Amount  would have been  converted  into shares of Common Stock but for
Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the
Borrower  shall pay the  Holder an amount  equal to the  Monthly  Amount due and
owing to the Holder on the Repayment  Date in cash. If the Monthly  Amount (or a
portion of such Monthly Amount if not all of the Monthly Amount may be converted
into shares of Common  Stock  pursuant to Section 3.2) is required to be paid in
shares of Common Stock pursuant to Section 2.1(b),  the number of such shares to
be issued by the  Borrower to the Holder on such  Repayment  Date (in respect of
such  portion of the Monthly  Amount  converted  into in shares of Common  Stock
pursuant to Section 2.1(b)),  shall be the number determined by dividing (x) the
portion of the Monthly Amount  converted into shares of Common Stock, by (y) the
then applicable Fixed Conversion Price. For purposes hereof,  the initial "Fixed
Conversion Price" means $0.83.

            (b)  Monthly  Amount  Conversion  Guidelines.  Subject  to  Sections
2.1(a), 2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock
all or a portion of the Monthly  Amount due on each  Repayment Date according to
the following  guidelines  (collectively,  the "Conversion  Criteria"):  (i) the
average closing price of the Common Stock as reported by Bloomberg,  L.P. on the
Principal Market for the five (5) consecutive trading days immediately preceding
such  Repayment  Date  shall  be  greater  than or  equal  to 120% of the  Fixed
Conversion  Price and (ii) the amount of such  conversion does not exceed twenty
five percent (25%) of the aggregate  dollar  trading  volume of the Common Stock
for the twenty two (22) day trading period immediately  preceding the applicable
Repayment Date. If the Conversion Criteria are not met, the Holder shall convert
only such part of the Monthly  Amount that meets the  Conversion  Criteria.  Any
part of the Monthly  Amount due on a Repayment Date that the Holder has not been
able to  convert  into  shares  of  Common  Stock  due to  failure  to meet  the
Conversion  Criteria,  shall be paid by the  Borrower in cash  within  three (3)
business days following the applicable Repayment Date.

            (c) Application of Conversion Amounts.  Any amounts converted by the
Holder pursuant to Section 2.1(b) shall be deemed to constitute  payments of, or
applied against, (i) first,  outstanding fees, (ii) second,  accrued interest on
the Amortizing  Principal  Amount,  and (iii) third,  the  Amortizing  Principal
Amount.

      2.2 No Effective  Registration.  Notwithstanding  anything to the contrary
herein,  no amount  payable  hereunder may be converted into Common Stock unless
(a) either (i) an effective  current  Registration  Statement (as defined in the
Registration  Rights Agreement) covering the shares of Common Stock to be issued
in  satisfaction  of  such  obligations   exists,  or  (ii)  an  exemption  from
registration  of the  Common  Stock  is  available  pursuant  to Rule 144 of the
Securities Act, and (b) no Event of Default  hereunder exists and is continuing,
unless such Event of Default is cured  within any  applicable  cure period or is
otherwise  waived in writing  by the Holder in whole or in part at the  Holder's
option.

      2.3 Optional Redemption of Amortizing Principal Amount. The Borrower will
have the option of prepaying the outstanding Amortizing Principal Amount
("Optional Amortizing

