EXHIBIT 4.8

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of March 9, 2005, by and between FAST EDDIE RACING STABLES, INC., a
Florida corporation (the "Company"), and Laurus Master Fund, Ltd. (the
"Purchaser").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser  and the Company (as
amended,  modified or supplemented  from time to time, the "Securities  Purchase
Agreement"),  and pursuant to the Note, the Option and the Warrants  referred to
therein.

      The Company and the Purchaser hereby agree as follows:

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

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.01 per share.

            "Effectiveness   Date"  means  (i)  with   respect  to  the  initial
Registration  Statement required to be filed hereunder, a date no later than one
hundred  twenty  (120) days  following  the date hereof and (ii) with respect to
each additional Registration Statement required to be filed hereunder, a date no
later than thirty (30) days following the applicable Filing Date.

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

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "Filing  Date" means,  (i) with respect to the initial  Registration
Statement  required to be filed hereunder,  a date no later than forty five (45)
days following the date hereof, (ii) with respect to any additional Registration
Statement required to be filed hereunder  (including,  without  limitation,  (x)
with  respect to shares of Common  Stock  issuable  to the Holder as a result of
adjustments to the Fixed Conversion Price or Exercise Price, as the case may be,
made pursuant to the Securities Purchase Agreement,  any Note, the Option or the
Warrant or otherwise or (y) with respect to the  registration  of the portion of
the Note  released  from the  Restricted  Account (as defined in the  Restricted
Account  Agreement)),  thirty  (30) days  after  the  occurrence  such  event or
adjustment  and (iii) with respect to any Warrant  issued after the date hereof,
the date which is thirty (30) days after the issuance of such Warrant.

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            "Holder" or "Holders"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities.

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

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

            "Note" shall have the meaning set forth in the  Securities  Purchase
Agreement.

            "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.

            "Option"  has the  meaning  set  forth  in the  Securities  Purchase
Agreement.

            "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  the  shares  of  Common  Stock (x)
issuable  upon the  conversion  of the portion of the Note not  contained in the
Restricted  Account  (as  defined  in the  Restricted  Account  Agreement),  (y)
issuable  upon  exercise  of the Option and (y)  issuable  upon  exercise of the
Warrants.

            "Registration  Statement" means each registration statement required
to be filed hereunder,  including the Prospectus,  amendments and supplements to
such  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 such registration statement.

            "Rule 144" means Rule 144 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 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 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

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regulation  hereafter  adopted by the Commission  having  substantially the same
effect as such Rule.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
any successor statute.

            "Securities  Purchase  Agreement"  shall have the  meaning  provided
above.

            "Trading  Market"  means  any of the  NASD  OTCBB,  NASDAQ  SmallCap
Market,  the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.

            "Warrants" means,  collectively,  the Common Stock purchase warrants
issued  pursuant to the Securities  Purchase  Agreement,  whether as of the date
thereof or thereafter.

      2. Registration.

            (a) On or prior to the  applicable  Filing  Date the  Company  shall
      prepare and file with the Commission a Registration Statement covering the
      Registrable  Securities  for an offering to be made on a continuous  basis
      pursuant to Rule 415.  The  Registration  Statement  shall be on Form SB-2
      (except if the Company is not then  eligible  to  register  for resale the
      Registrable Securities on Form SB-2, in which case such registration shall
      be on another appropriate form in accordance herewith).  The Company shall
      cause such Registration Statement to become effective and remain effective
      as  provided  herein.  The  Company  shall use its  reasonable  commercial
      efforts to cause such  Registration  Statement  to be  declared  effective
      under the Securities Act as promptly as possible after the filing thereof,
      but in any event no later than the  Effectiveness  Date. The Company shall
      use its reasonable commercial efforts to keep such Registration  Statement
      continuously  effective  under the  Securities Act until the date which is
      the earlier date of when (i) all Registrable  Securities have been sold or
      (ii)  all  Registrable   Securities  may  be  sold   immediately   without
      registration  under the  Securities  Act and 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  and
      acceptable to the Company's  transfer agent and the affected  Holders (the
      "Effectiveness Period").

