EXHIBIT 4.6

                             STOCK PLEDGE AGREEMENT

      This Stock Pledge Agreement (this "Agreement"), dated as of March 9, 2005,
among Laurus Master Fund, Ltd. (the "Pledgee"), Fast Eddie Racing Stables, Inc.,
a Florida corporation (the "Company"), and each of the other undersigned parties
(other than the Pledgee) (the Company and each such other  undersigned  party, a
"Pledgor" and collectively, the "Pledgors").

                                   BACKGROUND

      The Company has entered into a Securities Purchase Agreement,  dated as of
March 7, 2005 (as amended, modified, restated or supplemented from time to time,
the "Securities Purchase Agreement"),  pursuant to which the Pledgee provides or
will provide certain financial accommodations to the Company.

      In order to induce  the  Pledgee to provide  or  continue  to provide  the
financial  accommodations  described in the Securities Purchase Agreement,  each
Pledgor  has agreed to pledge and grant a security  interest  in the  collateral
described herein to the Pledgee on the terms and conditions set forth herein.

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged,  the parties
hereto agree as follows:

      1. Defined Terms. All capitalized  terms used herein which are not defined
shall have the meanings given to them in the Securities Purchase Agreement.

      2. Pledge and Grant of Security Interest.  To secure the full and punctual
payment and performance of (the following clauses (a) and (b), collectively, the
"Indebtedness")  (a) the obligations under the Securities Purchase Agreement and
the Related  Agreements  referred to in the Securities  Purchase  Agreement (the
Securities  Purchase  Agreement  and the  Related  Agreements,  as  each  may be
amended, restated, modified and/or supplemented from time to time, collectively,
the "Documents") and (b) all other indebtedness,  obligations and liabilities of
each Pledgor to the Pledgee 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  Indebtedness,  or  of  any
instrument  evidencing any of the Indebtedness 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  such  in any  case
commenced  by or  against  any  Pledgor  under  Title 11,  United  States  Code,
including,  without limitation,  obligations or indebtedness of each Pledgor for
post-petition interest,  fees, costs and charges that would have accrued or been
added to the Indebtedness  but for the commencement of such case),  each Pledgor
hereby pledges, assigns, hypothecates,  transfers and grants a security interest
to Pledgee in all of the following (the "Collateral"):

            (a) the shares of stock set forth on  Schedule A annexed  hereto and
expressly made a part hereof  (together  with any additional  shares of stock or
other equity interests acquired

<PAGE>

by any Pledgor, the "Pledged Stock"), the certificates  representing the Pledged
Stock and all dividends,  cash,  instruments and other property or proceeds from
time to time received,  receivable or otherwise  distributed in respect of or in
exchange for any or all of the Pledged Stock;

            (b) all additional shares of stock of any issuer (each, an "Issuer")
of the  Pledged  Stock from time to time  acquired by any Pledgor in any manner,
including,  without  limitation,  stock  dividends  or a stock  distribution  in
connection with any increase or reduction of capital, reclassification,  merger,
consolidation,  sale of assets,  combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the  Collateral),  and the
certificates  representing  such  additional  shares,  and all dividends,  cash,
instruments  and  other  property  or  proceeds  from  time  to  time  received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of such shares; and

            (c)  all  options  and  rights,   whether  as  an  addition  to,  in
substitution  of or in  exchange  for any  shares of any  Pledged  Stock and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all such options and rights.

      3. Delivery of Collateral. All certificates representing or evidencing the
Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant
hereto and shall be  accompanied  by duly  executed  instruments  of transfer or
assignment in blank,  all in form and substance  satisfactory  to Pledgee.  Each
Pledgor  hereby  authorizes the Issuer upon demand by the Pledgee to deliver any
certificates,  instruments or other distributions  issued in connection with the
Collateral  directly  to the  Pledgee,  in each case to be held by the  Pledgee,
subject to the terms  hereof;  provided,  however,  that, to the extent that the
payment of dividends is not prohibited  under Section  6.12(a) of the Securities
Purchase  Agreement,  the  Pledgors  shall not be  obligated to deliver any cash
dividends declared and paid in connection with the Collateral to Pledgor at such
time as no Event of Default (as defined  below) has occurred and is  continuing.
Upon the  occurrence  and during  the  continuance  of an Event of  Default  (as
defined  below) under the Note that has occurred  and is  continuing  beyond any
applicable grace period,  the Pledgee shall have the right,  during such time in
its discretion and without notice to the Pledgor,  to transfer to or to register
in the name of the  Pledgee  or any of its  nominees  any or all of the  Pledged
Stock.  In addition,  the Pledgee  shall have the right at such time to exchange
certificates  or  instruments  representing  or  evidencing  Pledged  Stock  for
certificates or instruments of smaller or larger denominations.

