FAST EDDIE RACING STABLES, INC. AND CERTAIN OF ITS SUBSIDIARIES
                            MASTER SECURITY AGREEMENT

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

Date: March 9, 2005

To Whom It May Concern:

      1. To secure the payment of all Obligations (as hereafter  defined),  Fast
Eddie Racing Stables,  Inc., a Florida corporation (the "Company"),  each of the
other  undersigned  parties (other than Laurus Master Fund, Ltd,  "Laurus")) and
each other entity that is required to enter into this Master Security  Agreement
(each an "Assignor"  and,  collectively,  the  "Assignors")  hereby  assigns and
grants to Laurus a continuing security interest in all of the following property
now owned or at any time  hereafter  acquired by any  Assignor,  or in which any
Assignor  now have or at any time in the future may acquire any right,  title or
interest (the  "Collateral"):  all cash, cash  equivalents,  accounts,  accounts
receivable,  deposit accounts  (including,  without  limitation,  the Restricted
Account (the "Restricted  Account") maintained at North Fork Bank (Account Name:
Fast Eddie Racing Stables, Inc., Account Number:  2704056304) referred to in the
Restricted  Account  Agreement),   inventory,   equipment,   goods,   documents,
instruments (including, without limitation,  promissory notes), contract rights,
general  intangibles  (including,   without  limitation,  payment  intangibles),
chattel paper, supporting obligations,  investment property (including,  without
limitation,  all  equity  interests  owned  by any  Assignor),  letter-of-credit
rights,  trademarks,  trademark  applications,   tradestyles,   patents,  patent
applications, copyrights, copyright applications and other intellectual property
in which any  Assignor  now has or  hereafter  may acquire  any right,  title or
interest,  all proceeds and products  thereof  (including,  without  limitation,
proceeds of insurance) and all additions,  accessions and substitutions  thereto
or therefor.  In the event any Assignor wishes to finance the acquisition in the
ordinary course of business of any hereafter acquired equipment and has obtained
a commitment from a financing source to finance such equipment from an unrelated
third party,  Laurus agrees to release its security  interest on such  hereafter
acquired  equipment so financed by such third party financing source.  Except as
otherwise  defined  herein,  all  capitalized  terms used herein  shall have the
meaning  provided such terms in the Securities  Purchase  Agreement  referred to
below.

      2. The term "Obligations" as used herein shall mean and include all debts,
liabilities and obligations  owing by each Assignor to Laurus arising under, out
of, or in connection with: (i) that certain Securities  Purchase Agreement dated
as of the date hereof by and  between  the  Company and Laurus (the  "Securities
Purchase Agreement") and (ii) the Related Agreements

<PAGE>

referred  to in the  Securities  Purchase  Agreement  (the  Securities  Purchase
Agreement and each Related Agreement, as each may be amended, modified, restated
or supplemented  from time to time, are  collectively  referred to herein as the
"Documents"),  and in connection  with any documents,  instruments or agreements
relating to or executed  in  connection  with the  Documents  or any  documents,
instruments  or agreements  referred to therein or otherwise,  and in connection
with any other  indebtedness,  obligations  or  liabilities  of any  Assignor to
Laurus,  whether  now  existing  or  hereafter  arising,   direct  or  indirect,
liquidated or unliquidated,  absolute or contingent,  due or not due and whether
under,  pursuant to or evidenced by a note, agreement,  guaranty,  instrument or
otherwise, in each case, irrespective of the genuineness,  validity,  regularity
or enforceability of such  Obligations,  or of any instrument  evidencing any of
the  Obligations or of any collateral  therefor or of the existence or extent of
such collateral, and irrespective of the allowability, allowance or disallowance
of any or all of the  Obligations  in  any  case  commenced  by or  against  any
Assignor  under Title 11, United  States Code,  including,  without  limitation,
obligations or indebtedness of each Assignor for post-petition  interest,  fees,
costs and charges that would have accrued or been added to the  Obligations  but
for the commencement of such case.

      3. Each Assignor  hereby  jointly and severally  represents,  warrants and
covenants to Laurus that:

            (a) it is a corporation,  partnership or limited liability  company,
      as the case may be, validly existing, in good standing and organized under
      the  respective  laws of its  jurisdiction  of  organization  set forth on
      Schedule A, and each Assignor will provide  Laurus thirty (30) days' prior
      written  notice of any  change in any of its  respective  jurisdiction  of
      organization;

            (b) its legal name is as set forth in its respective  Certificate of
      Incorporation or other organizational  document (as applicable) as amended
      through  the  date  hereof  and as set  forth on  Schedule  A, and it will
      provide Laurus thirty (30) days' prior written notice of any change in its
      legal name;