            (b) If: (i) any  Registration  Statement is not filed on or prior to
      the applicable Filing Date; (ii) the respective  Registration Statement is
      not declared effective by the Commission by the Effectiveness  Date; (iii)
      after the  respective  Registration  Statement  is filed with and declared
      effective by the  Commission,  such  Registration  Statement  ceases to be
      effective (by suspension or otherwise) as to all Registrable Securities to
      which it is required to relate at any time prior to the  expiration of the
      Effectiveness Period (without being succeeded immediately by an additional
      registration  statement filed and declared effective) for a period of time
      which  shall  exceed  30 days in the  aggregate  per year or more  than 20
      consecutive  calendar days (defined as a period of 365 days  commencing on
      the date the

<PAGE>

      Registration Statement is declared effective); or (iv) the Common Stock is
      not listed or quoted,  or is suspended  from trading on any Trading Market
      for a period of three (3)  consecutive  Trading Days (provided the Company
      shall not have been able to cure such trading suspension within 30 days of
      the notice  thereof or list the Common Stock on another  Trading  Market);
      (any such  failure or breach  being  referred  to as an  "Event,"  and for
      purposes of clause (i) or (ii) the date on which such Event occurs, or for
      purposes of clause (iii) the date which such 30 day or 20 consecutive  day
      period (as the case may be) is  exceeded,  or for  purposes of clause (iv)
      the date on which such three (3)  Trading  Day period is  exceeded,  being
      referred to as "Event Date"),  then until the  applicable  Event is cured,
      the  Company  shall pay to each  Holder an amount in cash,  as  liquidated
      damages  and not as a  penalty,  equal to 1.5% for  each  thirty  (30) day
      period  (prorated for partial  periods) on a daily basis of the sum of the
      original  principal amount of the Note . While such Event continues,  such
      liquidated  damages  shall be paid not less  often than each  thirty  (30)
      days. Any unpaid liquidated  damages as of the date when an Event has been
      cured by the Company  shall be paid within  three (3) days  following  the
      date on which such Event has been cured by the Company.

            (c)  Within  three  business  days of the  Effectiveness  Date,  the
      Company  shall  cause its  counsel to issue a blanket  opinion in the form
      attached  hereto as  Exhibit A, to the  transfer  agent  stating  that the
      shares  are  subject to an  effective  registration  statement  and can be
      reissued free of restrictive legend upon notice of a sale by the Purchaser
      and confirmation by the Purchaser that it has complied with the prospectus
      delivery  requirements,  provided  that the  Company  has not  advised the
      transfer  agent orally or in writing that the opinion has been  withdrawn.
      Copies of the  blanket  opinion  required  by this  Section  2(c) shall be
      delivered to Laurus within the time frame set forth above.

      3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration  Statement
      with  respect  to such  Registrable  Securities,  respond as  promptly  as
      possible to any comments  received from the  Commission,  and use its best
      efforts to cause the Registration Statement to become and remain effective
      for the Effectiveness Period with respect thereto, and promptly provide to
      the  Purchaser  copies of all  filings and  Commission  letters of comment
      relating thereto;

            (b)  prepare  and  file  with the  Commission  such  amendments  and
      supplements  to the  Registration  Statement  and the  Prospectus  used in
      connection  therewith as may be necessary to comply with the provisions of
      the  Securities  Act with respect to the  disposition  of all  Registrable
      Securities  covered  by  the  Registration  Statement  and  to  keep  such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

<PAGE>

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
      Registration Statement and the Prospectus included therein (including each
      preliminary  Prospectus)  as  the  Purchaser  reasonably  may  request  to
      facilitate the public sale or disposition  of the  Registrable  Securities
      covered by the Registration Statement;

            (d) use its commercially  reasonable  efforts to register or qualify
      the  Purchaser's   Registrable  Securities  covered  by  the  Registration
      Statement  under the  securities or "blue sky" laws of such  jurisdictions
      within  the  United  States  as  the  Purchaser  may  reasonably  request,
      provided,  however,  that the  Company  shall not for any such  purpose be
      required  to  qualify   generally  to  transact   business  as  a  foreign
      corporation in any jurisdiction where it is not so qualified or to consent
      to general service of process in any such jurisdiction;

