EXHIBIT 10.7 - Loan Agreement between John D. McKey and Todiway Partners


    THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933.
    THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
    ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
    ACT OF  1933  OR AN  OPINION  OF  COUNSEL  FOR  THE  CORPORATION  THAT
    REGISTRATION IS NOT REQUIRED UNDER THAT ACT.


                           CONVERTIBLE PROMISSORY NOTE


 $850,000.00                                                       June 21, 2000



     FOR VALUE RECEIVED, Wallstreet Racing Stables, Inc., a Colorado corporation
With an address at 1001 Kings  Avenue,  Suite 200,  Jacksonville,  Florida 32207
("Maker"),  promises to pay to the order of Todiway Partners, WADA Inc., General
Partner ("Payee"),  unless otherwise  converted by Payee under the terms hereof,
the principal sum of Eight Hundred Fifty Thousand  Dollars  ($850,000.00),  plus
interest on the outstanding  principal from the date hereof to and including the
day when  principal  is paid in full.  Interest  shall accrue daily at a rate of
interest equal to twelve percent (12%) per annum.


1.   Payments.
     ---------
     Payments  of interest  only shall be made on the last day of each  calendar
     quarter.  This Note shall be due and payable in  accordance  with its terms
     upon the earlier to occur of: (a) the first  anniversary  of the closing of
     the  transactions  contemplated  pursuant  to  an  Agreement  and  Plan  of
     Reorganization,  dated  April  27,  2000,  by  and  among  Maker,  Pipeline
     Technologies, Inc. and certain Shareholders of each of them (the "Merger");
     or (b) August 1, 2001 (the "Due  Date").  If Payee shall not  convert  this
     Note in  accordance  with the options  set forth in Section 4 hereof,  then
     Maker  shall pay to Payee the entire  principal  balance,  plus all accrued
     interest thereon, on the Due Date. All payments shall be in lawful money of
     the United States,  and shall be applied first to accrued interest and then
     to the outstanding principal balance. Payments shall be made to Payee at 19
     10 San Marco Boulevard, Jacksonville, Florida 32207, or at such other place
     as Payee or any subsequent holder may designate to Maker in writing.


2.   Prepayments.
     ------------
     The indebtedness evidenced by this Note may not be prepaid at any time.


3.   Events of Default.
     ------------------
     If any of the  following  events  ("Events of Default")  shall occur and be
     continuing,  Payee may, by notice to Maker, declare this Note, all interest
     hereon,  and all other  amounts  payable  hereunder  to be due and payable,
     whereupon the same shall become immediately due and payable:

     1.   There is a failure to pay any  installment of principal of, interest
          on, or any other amount payable under this Note,  within ten (10) days
          after notice from Payee that the same is due but has not been paid;

                                      -89-
<PAGE>


     2.   Maker breaches any other  obligation to Payee hereunder or breaches or
          defaults  under  any  other  agreement  with or  obligation  to  Payee
          whatsoever,  and fails to cure such  breach or default  within  thirty
          (30) days after notice from Payee demanding that it do so;

     3.   Maker shall become  insolvent or admit in writing its inability to pay
          its debts as they become due, or shall make a general  assignment  for
          the benefit of creditors;

     4.   Any proceedings shall be instituted by or against Maker seeking either
          (i)  an  order  for  relief  with   respect  to,  or   reorganization,
          arrangement,  adjustment or composition of, its debts under the United
          States  Bankruptcy Code or under any other law relating to bankruptcy,
          insolvency,  reorganization or relief of debtors,  or (ii) appointment
          of a  trustee,  receiver  or  similar  official  for  Maker or for any
          substantial  part of its or his property;  and, with respect only to a
          proceeding  instituted against Maker, such proceeding is not dismissed
          within thirty (30) days thereafter; or

     5.   Maker's   failure  to  conduct   business  in  the  ordinary   course,
          dissolution or termination of existence.


4.   Conversion.
     -----------
     Concurrently with the Due Date, Payee may, at Payee's discretion, either:


     1.   Convert  the  entire  principal  balance,  plus all  accrued  interest
          thereon, into 850,000 whole shares of the $.001 par value Common Stock
          of Maker  (or such  Common  Stock as Maker or its  successor  shall be
          authorized to issue on such date of conversion); or

     2.   Receive  the  entire  principal  balance,  plus all  accrued  interest
          thereon, plus a warrant to purchase an additional 425,000 whole shares
          of the $.001 par value  Common Stock of Maker (or such Common Stock as
          Wallstreet or its successor  shall be authorized to issue on such date
          of conversion), at an exercise price of Two Dollars ($2.00) per share.

          Payee may convert this Note only upon  surrender of this Note to Maker
          at its  principal  office,  duly  endorsed  or signed  in  blank,  and
          accompanied by a written  subscription,  in the form annexed hereto as
          Exhibit "A," at least one (1) day prior to the Due Date. To facilitate
          Payee's timely  surrender of the Note,  Maker,  at least ten (10) days
          prior to the Due Date,  shall give to Payee, at his address written in
          Section 1, written notice of the Due Date.