      4.  Representations  and Warranties of each Pledgor.  Each Pledgor jointly
and severally represents and warrants to the Pledgee (which  representations and
warranties  shall be deemed to continue to be made until all of the Indebtedness
has been  paid in full and each  Document  and  each  agreement  and  instrument
entered into in connection therewith has been irrevocably terminated) that:

            (a) the execution,  delivery and performance by each Pledgor of this
Agreement and the pledge of the Collateral  hereunder do not and will not result
in any violation


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<PAGE>

of any agreement, indenture,  instrument, license, judgment, decree, order, law,
statute,  ordinance or other  governmental rule or regulation  applicable to any
Pledgor;

            (b)  this  Agreement  constitutes  the  legal,  valid,  and  binding
obligation of each Pledgor  enforceable  against each Pledgor in accordance with
its terms;

            (c) (i) all  Pledged  Stock  owned by each  Pledgor  is set forth on
Schedule A hereto and (ii) each  Pledgor is the direct and  beneficial  owner of
each share of the Pledged Stock;

            (d)  all  of  the  shares  of  the  Pledged  Stock  have  been  duly
authorized, validly issued and are fully paid and nonassessable;

            (e) no consent or approval of any person, corporation,  governmental
body,  regulatory authority or other entity, is or will be necessary for (i) the
execution,  delivery and performance of this Agreement, (ii) the exercise by the
Pledgee of any rights  with  respect to the  Collateral  or (iii) the pledge and
assignment  of,  and  the  grant  of a  security  interest  in,  the  Collateral
hereunder;

            (f) there are no  pending  or, to the best of  Pledgor's  knowledge,
threatened   actions  or   proceedings   before  any   court,   judicial   body,
administrative  agency or arbitrator  which may materially  adversely affect the
Collateral;

            (g) each Pledgor has the requisite power and authority to enter into
this  Agreement  and to pledge  and  assign  the  Collateral  to the  Pledgee in
accordance with the terms of this Agreement;

            (h) each Pledgor owns each item of the  Collateral  and,  except for
the pledge and security  interest granted to Pledgee  hereunder,  the Collateral
shall be, immediately following the closing of the transactions  contemplated by
the Documents,  free and clear of any other security  interest,  pledge,  claim,
lien,  charge,  hypothecation,  assignment,  offset  or  encumbrance  whatsoever
(collectively, "Liens");

            (i) there are no  restrictions  on  transfer  of the  Pledged  Stock
contained  in  the  certificate  of  incorporation  or  by-laws  (or  equivalent
organizational  documents)  of the Issuer or otherwise  which have not otherwise
been enforceably and legally waived by the necessary parties;

            (j) none of the  Pledged  Stock has been  issued or  transferred  in
violation of the securities registration,  securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject;

            (k) the pledge and  assignment of the  Collateral and the grant of a
security  interest  under this  Agreement vest in the Pledgee all rights of each
Pledgor in the Collateral as contemplated by this Agreement; and


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<PAGE>

            (l) The Pledged Stock  constitutes one hundred percent (100%) of the
issued and outstanding shares of capital stock of each Issuer.

      5. Covenants. Each Pledgor jointly and severally covenants that, until the
Indebtedness shall be satisfied in full and each Document and each agreement and
instrument entered into in connection therewith is irrevocably terminated:

            (a) No Pledgor will sell,  assign,  transfer,  convey,  or otherwise
dispose of its rights in or to the Collateral or any interest therein;  nor will
any Pledgor create, incur or permit to exist any Lien whatsoever with respect to
any of the Collateral or the proceeds thereof other than that created hereby.