<PAGE>

Redemption"),  in whole or in part, by paying to the Holder a sum of money equal
to (i) one hundred twenty five percent (125%) of the Amortizing Principal Amount
to be redeemed,  together with accrued but unpaid interest  thereon and (ii) any
and all other sums due,  accrued or  payable  to the Holder  arising  under this
Note, the Purchase Agreement or any Related Agreement (the preceding clauses (i)
and (ii),  collectively,  the "Amortizing  Redemption Amount") on the Amortizing
Redemption  Payment Date (as defined  below).  The Borrower shall deliver to the
Holder a notice of redemption (the "Notice of Amortizing Redemption") specifying
the date for such Optional  Amortizing  Redemption (the  "Amortizing  Redemption
Payment Date"),  which date shall be not less than seven (7) business days after
the date of the Notice of Amortizing  Redemption (the  "Redemption  Period").  A
Notice of  Amortizing  Redemption  shall not be  effective  with  respect to any
portion of the  Amortizing  Principal  Amount for which the Holder has a pending
election to convert  pursuant to Section  3.1, or for  conversions  initiated or
made by the Holder  pursuant to Section 3.1 during the  Redemption  Period.  The
Amortizing  Redemption Amount shall be determined as if such Holder's conversion
elections  had been  completed  immediately  prior to the date of the  Notice of
Amortizing Redemption. On the Amortizing Redemption Payment Date, the Amortizing
Redemption  Amount  shall be paid in good funds to the Holder.  In the event the
Borrower  fails  to pay  the  Amortizing  Redemption  Amount  on the  Amortizing
Redemption  Payment  Date as set forth  herein,  then such Notice of  Amortizing
Redemption will be null and void.

      2.4 Optional  Redemption of Non-Amortizing  Principal Amount. The Borrower
will have the option of repaying the outstanding Non-Amortizing Principal Amount
("Optional  Non-Amortizing  Redemption"),  in whole or in part,  by  paying  the
Holder  a sum of  money  equal  to one  hundred  twenty  percent  (120%)  of the
Non-Amortizing Principal Amount to be redeemed, together with accrued but unpaid
interest thereon (the "Non-Amortizing  Redemption Amount") on the Non-Amortizing
Redemption Date (as defined  below).  The Borrower shall deliver to the Holder a
written  notice  of  redemption  (the  "Notice  of  Non-Amortizing  Redemption")
specifying   the  date  for  such  Optional   Non-Amortizing   Redemption   (the
"Non-Amortizing  Redemption Date"),  which date shall be not less than seven (7)
business  days after the date of the Notice of  Non-Amortizing  Redemption  (the
"Non-Amortizing Redemption Period"). A Notice of Non-Amortizing Redemption shall
not be  effective  with respect to any portion of the  Non-Amortizing  Principal
Amount for which the  Holder  has a pending  election  to  convert  pursuant  to
Section  3.1, or for  conversions  initiated  or made by the Holder  pursuant to
Section 3.1 during the  Non-Amortizing  Redemption  Period.  The  Non-Amortizing
Redemption  Amount shall be determined as if the Holder's  conversion  elections
had been completed immediately prior to the date of the Notice of Non-Amortizing
Redemption. On the Non-Amortizing Redemption Date, the Non-Amortizing Redemption
Amount  shall be paid (i) in good funds to the Holder,  (ii) by  furnishing  the
Holder written  direction to notify the bank holding the  Restricted  Account to
release  from the  Restricted  Account  and deliver to the Holder a sum of money
equal to the Non-Amortizing Redemption Amount, or (iii) if the amount on deposit
in the Restricted Account is less than the Non-Amortizing  Redemption Amount, by
furnishing  the  Holder  written  direction  to  notify  the  bank  holding  the
Restricted  Account to release all amounts on deposit in the Restricted  Account
to the Holder and  delivering to the Holder good funds in an amount equal to the
balance of the Non-Amortizing Redemption Amount.

<PAGE>

                                   ARTICLE III
                                CONVERSION RIGHTS

      3.1. Holder's Conversion Rights.  Subject to Section 2.2, the Holder shall
have the right,  but not the  obligation,  to convert  all or any portion of the
then aggregate outstanding Principal Amount of this Note, together with interest
and fees due  hereon,  into  shares of Common  Stock,  subject  to the terms and
conditions  set forth in this Article III. The Holder may exercise such right by
delivery to the Borrower of a written  Notice of Conversion  pursuant to Section
3.3.  The shares of Common  Stock to be issued upon such  conversion  are herein
referred to as the "Conversion Shares."