            (c) its organizational  identification  number (if applicable) is as
      set forth on Schedule A hereto,  and it will  provide  Laurus  thirty (30)
      days'  prior  written  notice of any  change in any of its  organizational
      identification number;

            (d) it is the lawful owner of the  respective  Collateral and it has
      the sole right to grant a security  interest  therein  and will defend the
      Collateral against all claims and demands of all persons and entities;

            (e) it will  keep its  respective  Collateral  free and clear of all
      attachments,  levies, taxes, liens, security interests and encumbrances of
      every kind and nature  ("Encumbrances"),  except (i) Encumbrances securing
      the  Obligations,  (ii)  Encumbrances for taxes not yet due and payable or
      which are being contested in good faith by appropriate proceedings,  (iii)
      pledges  or  deposits  in  connection   with  workers'   compensation   or
      unemployment  insurance,  (iv) Encumbrances securing indebtedness of up to
      $10,000 in the aggregate  principal amount outstanding at any time that is
      incurred to finance the acquisition of fixed or capital  assets,  provided
      that such Encumbrances are


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<PAGE>

      created  contemporaneously  with the acquisition of such assets and do not
      encumber  any  property  financed  by such  indebtedness;  and  (v)  other
      Encumbrances  securing  indebtedness  incurred in the  ordinary  course of
      business  not  exceeding   $10,000  in  the  aggregate   principal  amount
      outstanding at any time;

            (f) it will, at its and the other  Assignors  joint and several cost
      and expense keep the Collateral in good state of repair (ordinary wear and
      tear  excepted) and will not waste or destroy the same or any part thereof
      other than ordinary course discarding of items no longer used or useful in
      its or such other Assignors' business;

            (g) it  will  not  without  Laurus'  prior  written  consent,  sell,
      exchange,  lease or otherwise dispose of the Collateral,  whether by sale,
      lease or  otherwise,  except  for the sale of  inventory  in the  ordinary
      course of business  and for the  disposition  or transfer in the  ordinary
      course of  business  during  any  fiscal  year of  obsolete  and  worn-out
      equipment or equipment no longer  necessary for its ongoing needs,  having
      an  aggregate  fair market  value of not more than $25,000 and only to the
      extent that:

                  (i) the proceeds of any such  disposition  are used to acquire
            replacement  Collateral  which is subject to Laurus' first  priority
            perfected security interest,  or are used to repay Obligations or to
            pay general corporate expenses; and

                  (ii)  following  the  occurrence  of an Event of Default which
            continues  to exist the  proceeds of which are remitted to Laurus to
            be held as cash collateral for the Obligations;

            (h) it will insure or cause the  Collateral to be insured in Laurus'
      name against loss or damage by fire, theft, burglary,  pilferage,  loss in
      transit  and such other  hazards as Laurus  shall  specify in amounts  and
      under  policies  by  insurers  reasonably  acceptable  to  Laurus  and all
      premiums thereon shall be paid by such Assignor and the policies delivered
      to Laurus.  If any such  Assignor  fails to do so, Laurus may procure such
      insurance  and the  cost  thereof  shall  be  promptly  reimbursed  by the
      Assignors, jointly and severally, and shall constitute Obligations;

            (i) it will at all reasonable  times and on reasonable  prior notice
      allow  Laurus or Laurus'  representatives  free access to and the right of
      inspection of the Collateral; and

            (j) such Assignor  (jointly and severally with each other  Assignor)
      hereby indemnifies and saves Laurus harmless from all loss, costs, damage,
      liability  and/or  expense,  including  reasonable  attorneys'  fees, that
      Laurus may sustain or incur to enforce payment, performance or fulfillment
      of  any of the  Obligations  and/or  in the  enforcement  of  this  Master
      Security  Agreement  or in the  prosecution  or  defense  of any action or
      proceeding  either  against  Laurus or any Assignor  concerning any matter
      growing  out of or in  connection  with this  Master  Security  Agreement,
      and/or any of the Obligations  and/or any of the Collateral  except to the
      extent caused by Laurus' own gross  negligence or willful  misconduct  (as
      determined  by  a  court  of  competent   jurisdiction   in  a  final  and
      nonappealable decision.