5.   Conditions of Conversion.
     -------------------------
     Payee's  right to convert this Note as set forth herein shall be subject to
     the following terms and conditions:

     1.   Interest  shall cease to accrue  immediately  upon, and as of, Payee's
          conversion  hereof.  As  promptly  as shall be  practicable  after the
          surrender of this Note for conversion, Maker will issue and deliver to
          the Payee the number of whole  shares of Common  Stock or a warrant to
          purchase  Common Stock into which this Note shall be so converted,  as
          applicable;  and,  concurrently  Maker  shall  pay  to the  Payee  any
          applicable  principal and interest accrued on this Note to the date of
          such surrender.  Such  conversion  shall for all purposes be deemed to
          have  been  effected  at the  close  of  business  on the  day of such
          surrender, or if such day shall not be a business day, at the close of
          business on the next succeeding business day.

                                      -90-
<PAGE>


     2.   Notwithstanding the other provisions of this Section 5, Maker reserves
          the right to delay  giving  effect to any  conversion  until the Payee
          shall deliver to Maker the letter  hereinabove  referred to as Exhibit
          "A".  In this  connection,  Maker also  reserves  the right to imprint
          restrictive  legends on the  Certificates  representing  any shares of
          Common Stock (or other equity  securities)  into which this Note shall
          be  converted  and to place stop  transfer  orders  against  the same.
          Nothing  contained herein shall be construed as requiring  counsel for
          Maker to  subsequently  issue any opinion letter that  registration is
          not  required,  and such  counsel  may refuse to issue such an opinion
          letter on any reasonable  grounds or may require  opinion letters from
          counsel for the  proposed  transferor,  affidavits  from the  proposed
          transferor or  transferee,  letters from the  Securities  and Exchange
          Commission  or any other  documents  which said counsel may deem to be
          necessary or desirable and proper as a condition  precedent to issuing
          such an opinion letter.

     3.   No fractional shares or script  representing  fractional shams will be
          issued upon the  conversion  of this Note.  In lieu of the issuance of
          any fractional share otherwise called for upon such conversion,  Maker
          will pay to the applicable holder an amount in cash equal to the value
          of such fractional share, based upon the applicable conversion price.

     4.   The  holder of the Common  Stock  into  which this Note was  converted
          shall have the same rights to have such Common Stock  registered  on a
          Registration  Statement  on Form SB-2 as the holder of Common Stock in
          the Company issued  pursuant to a letter  agreement dated May 24, 2000
          with  First  Fidelity  Capital,  Inc.,  on all of the same  terms  and
          conditions set forth in the definitive documents with First Fidelity.


6.   Governing Law.
     --------------
     This Note shall be governed by and construed in accordance with the laws of
     the State of  Florida  applicable  to  contracts  made and to be  performed
     wholly  within   Florida,   without  giving  effect  to  conflict  of  laws
     principles.


7.   Notices.
     --------
     Any notice or other  communication  required or  permitted  under this Note
     shall be in  writing  and shall be deemed to have been duly  given (i) upon
     hand  delivery,  or (ii) on the third day  following  delivery to the U. S.
     Postal Service as certified or registered mad, return receipt requested and
     postage  prepaid,  or  (iii)  on the  first  day  following  delivery  to a
     nationally recognized United States overnight courier service, fee prepaid,
     return receipt or other  confirmation of delivery  requested,  or (iv) when
     telecopied or sent by facsimile  transmission  if an  additional  notice is
     also  delivered  or mailed,  as set forth under (i),  (ii) or (iii)  above,
     within three days  thereafter.  Any such notice or  communication  shall be
     delivered  or  directed to a party at its address set forth above or, as to
     each such  party or any  holder  hereof,  at such  other  address as may be
     designated  by such party or holder in a notice given to the other  parties
     hereto in accordance with the provisions of this Section 7.


8.   Maximum Interest.
     -----------------
     Notwithstanding any other provisions of this Note, Payee does not intend to
     charge,  and Maker shall not be required to pay, any interest or other fees
     or  charges in excess of the  maximum  permitted  by  applicable  law.  Any
     payments in excess of such  maximum  shall be refunded to Maker or credited
     against unpaid principal.

                                      -91-
<PAGE>



9.   Modifications;  Waiver.
     -----------------------
     No  modification  or  waiver  of this  Note or any  part  hereof  shall  be
     effective unless in writing and signed by Maker and Payee. No waiver of any
     breach  or  condition  of this  Note  shall be deemed to be a waiver of any
     other or subsequent breach or condition,  whether of like kind or different
     nature.  No course of dealing between Maker and Payee, or between Payee and
     any other  party,  will be deemed  effective  to  modify,  amend,  waive or
     discharge  any part of this Note or of the rights or  obligations  of Maker
     hereunder.

     IN WITNESS WHEREOF, Maker has executed this Note as of the date first above
written.

                                                 WALLSTREET RACING STABLES, INC.


                                                 By:   /s/ Timothy J. Murtaugh
                                                       ------------------------
                                                 Its:  President

                                      -92-