            (b) Each Pledgor will, at its expense, defend Pledgee's right, title
and security  interest in and to the Collateral  against the claims of any other
party.

            (c) Each Pledgor shall at any time, and from time to time,  upon the
written  request of Pledgee,  execute and deliver such further  documents and do
such  further  acts and things as  Pledgee  may  reasonably  request in order to
effect  the  purposes  of this  Agreement  including,  but  without  limitation,
delivering  to Pledgee upon the  occurrence  and during the  continuation  of an
Event of  Default  irrevocable  proxies in  respect  of the  Collateral  in form
satisfactory to Pledgee.  Until receipt  thereof,  upon an Event of Default that
has  occurred  and is  continuing  beyond  any  applicable  grace  period,  this
Agreement shall constitute Pledgor's proxy to Pledgee or its nominee to vote all
shares of Collateral then registered in each Pledgor's name.

            (d) No Pledgor  will  consent to or approve the  issuance of (i) any
additional shares of any class of capital stock or other equity interests of the
Issuer;  or (ii) any  securities  convertible  either  voluntarily by the holder
thereof or  automatically  upon the occurrence or  nonoccurrence of any event or
condition into, or any securities  exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.

      6. Voting Rights and  Dividends.  In addition to the Pledgee's  rights and
remedies set forth in Section 8 hereof,  in case an Event of Default  shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee shall
(i) be entitled  to vote the  Collateral,  (ii) be  entitled  to give  consents,
waivers and  ratifications  in respect of the  Collateral  (each Pledgor  hereby
irrevocably  constituting  and  appointing  the  Pledgee,  with  full  power  of
substitution,  the proxy and attorney-in-fact of each Pledgor for such purposes)
and (iii) be entitled to collect and receive for its own use cash dividends paid
on the  Collateral.  No Pledgor  shall be  permitted to exercise or refrain from
exercising any voting rights or other powers if, in the  reasonable  judgment of
the Pledgee,  such action would have a material  adverse  effect on the value of
the Collateral or any part thereof;  and, provided,  further,  that each Pledgor
shall  give at least five (5) days'  written  notice of the manner in which such
Pledgor intends to exercise, or the reasons for refraining from exercising,  any
voting  rights or other  powers  other  than with  respect  to any  election  of
directors  and voting with  respect to any  incidental  matters.  Following  the
occurrence and during the continuation of an Event of Default, all dividends and
all other distributions in respect of any of the Collateral,  shall be delivered
to the Pledgee to hold as Collateral and shall,  if received by any Pledgor,  be
received in trust for the benefit of the Pledgee, be segregated from


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<PAGE>

the other property or funds of any other Pledgor,  and be forthwith delivered to
the Pledgee as  Collateral  in the same form as so received  (with any necessary
endorsement).

      7. Event of Default.  An Event of Default shall be deemed to have occurred
and may be declared by the Pledgee upon the  happening  of any of the  following
events:

            (a) An "Event of Default" under any Document shall have occurred and
be continuing beyond any applicable cure period;

            (b) Any  Pledgor  shall  default  in the  performance  of any of its
obligations  under any  agreement  between any Pledgor and  Pledgee,  including,
without  limitation,  this Agreement,  and such default shall not be cured for a
period of fifteen (15) days after the occurrence thereof;

            (c) Any  representation  or warranty of any Pledgor made herein,  in
any  Document or in any  agreement,  statement or  certificate  given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
or misleading in any material respect;

            (d) Any portion of the Collateral is subjected to levy of execution,
attachment,  distraint  or  other  judicial  process;  or  any  portion  of  the
Collateral  is the subject of a claim  (other than by the  Pledgee) of a Lien or
other  right or interest  in or to the  Collateral,  in each case for a claim in
excess of $10,000, and such levy or claim shall not be cured, disputed or stayed
within a period of fifteen (15) business days after the occurrence thereof; or

            (e) Any Pledgor shall (i) apply for,  consent to, or suffer to exist
the  appointment  of, or the taking of  possession  by, a  receiver,  custodian,
trustee, liquidator or other fiduciary of itself or of all or a substantial part
of its property,  (ii) make a general  assignment  for the benefit of creditors,
(iii) commence a voluntary case under any state or federal  bankruptcy  laws (as
now or hereafter in effect),  (iv) be  adjudicated a bankrupt or insolvent,  (v)
file a petition  seeking to take  advantage of any other law  providing  for the
relief of debtors,  (vi) acquiesce to, or fail to have  dismissed,  within sixty
(60) days,  any petition  filed  against it in any  involuntary  case under such
bankruptcy  laws,  or (vii) take any action for the purpose of effecting  any of
the foregoing.