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<PAGE>

      4. The  occurrence  of any of the  following  events or  conditions  shall
constitute an "Event of Default" under this Master Security Agreement:

            (a) any  covenant,  warranty,  representation  or statement  made or
      furnished  to Laurus  by the  Assignor  or on the  Assignor's  behalf  was
      breached in any  material  respect or false in any  material  respect when
      made or furnished,  as the case may be, and, in the case of a covenant, if
      subject to cure, shall not be cured for a period of thirty (30) days;

      (b) the loss, theft, substantial damage, destruction,  sale or encumbrance
      to or of any of the  Collateral  or the  making  of any levy,  seizure  or
      attachment thereof or thereon except to the extent:

                  (i) such loss is covered by insurance  proceeds which are used
            to replace the item or repay Laurus; or

                  (ii)  said  levy,   seizure  or  attachment  does  not  secure
            indebtedness  in  excess  of  $100,000  and such  levy,  seizure  or
            attachment has been bonded or stayed to the  satisfaction of Laurus,
            or removed or otherwise released,  in each case, within fifteen (15)
            business days of the creation or the assertion thereof;

            (b) any Assignor shall become insolvent, cease operations, dissolve,
      terminate our business  existence,  make an assignment  for the benefit of
      creditors,  suffer the appointment of a receiver,  trustee,  liquidator or
      custodian of all or any part of Assignors' property;

            (c) any proceedings  under any bankruptcy or insolvency law shall be
      commenced  by or  against  any  Assignor  and,  in the  case  of any  such
      proceeding  instituted  against  any  Assignor,  shall not be  vacated  or
      dismissed within sixty (60) days;

            (d) the  Company  shall  repudiate,  purport  to  revoke  or fail to
      perform any or all of its  obligations  under any Note  (after  passage of
      applicable cure period, if any); or

            (e) an Event of Default shall have occurred and be continuing  under
      and as defined in any Document.

      5. Upon the occurrence and during the continuation of any Event of Default
and at any time thereafter,  Laurus may declare all Obligations  immediately due
and payable and Laurus  shall have the remedies of a secured  party  provided in
the  Uniform  Commercial  Code as in  effect  in the  State  of New  York,  this
Agreement and other  applicable law. Upon the occurrence of any Event of Default
and at any time thereafter, Laurus will have the right to take possession of the
Collateral  and to maintain  such  possession  on our  premises or to remove the
Collateral or any part thereof to such other premises as Laurus may desire. Upon
Laurus' request, each of the Assignors shall assemble or cause the Collateral to
be assembled and make it available to Laurus at a place designated by Laurus. If
any  notification of intended  disposition of any Collateral is required by law,
such notification,  if mailed,  shall be deemed properly and reasonably given if
mailed  at  least  ten (10)  days  before  such  disposition,  postage  prepaid,
addressed to any Assignor either at such  Assignor's  address shown herein or at
any address appearing on Laurus' records for such Assignor.  Any proceeds of any
disposition of any of the Collateral shall be applied by


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<PAGE>

Laurus  to the  payment  of all  expenses  in  connection  with  the sale of the
Collateral,  including  reasonable  attorneys' fees and other legal expenses and
disbursements  and the reasonable  expense of retaking,  holding,  preparing for
sale, selling,  and the like, and any balance of such proceeds may be applied by
Laurus toward the payment of the  Obligations  in such order of  application  as
Laurus may elect, and each Assignor shall be liable for any deficiency.  For the
avoidance of doubt,  following the occurrence  and during the  continuance of an
Event of Default,  Laurus shall have the immediate right to withdraw any and all
monies contained in the Restricted  Account or any other deposit accounts in the
name of the Assignor and controlled by Laurus and apply same to the repayment of
the Obligations (in such order of application as Laurus may elect).

      6. If any Assignor  defaults in the  performance  or fulfillment of any of
the terms,  conditions,  promises,  covenants,  provisions or warranties on such
Assignor's  part to be performed  or fulfilled  under or pursuant to this Master
Security  Agreement,  Laurus  may,  at its option  without  waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any time  thereafter and without notice to any Assignor,  perform or fulfill the
same or cause the  performance or  fulfillment  of the same for each  Assignor's
joint and several  account  and at each  Assignor's  joint and several  cost and
expense, and the cost and expense thereof (including reasonable attorneys' fees)
shall be added to the  Obligations  and shall be payable on demand with interest
thereon  at the  highest  default  rate set  forth in the Note,  or, at  Laurus'
option,  debited by Laurus  from the  Restricted  Account  or any other  deposit
accounts in the name of the Assignor and controlled by Laurus.