            (e) list the  Registrable  Securities  covered  by the  Registration
      Statement  with any  securities  exchange on which the Common Stock of the
      Company is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
      relating  thereto is required to be delivered under the Securities Act, of
      the  happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained in such Registration  Statement, as then
      in effect,  includes an untrue  statement  of a material  fact or omits to
      state a material fact  required to be stated  therein or necessary to make
      the statements  therein not misleading in light of the circumstances  then
      existing; and

            (g) on reasonable prior notice, make available for inspection by the
      Purchaser  and any  attorney,  accountant  or other agent  retained by the
      Purchaser,  all publicly available,  non-confidential  financial and other
      records,  pertinent corporate documents and properties of the Company, and
      cause the  Company's  officers,  directors  and  employees  to supply  all
      publicly available,  non-confidential  information reasonably requested by
      the attorney, accountant or agent of the Purchaser.

      4.  Registration   Expenses.   All  expenses  relating  to  the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer agents and registrars,  fees of, and reasonable  disbursements incurred
by, one counsel for the Holders (to the extent such  counsel is required  due to
Company's  failure  to  meet  any  of its  obligations  hereunder),  are  called
"Registration  Expenses".  All  selling  commissions  applicable  to the sale of
Registrable  Securities,  including  any fees and  disbursements  of any special
counsel to the Holders  beyond  those  included in  Registration  Expenses,  are
called  "Selling  Expenses."  The  Company  shall  only be  responsible  for all
Registration Expenses.

<PAGE>

      5. Indemnification.

            (a) In the event of a  registration  of any  Registrable  Securities
      under the  Securities  Act  pursuant to this  Agreement,  the Company will
      indemnify and hold harmless the Purchaser, and its officers, directors and
      each other person,  if any, who controls the Purchaser  within the meaning
      of the Securities Act, against any losses, claims, damages or liabilities,
      joint or  several,  to which the  Purchaser,  or such  persons  may become
      subject under the  Securities  Act or  otherwise,  insofar as such losses,
      claims,  damages or liabilities (or actions in respect  thereof) arise out
      of or are based upon any untrue  statement or alleged untrue  statement of
      any material fact contained in any Registration Statement under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon the  omission  or alleged  omission  to state  therein a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein not misleading,  and will reimburse the Purchaser,  and
      each such person for any reasonable  legal or other  expenses  incurred by
      them in connection with  investigating or defending any such loss,  claim,
      damage, liability or action; provided,  however, that the Company will not
      be liable in any such case if and to the extent that any such loss, claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with information  furnished by or on behalf of the Purchaser or
      any such person in writing specifically for use in any such document.

            (b) In the event of a  registration  of the  Registrable  Securities
      under the  Securities Act pursuant to this  Agreement,  the Purchaser will
      indemnify and hold harmless the Company,  and its officers,  directors and
      each other person,  if any, who controls the Company within the meaning of
      the Securities Act,  against all losses,  claims,  damages or liabilities,
      joint or several,  to which the Company or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based  upon any  untrue  statement  or  alleged  untrue  statement  of any
      material  fact which was  furnished  in writing  by the  Purchaser  to the
      Company  expressly for use in (and such  information  is contained in) the
      Registration  Statement  under  which  such  Registrable  Securities  were
      registered  under the  Securities  Act  pursuant  to this  Agreement,  any
      preliminary  Prospectus  or final  Prospectus  contained  therein,  or any
      amendment  or  supplement  thereof,  or arise out of or are based upon the
      omission or alleged  omission to state therein a material fact required to
      be  stated  therein  or  necessary  to make  the  statements  therein  not
      misleading,  and will  reimburse  the Company and each such person for any
      reasonable  legal or other  expenses  incurred by them in connection  with
      investigating  or defending  any such loss,  claim,  damage,  liability or
      action,  provided,  however, that the Purchaser will be liable in any such
      case if and only to the  extent  that  any such  loss,  claim,  damage  or
      liability  arises out of or is based upon an untrue  statement  or alleged
      untrue  statement  or omission or alleged  omission so made in  conformity
      with  information  furnished  in writing to the Company by or on behalf of
      the Purchaser  specifically for use in any such document.  Notwithstanding
      the provisions of this paragraph, the Purchaser shall not be required

<PAGE>

      to indemnify any person or entity in excess of the amount of the aggregate
      net  proceeds   received  by  the  Purchaser  in  respect  of  Registrable
      Securities in connection with any such  registration  under the Securities
      Act.