      3.2 Conversion  Limitation.  Notwithstanding  anything contained herein to
the contrary,  the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible  into that number of Conversion
Shares  which  would  exceed  the  difference  between  4.99% of the  issued and
outstanding  shares of Common  Stock  and the  number of shares of Common  Stock
beneficially  owned by such Holder or issuable upon exercise of Warrants held by
such Holder. For the purposes of the immediately preceding sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and Regulation  13d-3  thereunder.  The Holder may void the Conversion Share
limitation  described  in this  Section  3.2 upon 75 days  prior  notice  to the
Borrower or without any notice requirement upon an Event of Default.

      3.3  Mechanics  of Holder's  Conversion.  (a) In the event that the Holder
elects to convert any amounts outstanding under this Note into Common Stock, the
Holder  shall  give  notice of such  election  by  delivering  an  executed  and
completed notice of conversion (a "Notice of Conversion") to the Borrower, which
Notice of  Conversion  shall  provide a breakdown  in  reasonable  detail of the
Principal Amount, accrued interest and fees being converted.  On each Conversion
Date (as  hereinafter  defined) and in accordance with its Notice of Conversion,
the Holder shall make the appropriate reduction to the Principal Amount, accrued
interest  and fees as entered in its records and shall  provide  written  notice
thereof to the Borrower within two (2) business days after the Conversion  Date.
Each date on which a Notice of  Conversion  is  delivered or  telecopied  to the
Borrower in accordance with the provisions  hereof shall be deemed a "Conversion
Date".  A form of Notice of  Conversion  to be employed by the Holder is annexed
hereto as Exhibit A.

            (b)  Pursuant to the terms of a Notice of  Conversion,  the Borrower
will issue  instructions  to the  transfer  agent  accompanied  by an opinion of
counsel,  if so  required  by the  Borrower's  transfer  agent,  within  two (2)
business days of the date of the Borrower's  receipt of the Notice of Conversion
and shall cause the transfer agent to transmit the certificates representing the
Conversion  Shares to the  Holder  by  crediting  the  account  of the  Holder's
designated  broker with the Depository  Trust  Corporation  ("DTC")  through its
Deposit  Withdrawal Agent  Commission  ("DWAC") system within three (3) business
days after  receipt by the Borrower of the Notice of Conversion  (the  "Delivery
Date").  In the case of the exercise of the  conversion  rights set forth herein
the  conversion  privilege  shall  be  deemed  to have  been  exercised  and the
Conversion  Shares  issuable upon such  conversion  shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder shall be treated for all purposes as the record  holder of such shares of
Common Stock,  unless the Holder provides the Borrower  written  instructions to
the contrary.

<PAGE>

      3.4 Conversion Mechanics.

            (a) The  number of shares  of  Common  Stock to be issued  upon each
conversion  of this Note  pursuant to this  Article III shall be  determined  by
dividing  that  portion  of the  Principal  Amount and  interest  and fees to be
converted,  if any, by the then applicable Fixed Conversion  Price. In the event
of any conversions of outstanding  obligations  under this Note in part pursuant
to this Article III, such conversions shall be deemed to constitute  conversions
(i) first, of the Monthly Amount for the current  calendar  month,  (ii) then of
the  accrued  interest  on the  Principal  Amount,  (iii)  then  of  outstanding
Amortizing  Principal  Amount,  by  applying  the  conversion  amount to Monthly
Principal Amounts for the remaining  Repayment Dates in chronological  order and
(iv) then, of outstanding Non-Amortizing Principal Amount.

            (b) The  Fixed  Conversion  Price and  number  and kind of shares or
other securities to be issued upon conversion is subject to adjustment from time
to time upon the occurrence of certain events, as follows:

                  A. Stock Splits,  Combinations and Dividends. If the shares of
      Common Stock are  subdivided or combined into a greater or smaller  number
      of shares of Common Stock, or if a dividend is paid on the Common Stock in
      shares  of Common  Stock,  the Fixed  Conversion  Price or the  Conversion
      Price, as the case may be, shall be proportionately reduced in the case of
      subdivision  of shares or stock dividend or  proportionately  increased in
      the case of  combination  of shares,  in each such case by the ratio which
      the total number of shares of Common Stock  outstanding  immediately after
      such event bears to the total number of shares of Common Stock outstanding
      immediately prior to such event.

