BRIDGE LOAN AGREEMENT

     THIS  BRIDGE  LOAN  AGREEMENT  (the  "Agreement"),  is entered  into by and
between  Pipeline  Technologies,  INC. F/K/A Wallstreet  Racing Stables,  Inc, a
Colorado  corporation with its principal place of business located at 1001 Kings
Avenue, suite 200, Jacksonville, FL, 32207 (the "Company") and ______________who
resides at  _______________  (the  "Lender"),  (individually  referred to as the
"Party" and collectively referred to as the "Parties"),  effective as of October
13, 2000.

                                    RECITALS

     WHEREAS,  the Company is in the process of finalizing a $10,000,000 funding
with Global  Development  Group,  Gmbh.  as evidenced by a letter of  commitment
dated October 10, 2000.

     WHEREAS,  the  Lender  desires to lend to the  Company  the amount of three
hundred thousand dollars ($300,000),  which shall be repaid from the proceeds of
funding  contemplated to be received at the closing of the financing with Global
Development Group, Gmbh.

     NOW THEREFORE,  in consideration of the Recitals that shall be deemed to be
a  substantive  part  of this  Agreement  and the  mutual  covenants,  promises,
agreements, contained in this Agreement, the parties hereby agree as follows:


                                    ARTICLE I

                                      Loan

     1.1  Loan.
          ----
          The  Lender  will lend to the  Company  the  amount  of three  hundred
          thousand dollars ($300,000) (the "Principal Amount").  The Lender will
          transfer  the  Principal  Amount to the Company in  collectable  funds
          promptly following execution of this Agreement by the Lender.

     1.2  Repayment.
          ----------
          Subject to Sec. 1.3 herein,  repayment  from the Company to the Lender
          shall be due upon the  closing of the  Financing,  or 30 days from the
          effective date of this Agreement,  whichever comes first. In the event
          that the  Financing  does not occur within 30 days from the  effective
          date of this  Agreement,  the Parties  agree to a 15 day  extension of
          such repayment. The repayment shall consist of:

          a)   The Principal Amount of $300,000;

          b)   12% per annum interest (the "Interest"); and

          c)   Common  Stock  in the  amount  of  200,000  shares  to be  issued
               pursuant to the loan closing.


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<PAGE>


     1.3  Conversion.
          ----------

          a)   In the event  that the  closing of the  Financing  does not occur
               within the 30 day repayment period or the 15 day extension period
               herein,  the Lender shall have the option in its sole  discretion
               to either:

               (i)  demand  the  Company  repay  the full  amount  in cash,  the
                    Principal  Amount of $300,000,  plus accrued interest at the
                    rate of 12% per annum;

                           or

               (ii) convert  the  Principal  Amount of  $300,000,  plus  accrued
                    interest  at the rate of 12% per annum,  to shares of Common
                    Stock of the  Company  at the  conversion  rate of $0.50 per
                    share.

          b)   In the event that the  Lender  elects to  convert  the  Principal
               Amount  plus  Interest  into shares of Common  Stock,  the Lender
               shall give such  notice to the  Company  upon  expiration  of the
               repayment  period  and  extension   herein,   and  shall  request
               instructions  from the Lender for the  issuance  of said stock of
               the Company.  The Lender shall receive  200,000  shares of Common
               Stock of the Company bearing the  restrictive  legend as required
               by Rule 144 of the Securities Act of 1933, and subject to any and
               all restrictions as required by federal and state law. Any shares
               of stock  issued  pursuant to this section  shall have  piggyback
               registration rights in accordance with Sec. 1.4 herein.

          c)   Repayment in cash,  or  conversion  into stock as stated  herein,
               shall be in  complete  and  full  satisfaction  of the  Company's
               obligations  to the Lender under this  Agreement,  and the Lender
               shall not be entitled to any additional  consideration including,
               but not limited to, the granting of stock warrants.

     1.4  Piggyback Registration Rights.
          ------------------------------
          The Company  shall  provide  "piggyback"  registration  rights for the
          shares  to be  acquired  under  this  Agreement,  on any  registration
          statement on an appropriate  form filed  subsequent to this Agreement.
          Piggyback  registration  rights  shall  mean  that,  if  at  any  time
          subsequent  to the  effective  date of  this  Agreement,  the  Company
          proposes to register any of its common stock under the  Securities Act
          of 1933 in connection  with a public  offering of such common  shares,
          which  would also  permit  registration  of the common  stock  already
          issued by the Company, the Company shall use its best efforts to cause
          the shares to be registered. In the event that the registration herein
          is for an offering  involving an  underwriting,  the right to register
          securities  pursuant to this  section  shall be  conditioned  upon any
          limitations and objections of the underwriter of the offering.

                                        2

                                      -69-

<PAGE>

                                   ARTICLE II

                               General Provisions

     2.1  Entire Agreement.
          -----------------
          This Agreement  constitutes  the entire  understanding  of the Parties
          with regard to this Agreement and the subject matter herein. There are
          no representations,  promises,  warranties,  covenants or undertakings
          other  than those  expressly  set forth  herein.  No  modification  or
          amendment  of this  Agreement  shall be  binding  unless  executed  in
          writing by all parties.

     2.2  Headings.
          ---------
          The  subject  headings of the  paragraphs  and  subparagraphs  of this
          Agreement are included for purposes of convenience only, and shall not
          affect the construction or  interpretation of any of the provisions of
          this Agreement.

     2.3  Notices.
          --------
          Notices  required  or  authorized  hereunder  shall  be  deemed  given
          sufficiently  if in writing and sent by registered or certified  mail,
          return  receipt  requested  and postage  prepaid,  or by tested telex,
          telegram or cable to the addresses first stated above unless and until
          one party notifies the other party of any change of address.

     2.4  Severability.
          -------------
          In the  event  that one or more of the  provisions  of this  Agreement
          shall  be  invalid,  illegal  or  unenforceable  in any  respect,  the
          validity,  legality and  enforceability  of the  remaining  provisions
          contained herein shall not in any way be affected or impaired thereby.

     2.5  Waivers.
          --------
          No waiver of any provision of this Agreement  shall be deemed a waiver
          of any other  provision,  nor shall any  single  waiver  constitute  a
          continuing  waiver.  The  failure of any party as to seek  redress for
          violation  of,  or as to insist  upon the  strict  performance  of any
          covenant  or  condition  of  this  Agreement,   shall  not  prevent  a
          subsequent  act which would have  originally  constituted a violation,
          from having the effect of an original violation.

     2.6  Counterparts and Facsimiles.
          ----------------------------
          This  Agreement  may be  executed in several  counterparts,  and as so
          executed  shall  constitute  one  Agreement,  binding  on all  parties
          hereto,  notwithstanding  that all parties are not signatory as to one
          original or the same counterpart. Facsimile signatures are acceptable.

     2.8  Dispute The Parties agree that any dispute regarding this Agreement or
          the subject  matter herein shall be decided by binding  arbitration to
          be conduct ed in the state of  Colorado  by the  American  Arbitration
          Association,  and that the  prevailing  party  shall be entitled to an
          award of reasonable attorneys fees, costs and expenses.

     2.9  Governing Law.
          --------------
          This  Agreement  shall be  construed  under  the laws of the  State of
          Colorado.

                                        3

                                      -70-

<PAGE>


IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Agreement, on the date first above written.


COMPANY:                                             LENDER:

Pipeline Technologies, Inc.


By:                                           By:
   ---------------------------                    ------------------------------
     Timothy Murtaugh, CEO


                                        4

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