EXHIBIT 4.4

      THIS OPTION AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE OF THIS
      OPTION  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
      AMENDED,  OR ANY STATE  SECURITIES  LAWS. THIS OPTION AND THE COMMON STOCK
      ISSUABLE UPON  EXERCISE OF THIS OPTION MAY NOT BE SOLD,  OFFERED FOR SALE,
      PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
      STATEMENT  AS TO THIS  OPTION  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.

            Right to Purchase up to 643,700 Shares of Common Stock of
                         Fast Eddie Racing Stables, Inc.
                   (subject to adjustment as provided herein)

                               COMMON STOCK OPTION

No. _________________                                  Issue Date: March 9, 2005

      FAST EDDIE RACING STABLES, INC., a corporation organized under the laws of
the State of Florida ("Fast Eddie"),  hereby certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company (as defined herein) from and
after the Issue  Date of this  Option and at any time or from time to time on or
after a respective  Option Effective Date through the close of business March 7,
2013 (the "Expiration Date"), up to 643,700 fully paid and nonassessable  shares
of  Common  Stock  (as  hereinafter  defined),  no par  value  per  share at the
applicable Exercise Price per share (as defined below). The number and character
of such shares of Common Stock and the  applicable  Exercise Price per share are
subject to adjustment as provided herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

            (a) The term "Company"  shall include Fast Eddie and any corporation
      which shall succeed, or assume the obligations of, Fast Eddie hereunder.

            (b) The term "Common Stock" includes (i) the Company's Common Stock,
      $0.01 par value per share; and (ii) any other securities into which or for
      which any of the securities described in (a) may be converted or exchanged
      pursuant to a plan of  recapitalization,  reorganization,  merger, sale of
      assets or otherwise.

            (c) The term  "Other  Securities"  refers to any stock  (other  than
      Common  Stock) and other  securities  of the  Company or any other  person
      (corporate or otherwise)  which the holder of the Option at any time shall
      be entitled to receive,  or shall have  received,  on the  exercise of the
      Option,  in lieu of or in addition to Common  Stock,  or which at any time
      shall  be  issuable  or shall  have  been  issued  in  exchange  for or in
      replacement of Common Stock or Other  Securities  pursuant to Section 4 or
      otherwise.


                                       B-1
<PAGE>

            (d) An "Option Effective Date" applicable under this Option shall be
      the 75th day  following  the  provision by the Holder to the Company of an
      Exercise Notice (as defined below) stating that the Holder wishes exercise
      its option  hereunder  to purchase all or a portion of the Common Stock or
      Other  Securities  that it is entitled to receive in accordance  with this
      Option. The Exercise Notice shall set forth the amount of shares of Common
      Stock that the Holder shall  receive on the  respective  Option  Effective
      Date.

            (e) The "Exercise Price" applicable under this Option shall be $0.01
      for each share of Common Stock acquired hereunder.

      1. Exercise of Option.

            1.1 Number of Shares Issuable upon Exercise. From and after the date
hereof through and including the  Expiration  Date, the Holder shall be entitled
to receive,  upon exercise of this Option in whole or in part, by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment  pursuant to Section 4. Each exercise of this Option shall
be deemed to have been  effected on the later of (x) the Option  Effective  Date
and (ii) the Holder's  payment of the Exercise Price in accordance  with Section
2.2 below.

            1.2 Fair Market Value. For purposes hereof,  the "Fair Market Value"
of a share of Common Stock as of a particular  date (the  "Determination  Date")
shall mean:

            (a) If the  Company's  Common Stock is traded on the American  Stock
      Exchange  or another  national  exchange  or is quoted on the  National or
      SmallCap  Market of The  Nasdaq  Stock  Market,  Inc.("Nasdaq"),  then the
      volume-weighted  average  sale price of the Common  Stock for the five (5)
      trading days immediately  preceding the Determination Date or, if no sales
      take place  during such  period,  the average of the closing bid and asked
      prices  thereof  over such five (5)  trading  day  period,  as  officially
      reported.

            (b) If the  Company's  Common  Stock is not  traded on the  American
      Stock Exchange or another national exchange or on the Nasdaq but is traded
      on  the  NASD  OTC  Bulletin  Board  or  the  "pink   sheets",   then  the
      volume-weighted  average  sale price of the Common  Stock for the five (5)
      trading days immediately  preceding the Determination Date or, if no sales
      take  place  during  such  five (5)  trading  day  period,  as  officially
      reported.