                  B. During the period the conversion right exists, the Borrower
      will reserve from its  authorized  and unissued  Common Stock a sufficient
      number of shares to provide for the issuance of Common Stock upon the full
      conversion of this Note. The Borrower represents that upon issuance,  such
      shares will be duly and validly issued, fully paid and non-assessable. The
      Borrower  agrees  that its  issuance  of this Note shall  constitute  full
      authority to its  officers,  agents,  and transfer  agents who are charged
      with the duty of executing and issuing stock  certificates  to execute and
      issue the  necessary  certificates  for  shares of Common  Stock  upon the
      conversion of this Note.

                  C. Share Issuances.  Subject to the provisions of this Section
      3.4,  if the  Borrower  shall  at any  time  prior  to the  conversion  or
      repayment in full of the Principal Amount issue any shares of Common Stock
      or  securities  convertible  into Common  Stock to a person other than the
      Holder (except (i) pursuant to Subsections A or B above;  (ii) pursuant to
      options,  warrants or other obligations to issue shares outstanding on the
      date  hereof as  disclosed  to Holder in  writing;  or (iii)  pursuant  to
      options  that may be issued  under any  employee  incentive  stock  option
      and/or any  non-qualified  employee stock option plan or agreement adopted
      by the Borrower) for a  consideration  per share (the "Offer  Price") less
      than the Fixed  Conversion  Price in effect at the time of such  issuance,
      then the Fixed Conversion  Price shall be immediately  reset to such lower
      Offer  Price at the time of  issuance  of such  securities.  For  purposes
      hereof,  the issuance of any security of the Borrower  convertible into or
      exercisable or exchangeable for Common Stock shall result in an

<PAGE>

      adjustment to the Fixed Conversion Price at the time of issuance of such
      securities.

                  D.  Reclassification,  etc. If the Borrower at any time shall,
      by reclassification or otherwise, change the Common Stock into the same or
      a different number of securities of any class or classes, this Note, as to
      the unpaid Principal Amount and accrued interest thereon, shall thereafter
      be deemed to evidence  the right to  purchase  an adjusted  number of such
      securities  and kind of  securities  as would  have been  issuable  as the
      result of such change with respect to the Common Stock  immediately  prior
      to such reclassification or other change.

      3.5 Issuance of  Replacement  Note.  Upon any partial  conversion  of this
Note, a replacement  Note  containing  the same date and provisions of this Note
shall,  at the written  request of the Holder,  be issued by the Borrower to the
Holder for the outstanding  Principal  Amount of this Note and accrued  interest
which  shall not have been  converted  or paid.  Subject  to the  provisions  of
Article IV, the Borrower will pay no costs,  fees or any other  consideration to
the Holder for the production and issuance of a replacement Note.

                                   ARTICLE IV
                               EVENTS OF DEFAULT

      Upon the  occurrence  and  continuance  of an Event of Default  beyond any
applicable grace period, the Holder may make all sums of principal, interest and
other fees then remaining unpaid hereon and all other amounts payable  hereunder
immediately due and payable.  In the event of such an  acceleration,  the amount
due and owing to the Holder shall be one hundred  twenty  percent  (120%) of the
outstanding  principal  amount of the Note (plus accrued and unpaid interest and
fees,  if any) (the  "Default  Payment").  The Default  Payment shall be applied
first to any fees due and payable to Holder  pursuant to this Note, the Purchase
Agreement or the Related Agreements,  then to accrued and unpaid interest due on
the Note and then to outstanding principal balance of the Note.

      The  occurrence of any of the  following  events set forth in Sections 4.1
through 4.10, inclusive, is an "Event of Default":

      4.1 Failure to Pay  Principal,  Interest or other Fees. The Borrower fails
to pay when due any  installment of principal,  interest or other fees hereon in
accordance herewith,  or the Borrower fails to pay when due any amount due under
any other  promissory  note issued by  Borrower  to the Holder,  and in any such
case,  such failure shall  continue for a period of three (3) days following the
date upon which any such payment was due.