      8.  Remedies.  In case an Event of  Default  shall  have  occurred  and be
declared by the Pledgee, the Pledgee may:

            (a) Transfer any or all of the Collateral into its name, or into the
name of its nominee or nominees;

            (b) Exercise  all  corporate  rights with respect to the  Collateral
including, without limitation, all rights of conversion,  exchange, subscription
or any other  rights,  privileges  or  options  pertaining  to any shares of the
Collateral  as if it were the absolute  owner  thereof,  including,  but without
limitation,  the  right  to  exchange,  at  its  discretion,  any  or all of the
Collateral upon the merger, consolidation,  reorganization,  recapitalization or
other readjustment


                                      -5-
<PAGE>

of the  Issuer  thereof,  or upon  the  exercise  by the  Issuer  of any  right,
privilege or option  pertaining  to any of the  Collateral,  and, in  connection
therewith,  to  deposit  and  deliver  any and all of the  Collateral  with  any
committee,  depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may determine,  all without  liability except to
account for property actually received by it; and

            (c) Subject to any requirement of applicable  law, sell,  assign and
deliver the whole or, from time to time,  any part of the Collateral at the time
held by the Pledgee,  at any private sale or at public auction,  with or without
demand,  advertisement  or  notice  of the time or place of sale or  adjournment
thereof or otherwise (all of which are hereby  waived,  except such notice as is
required  by  applicable  law and cannot be  waived),  for cash or credit or for
other  property for immediate or future  delivery,  and for such price or prices
and on such terms as the Pledgee in its sole discretion may determine, or as may
be required by applicable law.

            Each Pledgor  hereby waives and releases any and all right or equity
of redemption,  whether before or after sale hereunder. At any such sale, unless
prohibited by applicable  law, the Pledgee may bid for and purchase the whole or
any  part of the  Collateral  so sold  free  from any such  right or  equity  of
redemption.  All moneys received by the Pledgee  hereunder  whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee and
applied by it as provided in Section 10 hereof.  No failure or delay on the part
of the Pledgee in exercising any rights  hereunder  shall operate as a waiver of
any such  rights  nor shall any single or partial  exercise  of any such  rights
preclude  any other or future  exercise  thereof  or the  exercise  of any other
rights  hereunder.  The  Pledgee  shall  have no duty  as to the  collection  or
protection  of  the  Collateral  or  any  income  thereon  nor  any  duty  as to
preservation  of any  rights  pertaining  thereto,  except to apply the funds in
accordance with the requirements of Section 10 hereof.  The Pledgee may exercise
its rights  with  respect to property  held  hereunder  without  resort to other
security for or sources of reimbursement  for the  Indebtedness.  In addition to
the foregoing,  Pledgee shall have all of the rights, remedies and privileges of
a secured party under the Uniform  Commercial Code of New York regardless of the
jurisdiction in which enforcement hereof is sought.

      9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be  realized  from  the  Collateral)  a public  sale of all or part of the
Collateral by reason of certain  prohibitions  contained in the Securities  Act,
and may be  compelled  to resort to one or more  private  sales to a  restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale  thereof.  Each Pledgor agrees that any such private sale
may be at prices  and on terms  less  favorable  to the  seller  than if sold at
public sales and that such private  sales shall be deemed to have been made in a
commercially  reasonable  manner.  Each  Pledgor  agrees that the Pledgee has no
obligation to delay sale of any  Collateral  for the period of time necessary to
permit  the  Issuer  to  register  the  Collateral  for  public  sale  under the
Securities Act.