      7. Each Assignor appoints Laurus,  any of Laurus'  officers,  employees or
any other person or entity whom Laurus may designate as our attorney, with power
to execute  such  documents  in each of our  behalf  and to supply  any  omitted
information and correct patent errors in any documents  executed by any Assignor
or on any Assignor's  behalf; to file financing  statements  against us covering
the  Collateral  (and,  in  connection  with the  filing  of any such  financing
statements,  describe the  Collateral as "all assets and all personal  property,
whether now owned  and/or  hereafter  acquired"  (or any  substantially  similar
variation thereof)); after the occurrence of, and during the continuation of, an
Event of Default, to sign our name on public records; and to do all other things
Laurus deem necessary to carry out this Master Security Agreement. Each Assignor
hereby ratifies and approves all acts of the attorney and neither Laurus nor the
attorney  will be liable for any acts of  commission  or  omission,  nor for any
error of  judgment  or mistake of fact or law other  than  gross  negligence  or
willful  misconduct  (as  determined by a court of competent  jurisdiction  in a
final and non-appealable  decision).  This power being coupled with an interest,
is irrevocable so long as any Obligations remains unpaid.

      8. No delay or failure on Laurus' part in exercising any right,  privilege
or option  hereunder  shall  operate as a waiver of such or of any other  right,
privilege,  remedy or option,  and no waiver  whatever  shall be valid unless in
writing,  signed by Laurus and then only to the extent therein set forth, and no
waiver by Laurus of any default  shall  operate as a waiver of any other default
or of  the  same  default  on a  future  occasion.  Laurus'  books  and  records
containing  entries  with  respect to the  Obligations  shall be  admissible  in
evidence  in any action or  proceeding  and shall  constitute  prima facie proof
thereof.  Laurus shall have the right to enforce any one or more of the remedies
available to Laurus,  successively,  alternately or concurrently.  Each Assignor
agrees  to  join  with  Laurus  in  executing  financing   statements  or  other
instruments to the extent


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<PAGE>

required by the Uniform  Commercial  Code in form  satisfactory to Laurus and in
executing  such other  documents  or  instruments  as may be  required or deemed
necessary by Laurus for purposes of affecting  or  continuing  Laurus'  security
interest in the Collateral.

      9. This Master  Security  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of New  York and  cannot  be  terminated
orally. All of the rights, remedies,  options, privileges and elections given to
Laurus  hereunder shall inure to the benefit of Laurus'  successors and assigns.
The term  "Laurus" as herein used shall include  Laurus,  any parent of Laurus',
any of Laurus'  subsidiaries and any co-subsidiaries of Laurus' parent,  whether
now existing or hereafter created or acquired, and all of the terms, conditions,
promises, covenants,  provisions and warranties of this Agreement shall inure to
the  benefit  of each of the  foregoing,  and  shall  bind the  representatives,
successors  and assigns of each  Assignor.  Laurus and each Assignor  hereby (a)
waive  any and all  right  to  trial  by jury  in  litigation  relating  to this
Agreement  and  the  transactions   contemplated   hereby,  (b)  submit  to  the
nonexclusive  jurisdiction of any New York State court sitting in the borough of
Manhattan,  the city of New York and (c)  waive  any  objection  Laurus  or each
Assignor may have as to the bringing or maintaining of such action with any such
court.

      10. It is understood  and agreed that any person or entity that desires to
become an Assignor  hereunder,  or is required to execute a counterpart  of this
Master Security  Agreement after the date hereof pursuant to the requirements of
any  Document,  shall become an Assignor  hereunder  by (x)  executing a Joinder
Agreement  in  form  and  substance   satisfactory  to  Laurus,  (y)  delivering
supplements  to such  exhibits  and annexes to such  Documents  as Laurus  shall
reasonably  request and (z) taking all actions as specified in this Agreement as
would have been taken by such  Assignor  had it been an  original  party to this
Agreement,  in each case with all  documents  required  above to be delivered to
Laurus and with all  documents  and  actions  required  above to be taken to the
reasonable satisfaction of Laurus.

      11. All notices from Laurus to any Assignor shall be sufficiently given if
mailed or delivered to such Assignor's address set forth below.

      12. This Master Security  Agreement and the security  interests granted by
the Assignors  hereunder shall terminate upon the provision by Laurus of written
confirmation to the Company that (x) all  indebtedness  obligations  owed by any
Assignor to Laurus have been repaid in full (including,  without limitation, all
principal,  interest  and fees  related  to the Note and any other  indebtedness
outstanding  at such time and owed to Laurus) and (y) all  commitments by Laurus
to fund any indebtedness have been terminated in their entirety.

                                         Very truly yours,

                                         FAST EDDIE RACING STABLES, INC.

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


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<PAGE>

                                         DUNCAN CAPITAL FINANCIAL GROUP, INC.

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


                                         COMPLETE INVESTMENT MANAGEMENT INC. OF
                                         PHILADELPHIA

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


                                         PENSION ADMINISTRATION SERVICES, INC.

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


                                         MD BLUESTEIN, INC.

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


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<PAGE>

                                         ACKNOWLEDGED:

                                         LAURUS MASTER FUND, LTD.


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


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