            (c) Except as provided in clause (d) below, if the Company's  Common
      Stock is not publicly traded,  then as the Holder and the Company agree or
      in the absence of agreement by  arbitration  in accordance  with the rules
      then in effect of the American  Arbitration  Association,  before a single
      arbitrator to be chosen from a panel of persons qualified by education and
      training to pass on the matter to be decided.

            (d)  If  the  Determination  Date  is  the  date  of a  liquidation,
      dissolution  or  winding  up,  or any event  deemed  to be a  liquidation,
      dissolution  or winding up pursuant  to the  Company's  charter,  then all
      amounts to be payable per share to holders of the Common Stock pursuant to
      the charter in the event of such  liquidation,  dissolution or winding up,
      plus all other  amounts to be  payable  per share in respect of the Common
      Stock in liquidation under the charter,  assuming for the purposes of this
      clause (d) that all

<PAGE>

      of the shares of Common Stock then  issuable  upon  exercise of the Option
      are outstanding at the Determination Date.

            1.3 Company  Acknowledgment.  The Company  will,  at the time of the
exercise of the Option,  upon the request of the holder  hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Option.  If the  holder  shall  fail to make  any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

            1.4  Trustee for Option  Holders.  In the event that a bank or trust
company  shall  have been  appointed  as trustee  for the  holders of the Option
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of an option or warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Option  pursuant  to this
Section 1.

      2. Procedure for Exercise.

            2.1 Delivery of Stock Certificates,  Etc., on Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon  exercise of this Option
shall be deemed to be issued to the Holder as the record owner of such shares as
of the  close of  business  on the date on which  this  Option  shall  have been
surrendered and payment made for such shares in accordance herewith.  As soon as
practicable  after the  exercise of this  Option in full or in part,  and in any
event  within  three (3) business  days  thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

      2.2 Exercise. Payment may be made in cash or by certified or official bank
check  payable to the order of the  Company  equal to the  applicable  aggregate
Exercise Price for the number of Common Shares specified in such Exercise Notice
(as such  exercise  number  shall be adjusted to reflect any  adjustment  in the
total number of shares of Common  Stock  issuable to the Holder per the terms of
this Option) and the Holder shall thereupon be entitled to receive the number of
duly authorized,  validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.

      3. Effect of Reorganization, Etc.

            3.1 Reorganization,  Consolidation, Merger, Etc. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Option,  on the  exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such dissolution, as the case may be, shall

<PAGE>

receive,  in lieu of the Common  Stock (or Other  Securities)  issuable  on such
exercise prior to such  consummation or such effective date, the stock and other
securities  and property  (including  cash) to which such Holder would have been
entitled upon such consummation or in connection with such  dissolution,  as the
case may be, if such Holder had so  exercised  this  Option,  immediately  prior
thereto, all subject to further adjustment thereafter as provided in Section 4.

            3.2  Dissolution.  In the event of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company,  concurrently with any distributions  made to holders of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the Option  pursuant  to  Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Option (the "Trustee").

            3.3 Continuation of Terms. Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Option  shall  continue  in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable  on the exercise of this Option after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Option as  provided  in Section 4. In the
event  this  Option  does not  continue  in full  force  and  effect  after  the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders of the Option will be delivered to Holder or the Trustee as contemplated
by Section 3.2.

      4. Extraordinary  Events Regarding Common Stock. (i) In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock to all of the Company's  common
stockholders,  (b) subdivide  its  outstanding  shares of Common  Stock,  or (c)
combine  its  outstanding  shares of the Common  Stock into a smaller  number of
shares of the Common Stock,  then, in each such event, the Exercise Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares of  Common  Stock  outstanding  immediately  prior to such  event and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  after such event,  and the product so obtained shall  thereafter be
the Exercise Price then in effect. The Exercise Price, as so adjusted,  shall be
readjusted  in the same manner upon the  happening  of any  successive  event or
events  described herein in this Section 4. The number of shares of Common Stock
that the holder of this  Option  shall  thereafter,  on the  exercise  hereof as
provided in Section 1, be entitled to receive  shall be increased or  decreased,
as the case may be, to a number  determined by multiplying  the number of shares
of Common Stock that would  otherwise (but for the provisions of this Section 4)
be issuable on such  exercise  by a fraction of which (a) the  numerator  is the
Exercise  Price that would  otherwise (but for the provisions of this Section 4)
be in effect,  and (b) the  denominator  is the Exercise  Price in effect on the
date of such exercise.