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
      indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of the
      commencement of any action,  such Indemnified  Party shall, if a claim for
      indemnification  in respect  thereof is to be made  against a party hereto
      obligated to indemnify such Indemnified Party (an  "Indemnifying  Party"),
      notify the Indemnifying  Party in writing thereof,  but the omission so to
      notify the  Indemnifying  Party  shall not  relieve it from any  liability
      which it may have to such Indemnified  Party other than under this Section
      5(c) and shall  only  relieve it from any  liability  which it may have to
      such  Indemnified  Party under this  Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought  against any  Indemnified  Party and it shall  notify the
      Indemnifying  Party of the commencement  thereof,  the Indemnifying  Party
      shall be entitled to  participate  in and, to the extent it shall wish, to
      assume and undertake the defense thereof with counsel satisfactory to such
      Indemnified  Party, and, after notice from the Indemnifying  Party to such
      Indemnified  Party of its election so to assume and  undertake the defense
      thereof,  the  Indemnifying  Party shall not be liable to such Indemnified
      Party under this Section 5(c) for any legal expenses subsequently incurred
      by such Indemnified  Party in connection with the defense thereof;  if the
      Indemnified  Party  retains its own counsel,  then the  Indemnified  Party
      shall pay all fees, costs and expenses of such counsel, provided, however,
      that, if the  defendants in any such action  include both the  Indemnified
      Party and the  Indemnifying  Party and the  Indemnified  Party  shall have
      reasonably concluded that there may be reasonable defenses available to it
      which  are  different  from  or  additional  to  those  available  to  the
      Indemnifying Party or if the interests of the Indemnified Party reasonably
      may be deemed to conflict  with the interests of the  Indemnifying  Party,
      the Indemnified  Party shall have the right to select one separate counsel
      and to assume such legal  defenses  and  otherwise to  participate  in the
      defense of such  action,  with the  reasonable  expenses  and fees of such
      separate  counsel and other expenses  related to such  participation to be
      reimbursed by the Indemnifying Party as incurred.

            (d) In order to provide for just and equitable  contribution  in the
      event of joint  liability  under the  Securities  Act in any case in which
      either (i) the Purchaser,  or any officer,  director or controlling person
      of the  Purchaser,  makes a claim  for  indemnification  pursuant  to this
      Section  5 but it is  judicially  determined  (by  the  entry  of a  final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the  denial of the last  right of  appeal)  that such
      indemnification may not be enforced in such case  notwithstanding the fact
      that this Section 5 provides  for  indemnification  in such case,  or (ii)
      contribution  under the  Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in circumstances for which  indemnification is provided under this Section
      5;  then,  and in each such  case,  the  Company  and the  Purchaser  will
      contribute to the aggregate  losses,  claims,  damages or  liabilities  to
      which  they  may be  subject  (after  contribution  from  others)  in such
      proportion so that the Purchaser is responsible

<PAGE>

      only  for the  portion  represented  by the  percentage  that  the  public
      offering price of its  securities  offered by the  Registration  Statement
      bears to the  public  offering  price of all  securities  offered  by such
      Registration Statement, provided, however, that, in any such case, (A) the
      Purchaser  will not be required to contribute  any amount in excess of the
      public  offering  price of all such  securities  offered by it pursuant to
      such  Registration  Statement;  and (B) no  person  or  entity  guilty  of
      fraudulent  misrepresentation  (within the meaning of Section 10(f) of the
      Act) will be  entitled to  contribution  from any person or entity who was
      not guilty of such fraudulent misrepresentation.