      4.2 Breach of Covenant.  The  Borrower  breaches any covenant or any other
term  or  condition  of this  Note or the  Purchase  Agreement  in any  material
respect, or the Borrower or any of its Subsidiaries breaches any covenant or any
other term or  condition of any Related  Agreement in any material  respect and,
any such case, such breach, if subject to cure, continues for a period of thirty
(30) days after the occurrence thereof.

      4.3  Breach of  Representations  and  Warranties.  Any  representation  or
warranty made by the Borrower in this Note or the Purchase Agreement,  or by the
Borrower or any of its Subsidiaries in

<PAGE>

any Related  Agreement,  shall,  in any such case, be false or misleading in any
material  respect on the date that such  representation  or warranty was made or
deemed made.

      4.4  Receiver or Trustee.  The Borrower or any of its  Subsidiaries  shall
make an assignment for the benefit of creditors,  or apply for or consent to the
appointment  of a receiver  or trustee for it or for a  substantial  part of its
property  or  business;  or  such a  receiver  or  trustee  shall  otherwise  be
appointed.

      4.5 Judgments.  Any money judgment, writ or similar final process shall be
entered or filed against the Borrower or any of its Subsidiaries or any of their
respective  property or other  assets for more than  $100,000,  and shall remain
unvacated, unbonded or unstayed for a period of thirty (30) days.

      4.6  Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors  shall be instituted by or against the Borrower or any
of its Subsidiaries and, in the case of any such proceeding  instituted  against
the  Borrower  or any of its  Subsidiaries,  shall not be vacated  or  dismissed
within sixty (60) days.

      4.7 Stop  Trade.  An SEC stop  trade  order or  Principal  Market  trading
suspension of the Common Stock shall be in effect for five (5) consecutive  days
or five (5) days during a period of ten (10) consecutive days,  excluding in all
cases a  suspension  of all trading on a  Principal  Market,  provided  that the
Borrower shall not have been able to cure such trading  suspension within thirty
(30) days of the notice  thereof or list the Common  Stock on another  Principal
Market  within sixty (60) days of such notice.  The  "Principal  Market" for the
Common Stock shall include the NASD OTC Bulletin Board,  NASDAQ SmallCap Market,
NASDAQ  National  Market  System,  American  Stock  Exchange,  or New York Stock
Exchange  (whichever  of the  foregoing  is at the  time the  principal  trading
exchange or market for the Common Stock).

      4.8 Failure to Deliver  Common  Stock or  Replacement  Note.  The Borrower
shall fail (i) to timely deliver  Common Stock to the Holder  pursuant to and in
the form required by this Note, and Section 9 of the Purchase Agreement, if such
failure  to  timely  deliver  Common  Stock  shall not be cured  within  two (2)
business  days or (ii) to deliver a  replacement  Note to Holder within ten (10)
business days  following  the required  date of such  issuance  pursuant to this
Note, the Purchase  Agreement or any Related  Agreement (to the extent  required
under such agreements).

      4.9 Default Under Related  Agreements or Other Agreements.  The occurrence
and continuance of any Event of Default (as defined in the Purchase Agreement or
any Related Agreement) or any event of default (or similar term) under any other
indebtedness  of the  Company  and/or  any of its  Subsidiaries  that  equals or
exceeds  $25,000 in outstanding  principal  amount in the aggregate for all such
indebtedness.

      4.10  Change in  Control.  (i) Any  "Person" or "group" (as such terms are
defined in  Sections  13(d) and 14(d) of the  Exchange  Act, as in effect on the
date hereof) is or becomes the  "beneficial  owner" (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act), directly or indirectly, of 35% or more on a
fully diluted basis of the then outstanding voting equity interest of the

<PAGE>

Borrower (other than a "Person" or "group" that beneficially owns 35% or more of
such  outstanding  voting equity interests of the Company on the date hereof) or
(ii) the Board of Directors of the Borrower shall cease to consist of a majority
of the Board of  Directors  of the  Borrower  on the date  hereof (or  directors
appointed by a majority of the Board of Directors in effect immediately prior to
such appointment).

