CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

                                  By and Among

                         WALLSTREET RACING STABLES, INC.

                                      d/b/a

                           PIPELINE TECHNOLOGIES, INC.

                                       and

                               GLOBAL ASSETS FUND



Dated as of October 13,  2000





                                      -14-
<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I         CERTAIN DEFINITIONS.....................................  1

     Section 1.1.    Certain Definitions..................................  1

ARTICLE II        PURCHASE OF SHARES......................................  3

     Section 2.1.    Purchase of Shares; Closing..........................  3

ARTICLE III       REPRESENTATIONS AND WARRANTIES..........................  3

     Section 3.1.    Representations and Warranties of the Company........  3
     Section 3.2.    Representations and Warranties of the Purchaser......  7

ARTICLE IV        OTHER AGREEMENTS OF THE PARTIES.........................  9

     Section 4.1.    Transfer Restrictions................................  9
     Section 4.2.    Stop Transfer Instruction............................ 10
     Section 4.3.    Furnishing of Information............................ 10
     Section 4.4.    Notice of Certain Events............................. 10
     Section 4.5.    Copies and Use of Disclosure Materials............... 11
     Section 4.6.    Modification to Disclosure Materials................. 11
     Section 4.7.    Blue Sky Laws........................................ 11
     Section 4.8.    Integration.......................................... 11
     Section 4.9.    Furnishing of Rule 144A Materials.................... 12
     Section 4.10.   Solicitation Materials............................... 12
     Section 4.11    Subsequent Financial Statements...................... 12
     Section 4.12.   Right of First Refusal............................... 12
     Section 4.13.   Listing of Underlying Shares ........................ 13
     Section 4.14    Conversion Procedures................................ 13
     Section 4.15    No Short Selling .................................... 13

ARTICLE V         CONDITIONS PRECEDENT TO CLOSING......................... 14

     Section 5.1.    Conditions Precedent to Obligations of the Purchaser. 14
     Section 5.2.    Conditions Precedent to Obligations of the Company... 15


ARTICLE VI        TERMINATION............................................. 16


                                      -15-
<PAGE>

     Section 6.1.    Termination by Mutual Consent........................ 16
     Section 6.2.    Termination by the Company or the Purchaser.......... 16
     Section 6.3.    Termination by the Company........................... 16
     Section 6.4.    Termination by the Purchaser......................... 16

ARTICLE VII       MISCELLANEOUS........................................... 17

     Section 7.1.    Fees and Expenses.................................... 17
     Section 7.2.    Entire Agreement; Amendments......................... 18
     Section 7.3.    Notices.............................................. 18
     Section 7.4.    Amendments; Waivers.................................. 18
     Section 7.5.    Headings............................................. 19
     Section 7.6.    Successors and Assigns............................... 19
     Section 7.7.    No Third Party Beneficiaries......................... 19
     Section 7.8.    Governing Law........................................ 19
     Section 7.9.    Survival............................................. 19
     Section 7.10    Counterpart Signatures............................... 19
     Section 7.11.   Publicity............................................ 19
     Section 7.12    Severability......................................... 20
     Section 7.13.   Remedies............................................. 20


Exhibit A            Certificate of Designation
Exhibit B            Registration Rights Agreement
Exhibit C            Form of Opinion of Overton, Babiarz & Associate, P.C.
Exhibit D            Conversion Procedures
Exhibit E            Certificate of Officers of Wallstreet Racing Stables, Inc.

Schedule 3.1(a)      Subsidiaries
Schedule 3.1(c)      Capitalization
Schedule 3.1(f)      Required Consents and Approvals
Schedule 3.1(g)      Litigation

                                      -16-
<PAGE>


     CONVERTIBLE  PREFERRED  STOCK PURCHASE  AGREEMENT,  dated as of October 13,
2000  (this  "Agreement"),  by and among  Wallstreet  Racing  Stables,  Inc.,  a
Colorado,   a  corporation   (the   "Company"),   and  Global  Asset   Fund,(the
"Purchaser").

     WHEREAS,  the Company  desires to issue and sell to the  Purchaser  and the
Purchaser  desires  to  acquire  shares of the  Company's  Series A  Convertible
Preferred Stock, no par value per share (the "Preferred Stock").