      6. Representations and Warranties.

            (a) Except  with  respect to certain  matters  which the Company has
      disclosed to the  Purchaser on Schedule  4.21 to the  Securities  Purchase
      Agreement,  the Company has timely  filed all proxy  statements,  reports,
      schedules,  forms,  statements and other documents required to be filed by
      it under  the  Exchange  Act.  The  Company  filed the  audited  financial
      statements (collectively, the "Company Financial Statements") contained in
      its Form 10-KSB for the year ended December 31, 2004 (the  ("10K-SB")) and
      each Subsidiary of the Company  provided audited  financial  statements to
      the  Purchaser  for  their  fiscal  year  ended  December  31,  2003  (the
      "Subsidiary Financial Statements" and, together with the Company Financial
      Statements, the "Financial Statements").  The Company Financial Statements
      were,  at  the  time  of  filing,  in  substantial   compliance  with  the
      requirements of Form 10K-SB and none of the Financial Statements (and none
      of the notes thereto) as of their respective  filing dates,  contained any
      untrue  statement of a material  fact or omitted 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.
      The  Company  Financial  Statements  of the  Company  included in the Form
      10-KSB  comply  as to  form  in  all  material  respects  with  applicable
      accounting  requirements  and the published  rules and  regulations of the
      Commission or other applicable rules and regulations with respect thereto.
      The Financial  Statements  have been prepared in accordance with generally
      accepted  accounting  principles  ("GAAP")  applied on a consistent  basis
      during the periods involved  (except (i) as may be otherwise  indicated in
      such  financial  statements  or the notes  thereto  or (ii) in the case of
      unaudited interim statements, to the extent they may not include footnotes
      or may be  condensed)  and fairly  present in all  material  respects  the
      financial  condition,  the results of operations and the cash flows of the
      Company and its subsidiaries, on a consolidated basis, as of, and for, the
      periods presented in each such Financial Statements.

            (b) The  Common  Stock is listed  for  trading on the NASD OTCBB and
      satisfies all  requirements  for the  continuation  of such  listing.  The
      Company has not received any notice that its Common Stock will be delisted
      from the NASD  OTCBB  (except  for prior  notices  which  have been  fully
      remedied) or that the Common Stock does not meet all  requirements for the
      continuation of such listing.

            (c) Neither the Company,  nor any of its affiliates,  nor any person
      acting on its or their behalf,  has directly or indirectly made any offers
      or sales of any

<PAGE>

      security or solicited any offers to buy any security  under  circumstances
      that would cause the offering of the Securities pursuant to the Securities
      Purchase  Agreement and the Security Agreement to be integrated with prior
      offerings  by the Company for purposes of the  Securities  Act which would
      prevent the Company  from  selling the Common  Stock  pursuant to Rule 506
      under the Securities Act, or any applicable  exchange-related  stockholder
      approval  provisions,  nor will the  Company or any of its  affiliates  or
      subsidiaries  take any action or steps that would  cause the  offering  of
      such Securities to be integrated with other offerings.

            (d) The  Warrants,  the  Option,  the Note and the  shares of Common
      Stock which the Purchaser may acquire pursuant to the Warrants, the Option
      and the Note are all restricted  securities under the Securities Act as of
      the date of this  Agreement.  The Company will not issue any stop transfer
      order  or  other  order  impeding  the  sale  and  delivery  of any of the
      Registrable  Securities at such time as such  Registrable  Securities  are
      registered for public sale or an exemption from registration is available,
      except as required by federal or state securities laws.

            (e) The Company understands the nature of the Registrable Securities
      issuable upon the  conversion of the Note,  the exercise of the Option and
      the  exercise  of the  Warrant and  recognizes  that the  issuance of such
      Registrable  Securities may have a potential  dilutive effect. The Company
      specifically  acknowledges  that its  obligation to issue the  Registrable
      Securities is binding upon the Company and  enforceable  regardless of the
      dilution  such  issuance  may  have on the  ownership  interests  of other
      shareholders of the Company.