      5.  Certificate  as to  Adjustments.  In each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Option, the Company at its expense will promptly cause its Chief
Financial  Officer or other  appropriate  designee to compute such adjustment or
readjustment  in  accordance  with  the  terms  of  the  Option  and  prepare  a
certificate  setting forth such adjustment or readjustment and showing in detail
the

<PAGE>

facts upon which such adjustment or readjustment is based, including a statement
of (a)  the  consideration  received  or  receivable  by  the  Company  for  any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Option,  in effect  immediately  prior to such adjustment or readjustment and as
adjusted or  readjusted as provided in this Option.  The Company will  forthwith
mail a copy of each such  certificate to the holder of the Option and any Option
agent of the Company (appointed pursuant to Section 10 hereof).

      6. Reservation of Stock, Etc., Issuable on Exercise of Option. The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the exercise of the Option, shares of Common Stock (or Other Securities) from
time to time issuable on the exercise of the Option.

      7. Assignment;  Exchange of Option.  Subject to compliance with applicable
securities  laws,  this  Option,   and  the  rights  evidenced  hereby,  may  be
transferred  by any  registered  holder hereof (a  "Transferor")  in whole or in
part;  provided that Holder may not assign its rights  hereunder to a competitor
of the  Company  or any  Subsidiary  of the  Company  or to any person or entity
affiliated with such a competitor. On the surrender for exchange of this Option,
with the Transferor's  endorsement in the form of Exhibit B attached hereto (the
"Transferor   Endorsement   Form")  and  together   with   evidence   reasonably
satisfactory to the Company demonstrating  compliance with applicable securities
laws, which shall include, without limitation,  the provision of a legal opinion
from the  Transferor's or company  counsel (at the Company's  expense) that such
transfer is exempt from the registration  requirements of applicable  securities
laws, and with payment by the Transferor of any applicable  transfer taxes) will
issue and deliver to or on the order of the  Transferor  thereof a new Option of
like tenor, in the name of the Transferor and/or the transferee(s)  specified in
such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate
on the face or faces thereof for the number of shares of Common Stock called for
on the face or faces of the Option so surrendered by the Transferor.

      8. Replacement of Option. On receipt of evidence  reasonably  satisfactory
to the Company of the loss, theft, destruction or mutilation of this Option and,
in the case of any such loss,  theft or destruction of this Option,  on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the  Company  or,  in the  case of any  such  mutilation,  on  surrender  and
cancellation  of this  Option,  the  Company at its  expense  will  execute  and
deliver, in lieu thereof, a new Option of like tenor.

      9. Registration Rights. The Holder of this Option has been granted certain
registration rights by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Purchaser dated as
of even date of this Option.

      10.  Maximum  Exercise.  The Holder shall not be entitled to exercise this
Option on an exercise  date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Option with respect to which the determination of this proviso

<PAGE>

is being made on an exercise date, which would result in beneficial ownership by
the Holder and its  affiliates of more than 4.99% of the  outstanding  shares of
Common Stock of the Company on such date. For the purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and Regulation 13d-3 thereunder.  Notwithstanding  the foregoing,  the
restriction described in this paragraph may be revoked upon 75 days prior notice
from the Holder to the Company  and may be declared  null and void by the Holder
following the occurrence  and  continuance of an Event of Default under the Note
made by the Company to the Holder dated the date hereof (as amended, modified or
supplemented from time to time, the "Note").

      11. Option Agent. The Company may, by written notice to the each Holder of
the Option,  appoint an agent for the purpose of issuing  Common Stock (or Other
Securities)  on the  exercise of this Option  pursuant to Section 1,  exchanging
this Option pursuant to Section 7, and replacing this Option pursuant to Section
8, or any of the  foregoing,  and  thereafter  any such  issuance,  exchange  or
replacement, as the case may be, shall be made at such office by such agent.

      12. Transfer on the Company's  Books.  Until this Option is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

      13. Notices, Etc. All notices and other communications from the Company to
the Holder of this Option shall be mailed by first class registered or certified
mail, postage prepaid, or personally delivered, at such address as may have been
furnished  to the  Company in writing by such  Holder or,  until any such Holder
furnishes  to the Company an  address,  then to, and at the address of, the last
Holder of this Option who has so furnished an address to the Company.

      14. Miscellaneous. This Option and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Option shall be governed by and construed in  accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions  contemplated by this Option shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York.  The  individuals  executing this Option on behalf of the
Company  agree to submit to the  jurisdiction  of such courts and waive trial by
jury. 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
Option 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 Option.  The headings in this Option are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof.  The invalidity
or  unenforceability of any provision hereof shall in no way affect the validity
or enforceability of any other provision hereof.  The Company  acknowledges that
legal counsel  participated  in the  preparation of this Option 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
Option to favor any party against the other party.

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                            SIGNATURE PAGE FOLLOWS.]

<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed  this Option as of the date
first written above.

                                         FAST EDDIE RACING STABLES, INC.

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