      10. Proceeds of Sale. The proceeds of any collection,  recovery,  receipt,
appropriation,  realization  or sale of the  Collateral  shall be applied by the
Pledgee as follows:


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<PAGE>

            (a) First,  to the  payment of all costs,  reasonable  expenses  and
charges of the  Pledgee  and to the  reimbursement  of the Pledgee for the prior
payment of such costs,  reasonable  expenses and charges  incurred in connection
with the care and safekeeping of the Collateral (including,  without limitation,
the  reasonable  expenses  of any sale or any  other  disposition  of any of the
Collateral),  the  expenses  of  any  taking,  reasonable  attorneys'  fees  and
reasonable  expenses,  court  costs,  any other  fees or  expenses  incurred  or
expenditures  or  advances  made by Pledgee in the  protection,  enforcement  or
exercise of its rights, powers or remedies hereunder;

            (b) Second, to the payment of the Indebtedness, in whole or in part,
in such order as the Pledgee may elect, whether or not such Indebtedness is then
due;

            (c) Third, to such persons, firms, corporations or other entities as
required by applicable law including,  without limitation,  Section 9-608 of the
UCC; and

            (d)  Fourth,  to the extent of any  surplus to the  Pledgors or as a
court of competent jurisdiction may direct.

            In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Indebtedness,
each Pledgor shall be jointly and severally  liable for the deficiency  plus the
costs and fees of any attorneys employed by Pledgee to collect such deficiency.

      11. Waiver of  Marshaling.  Each Pledgor hereby waives any right to compel
any marshaling of any of the Collateral.

      12. No Waiver.  Any and all of the  Pledgee's  rights with  respect to the
Liens granted under this Agreement shall continue unimpaired,  and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy,  insolvency or reorganization of any Pledgor, (b) the release or
substitution  of any item of the  Collateral  at any time,  or of any  rights or
interests therein, or (c) any delay,  extension of time, renewal,  compromise or
other indulgence granted by the Pledgee in reference to any of the Indebtedness.
Each Pledgor  hereby  waives all notice of any such delay,  extension,  release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and  effectively  as if such Pledgor had expressly  agreed
thereto in advance.  No delay or extension of time by the Pledgee in  exercising
any power of sale, option or other right or remedy hereunder,  and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit,  impair or prejudice the Pledgee's  right to take any action  against any
Pledgor or to  exercise  any other  power of sale,  option or any other right or
remedy.

      13. Expenses.  The Collateral shall secure,  and each Pledgor shall pay to
Pledgee  on  demand,  from time to time,  all  reasonable  costs  and  expenses,
(including but not limited to, reasonable  attorneys' fees and costs, taxes, and
all transfer,  recording,  filing and other  charges) of, or incidental  to, the
custody,  care,  transfer,   administration  of  the  Collateral  or  any  other
collateral,   or  in  any  way  relating  to  the  enforcement,   protection  or
preservation  of the rights or remedies of the Pledgee  under this  Agreement or
with respect to any of the Indebtedness.


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<PAGE>

      14. The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee.
Upon the occurrence  and during the  continuation  of an Event of Default,  each
Pledgor  hereby  irrevocably  constitutes  and  appoints  the  Pledgee  as  such
Pledgor's true and lawful attorney-in-fact,  with full power of substitution, to
execute,  acknowledge  and deliver any  instruments  and to do in such Pledgor's
name, place and stead, all such acts,  things and deeds for and on behalf of and
in the name of such  Pledgor,  which such Pledgor could or might do or which the
Pledgee may deem  necessary,  desirable or convenient to accomplish the purposes
of this Agreement, including, without limitation, to execute such instruments of
assignment or transfer or orders and to register,  convey or otherwise  transfer
title to the Collateral  into the Pledgee's  name.  Each Pledgor hereby ratifies
and confirms all that said  attorney-in-fact  may so do and hereby declares this
power of attorney to be coupled with an interest and irrevocable. If any Pledgor
fails to perform any agreement herein contained,  the Pledgee may itself perform
or cause performance thereof, and any costs and expenses of the Pledgee incurred
in connection  therewith shall be paid by the Pledgors as provided in Section 10
hereof.