            (f) Except for agreements  made in the ordinary  course of business,
      there is no agreement  that has not been filed with the  Commission  as an
      exhibit to a  registration  statement or to a form required to be filed by
      the Company under the Exchange  Act, the breach of which could  reasonably
      be expected to have a material  and adverse  effect on the Company and its
      subsidiaries, or would prohibit or otherwise interfere with the ability of
      the Company to enter into and perform  any of its  obligations  under this
      Agreement in any material respect.

            (g) The Company  will at all times have  authorized  and  reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Note, the exercise of the Option and the exercise of the Warrants.

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
      Holder, of any of their respective 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.

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
      specified  in  Schedule  7(b)  hereto,  neither the Company nor any of its
      security holders (other

<PAGE>

      than the Holders in such capacity pursuant hereto) may include  securities
      of the Company in any  Registration  Statement  other than the Registrable
      Securities, and the Company shall not after the date hereof enter into any
      agreement  providing  any  such  right  for  inclusion  of  shares  in the
      Registration  Statement to any of its security  holders.  Except as and to
      the  extent  specified  in  Schedule  7(b)  hereto,  the  Company  has not
      previously  entered into any agreement  granting any  registration  rights
      with  respect to any of its  securities  to any Person  that have not been
      fully satisfied.

            (c) 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.

            (d) 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 a  Discontinuation  Event (as defined below),
      such Holder will forthwith  discontinue  disposition  of such  Registrable
      Securities under the applicable 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  may  provide
      appropriate  stop orders to enforce the provisions of this paragraph.  For
      purposes of this Section  7(d), a  "Discontinuation  Event" shall mean (i)
      when the Commission  notifies the Company whether there will be a "review"
      of such  Registration  Statement and whenever the  Commission  comments in
      writing on such Registration Statement (the Company shall provide true and
      complete copies thereof and all written  responses  thereto to each of the
      Holders); (ii) any request by the Commission or any other Federal or state
      governmental  authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information;  (iii) the issuance
      by the Commission of any stop order  suspending the  effectiveness of such
      Registration  Statement covering any or all of the Registrable  Securities
      or the initiation of any Proceedings for that purpose; (iv) 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/or (v) the occurrence of any event
      or passage of time that makes the  financial  statements  included in such
      Registration  Statement  ineligible for inclusion therein or any statement
      made  in  such  Registration  Statement  or  Prospectus  or  any  document
      incorporated or deemed to be incorporated  therein by reference  untrue in
      any material  respect or that requires any revisions to such  Registration
      Statement,  Prospectus  or other  documents  so that,  in the case of such
      Registration  Statement  or  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.

<PAGE>

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration  statement relating
      to an  offering  for its own  account or the  account of others  under the
      Securities Act of any of its equity securities,  other than on Form S-4 or
      Form S-8 (each as  promulgated  under the  Securities  Act) or their  then
      equivalents   relating  to  equity  securities  to  be  issued  solely  in
      connection  with any  acquisition  of any  entity  or  business  or equity
      securities  issuable in  connection  with stock  option or other  employee
      benefit  plans,  then the Company shall send to each Holder written notice
      of such  determination  and, if within  fifteen days after receipt of such
      notice,  any such Holder  shall so request in writing,  the Company  shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered to the extent the Company
      may do so without violating  registration  rights of others which exist as
      of the date of this Agreement,  subject to customary  underwriter cutbacks
      applicable to all holders of registration  rights and subject to obtaining
      any required the consent of any selling  stockholder(s)  to such inclusion
      under such registration statement.

            (f)  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  the  Holders  of  the  then   outstanding   Registrable
      Securities.  Notwithstanding the foregoing,  a waiver or consent to depart
      from  the  provisions  hereof  with  respect  to  a  matter  that  relates
      exclusively to the rights of certain Holders and that does not directly or
      indirectly  affect the rights of other  Holders may be given by Holders of
      at least a majority of the Registrable  Securities to which such waiver or
      consent relates;  provided,  however, that the provisions of this sentence
      may not be amended,  modified,  or supplemented  except in accordance with
      the provisions of the immediately preceding sentence.