                           DEFAULT RELATED PROVISIONS

      4.11  Default  Interest  Rate.  Following  the  occurrence  and during the
continuance of an Event of Default,  the Borrower shall pay additional  interest
on  this  Note in an  amount  equal  to two  percent  (2%)  per  month,  and all
outstanding  obligations  under  this Note,  including  unpaid  interest,  shall
continue  to accrue  such  additional  interest  from the date of such  Event of
Default until the date such Event of Default is cured or waived.

      4.12 Conversion Privileges. The conversion privileges set forth in Article
III shall remain in full force and effect  immediately  from the date hereof and
until this Note is paid in full.

      4.13 Cumulative Remedies. The remedies under this Note shall be
cumulative.

                                    ARTICLE V
                                  MISCELLANEOUS

      5.1 Failure or Indulgence  Not Waiver.  No failure or delay on the part of
the Holder  hereof in the exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

      5.2 Notices.  Any notice herein required or permitted to be given shall be
in writing and shall be deemed  effectively given: (a) upon personal delivery to
the party notified, (b) when sent by confirmed telex or facsimile if sent during
normal  business hours of the recipient,  if not, then on the next business day,
(c) five business  days after having been sent by registered or certified  mail,
return receipt requested, postage prepaid, or (d) one business day after deposit
with a nationally  recognized  overnight courier,  specifying next day delivery,
with written  verification of receipt.  All communications  shall be sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection  herewith,  and to the Holder at the address provided in the Purchase
Agreement  for such  Holder,  with a copy to John E.  Tucker,  Esq.,  825  Third
Avenue,  14th Floor, New York, New York 10022,  facsimile number (212) 541-4434,
or at such other address as the Borrower or the Holder may designate by ten days
advance written notice to the other parties hereto. A Notice of Conversion shall
be deemed given when made to the Borrower pursuant to the Purchase Agreement.

      5.3 Amendment  Provision.  The term "Note" and all reference  thereto,  as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented,  and any  successor  instrument  issued  pursuant  to Section  3.5
hereof, as it may be amended or supplemented.

<PAGE>

      5.4  Assignability.  This Note shall be binding  upon the Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase  Agreement.  This Note shall not be assigned by the
Borrower without the consent of the Holder.

      5.5  Governing  Law.  This Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the State of
New York in New York County.  Both parties and the individual  signing this Note
on behalf of the Borrower  agree to submit to the  jurisdiction  of such courts.
The  prevailing  party  shall be  entitled  to recover  from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Note is invalid or  unenforceable  under any applicable  statute or rule of law,
then  such  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
of this Note.  Nothing  contained  herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action  against the Borrower
in any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court in favor of the Holder.

      5.6  Maximum  Payments.  Nothing  contained  herein  shall  be  deemed  to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

      5.7  Security  Interest  and  Guarantee.  The  Holder  has been  granted a
security  interest (i) in certain assets of the Borrower and its Subsidiaries as
more fully  described  in the  Master  Security  Agreement  dated as of the date
hereof and (ii)  pursuant  to the Stock  Pledge  Agreement  dated as of the date
hereof.  The  obligations  of the  Borrower  under this Note are  guaranteed  by
certain  Subsidiaries of the Borrower pursuant to the Subsidiary  Guaranty dated
as of the date hereof.

      5.8  Construction.   Each  party   acknowledges  that  its  legal  counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      5.9 Cost of  Collection.  If default is made in the  payment of this Note,
the  Borrower  shall pay to Holder  reasonable  costs of  collection,  including
reasonable attorney's fees.

       [Balance of page intentionally left blank; signature page follows.]

<PAGE>

      IN WITNESS WHEREOF,  the Borrower has caused this Note to be signed in its
name effective as of this 9th day of March, 2005.

                                           FAST EDDIE RACING STABLES, INC.


                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:

WITNESS:


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