      15. Waivers.

            (a) EACH PARTY HERETO HEREBY  EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (A)  ARISING  UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED
IN  CONNECTION  HEREWITH,  OR  (B) IN ANY  WAY  CONNECTED  WITH  OR  RELATED  OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH,  OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,  AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND EACH PARTY HERETO  HEREBY  AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY  COURT  TRIAL  WITHOUT  A JURY,  AND  THAT ANY  PARTY  MAY  FILE AN  ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN  EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

      16. Recapture. Notwithstanding anything to the contrary in this Agreement,
if the Pledgee receives any payment or payments on account of the  Indebtedness,
which  payment or payments or any part  thereof  are  subsequently  invalidated,
declared to be  fraudulent  or  preferential,  set aside  and/or  required to be
repaid to a  trustee,  receiver,  or any other  party  under the  United  States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating to or  affecting  the
enforcement of creditors'  rights generally,  common law or equitable  doctrine,
then  to the  extent  of any sum  not  finally  retained  by the  Pledgee,  each
Pledgor's  obligations  to the Pledgee  shall be reinstated  and this  Agreement
shall remain in full force and effect (or be  reinstated)  until  payment  shall
have been made to Pledgee, which payment shall be due on demand.


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      17.  Captions.  All captions in this  Agreement  are  included  herein for
convenience of reference  only and shall not  constitute  part of this Agreement
for any other purpose.

      18. Miscellaneous.

            (a) This Agreement  constitutes the entire and final agreement among
the parties  with respect to the subject  matter  hereof and may not be changed,
terminated or otherwise  varied except by a writing duly executed by the parties
hereto.

            (b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and signed by
the party sought to be charged,  and then such waiver shall be effective only in
the specific instance and for the purpose for which given.

            (c) In the  event  that  any  provision  of  this  Agreement  or the
application  thereof to any  Pledgor  or any  circumstance  in any  jurisdiction
governing this Agreement shall, to any extent, be invalid or unenforceable under
any applicable  statute,  regulation,  or rule of law, such  provision  shall be
deemed  inoperative  to the extent that it may conflict  therewith  and shall be
deemed  modified to conform to such statute,  regulation or rule of law, and the
remainder  of  this  Agreement  and  the  application  of any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held  invalid or  unenforceable  shall not be affected
thereby,  nor shall same  affect the  validity  or  enforceability  of any other
provision of this Agreement.

            (d) This  Agreement  shall be binding  upon each  Pledgor,  and each
Pledgor's  successors and assigns, and shall inure to the benefit of the Pledgee
and its successors and assigns.

            (e) Any notice or other communication required or permitted pursuant
to this  Agreement  shall be given in accordance  with the  Securities  Purchase
Agreement.

            (f) This  Agreement  shall be governed by and construed and enforced
in all respects in accordance  with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.

            (g) EACH PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF
EACH COURT OF  COMPETENT  JURISDICTION  LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT.  ANY JUDICIAL PROCEEDING  INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT  SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER CONSENTS THAT
ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY


                                      -9-
<PAGE>

PROCEEDINGS HEREUNDER,  MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK
OR THE SOUTHERN  DISTRICT OF NEW YORK BY  REGISTERED OR CERTIFIED  MAIL,  RETURN
RECEIPT  REQUESTED,  OR BY  PERSONAL  SERVICE  PROVIDED  A  REASONABLE  TIME FOR
APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE
RULES OF SAID COURTS.  EACH PLEDGOR  WAIVES ANY  OBJECTION TO  JURISDICTION  AND
VENUE OF ANY ACTION  INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON
LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.

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

            (i) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which when taken  together shall
constitute  one and the same  agreement.  Any signature  delivered by a party by
facsimile transmission shall be deemed an original signature hereto.

                  [Remainder of Page Intentionally Left Blank]


                                      -10-
<PAGE>

      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the day and year first written above.

                                        FAST EDDIE RACING STABLES, INC.

                                        By:
                                        Name:
                                        Title:


                                        COMPLETE INVESTMENT MANAGEMENT INC.
                                        OF PHILADELPHIA

                                        By:
                                        Name:
                                        Title:


                                        PENSION ADMINISTRATION SERVICES, INC.

                                        By:
                                        Name:
                                        Title:


                                        MD BLUESTEIN, INC.

                                        By:
                                        Name:
                                        Title:


                                        DUNCAN CAPITAL FINANCIAL GROUP, INC.

                                        By:
                                        Name:
                                        Title:


                                        LAURUS MASTER FUND, LTD.

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