            (g)  Notices.  Any notice or request  hereunder  may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may  hereafter be specified in a notice  designated as a change of address
      under this Section 7(g). Any notice or request hereunder shall be given by
      registered or certified  mail,  return receipt  requested,  hand delivery,
      overnight  mail,  Federal  Express or other  national  overnight  next day
      carrier (collectively, "Courier") or telecopy (confirmed by mail). Notices
      and requests  shall be, in the case of those by hand  delivery,  deemed to
      have been given when  delivered to any party to whom it is  addressed,  in
      the case of those by mail,  deemed to have been given  three (3)  business
      days after the date when  deposited in the mail, in the case of a Courier,
      the next  business day following  timely  delivery of the package with the
      Courier, and, in the case of a telecopy,  when confirmed.  The address for
      such notices and communications shall be as follows:

             If to the Company:             Fast Eddie Racing Stables, Inc.
                                            Attention: Chief Financial Officer
                                            Facsimile: 212 922 2081

<PAGE>

                                            with a copy to:
                                            Cohen Tauber Spievack & Wagner LLP
                                            420 Lexington Avenue
                                            Suite 2400
                                            New York, NY 10170
                                            Attention: Adam Stein, Esq.
                                            Facsimile: 212 586 5095

             If to a Purchaser:             To the address  set forth under such
                                            Purchaser   name  on  the  signature
                                            pages hereto.

      If to any other Person who is To the address of such Holder as it then the
      registered  Holder:  appears in the stock transfer books of the Company or
      such other address as may be designated in writing hereafter in accordance
      with this Section 7(g) by such Person.

            (h)  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.  The
      Company  may not assign its rights or  obligations  hereunder  without the
      prior  written  consent of each  Holder.  Each  Holder  may  assign  their
      respective  rights hereunder in the manner and to the Persons as permitted
      under the Securities Purchase Agreement and the Note.

            (i) 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.

            (j)  Governing  Law.  All  questions  concerning  the  construction,
      validity,  enforcement  and  interpretation  of this  Agreement  shall  be
      governed by and  construed  and enforced in  accordance  with the internal
      laws of the  State  of New  York,  without  regard  to the  principles  of
      conflicts  of  law  thereof.   Each  party  agrees  that  all  Proceedings
      concerning   the   interpretations,   enforcement   and   defense  of  the
      transactions contemplated by this Agreement shall be commenced exclusively
      in the state and federal courts  sitting in the City of New York,  Borough
      of  Manhattan.  Each  party  hereto  hereby  irrevocably  submits  to  the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of New York,  Borough of  Manhattan  for the  adjudication  of any dispute
      hereunder or in connection  herewith or with any transaction  contemplated
      hereby or discussed herein, and hereby irrevocably waives,

<PAGE>

      and  agrees  not to assert  in any  Proceeding,  any claim  that it is not
      personally  subject  to the  jurisdiction  of any such  court,  that  such
      Proceeding  is  improper.  Each party  hereto  hereby  irrevocably  waives
      personal  service of process and  consents to process  being served in any
      such Proceeding by mailing a copy thereof via registered or certified mail
      or  overnight  delivery  (with  evidence of delivery) to such party at the
      address in effect for notices to it under this  Agreement  and agrees that
      such service shall  constitute good and sufficient  service of process and
      notice thereof.  Nothing  contained herein shall be deemed to limit in any
      way any right to serve process in any manner  permitted by law. Each party
      hereto  hereby  irrevocably  waives,  to the fullest  extent  permitted by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising  out  of  or  relating  to  this  Agreement  or  the  transactions
      contemplated  hereby.  If either  party  shall  commence a  Proceeding  to
      enforce any provisions of this  Agreement,  then the  prevailing  party in
      such Proceeding  shall be reimbursed by the other party for its reasonable
      attorneys   fees  and  other  costs  and   expenses   incurred   with  the
      investigation, preparation and prosecution of such Proceeding.

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

            (l) 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  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.

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

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]

<PAGE>

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

FAST EDDIE RACING STABLES, INC.            LAURUS MASTER FUND, LTD.


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

                                           Address for Notices:
                                           c/o Laurus Capital Management, LLC
                                           825 Third Avenue - 14th Floor
                                           New York, NY  10022
                                           Attention: Eugene Grin
                                           Facsimile: 212-541-4434