     IN  CONSIDERATION  of the mutual  covenants and agreements set forth herein
and for  good and  valuable  consideration,  the  receipt  of  which  is  hereby
acknowledged, the parties agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

Section 1.1  Certain  Definitions.  As used in this  Agreement,  and  unless the
     context requires a different meaning, the following terms have the meanings
     indicated:

     "Affiliate" means, with respect to any Person, any Person that, directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
correlative meanings, the terms "controlled by" and "under common control with")
shall mean the  possession,  directly or  indirectly,  of the power to direct or
cause the  direction of the  management  and  policies of such  Person,  whether
through the ownership of voting securities or by contract or otherwise.

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the state of
Colorado are authorized or required by law or other government actions to close.

     "Closing" shall have the meaning set forth in Section 2.1(b).

     "Closing Date" shall have the meaning set forth in Section 2.1(b).

     "Certificate  of  Designation"  shall have the meaning set forth in Section
2.1(a).

     "Code" means the Internal  Revenue Code of 1986, as amended,  and the rules
and regulations thereunder as in effect on the date hereof.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock" means the Company's  common  stock,  par value [$. 001] per
share.

                                        1

                                      -17-

<PAGE>


     "Disclosure  Materials"  means,   collectively,   the  SEC  Documents,  the
disclosure package delivered to the Purchaser in connection with the offering by
the Company of the Shares and the Schedules to this Agreement furnished by or on
behalf of the Company pursuant to Section 3.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,  pledge,
encumbrance,  charge or security interest of any kind in or on such asset or the
revenues or income thereon or therefrom.

     "Material  Adverse  Effect"  shall  have the  meaning  set forth in Section
3.1(a).

     "NASD" means the National Association of Securities Dealers, Inc.

     "Per  Share  Consideration"  shall  have the  meaning  set forth in Section
2.1(a).

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Preferred Stock" shall have the meaning set forth in the recitals hereto.

     "Purchase Price" shall have the meaning set forth in Section 2.1(a).

     "Registration  Rights  Agreement" means the registration  rights agreement,
substantially in the form of Exhibit B, as the same may be amended, supplemented
or otherwise modified in accordance with its terms.

     "Required Approvals" shall have the meaning set forth in Section 3.1(f).

     "SEC Documents" shall have the meaning set forth in Section 3.1(l).

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares"  means the shares of Preferred  Stock  purchased by the  Purchaser
pursuant to this Agreement.

     "Subsidiaries" shall have the meaning set forth in Section 3.1(a).

     "Underlying  Shares" means the shares of Common Stock into which the Shares
are  convertible  in  accordance  with the terms hereof and the  Certificate  of
Designation.

                                        2

                                      -18-
<PAGE>

                                   ARTICLE II

                               PURCHASE OF SHARES
                              --------------------

     Section 2.1 Purchase of Shares; Closing.
                 ----------------------------

     (a)  Subject to the terms and  conditions  herein set  forth,  the  Company
          shall  issue  and  sell  to the  Purchaser,  and the  Purchaser  shall
          purchase from the Company on the Closing Date 200 Shares,  which shall
          have the respective  rights,  preferences  and privileges set forth in
          Exhibit A (the "Certificate of Designation"),  at a price per Share of
          US$50,000 (the "Per Share Consideration"). The Per Share Consideration
          multiplied  by the number of Shares to be purchased  by the  Purchaser
          hereunder is hereinafter referred to as the "Purchase Price."

     (b)  The closing of the  purchase  and sale of the Shares  (the  "Closing")
          shall take place at the offices of Overton, Babiarz & Associates, P.C.
          immediately  following  the  execution  hereof,  or at such other time
          and/or  place as the  Purchaser  and the Company may agree,  provided,
          however,  in no case shall the Closing take place later than the fifth
          day after the last of the conditions  listed in Article V is satisfied
          or  waived  by the  appropriate  party.  The  date of the  Closing  is
          hereinafter referred to as the "Closing Date".

     (c)  On or before  the tenth  consecutive  day after the  Closing,  (i) the
          Company  shall  deliver  to  the  Purchaser  (A)  one  or  more  stock
          certificates  representing the Shares purchased hereunder,  registered
          in the name of the Purchaser and (B) all  documents,  instruments  and
          writings required to have been delivered at or prior to Closing by the
          Company  pursuant to this Agreement,  (ii) the Purchaser shall deliver
          to the Company (A) the Purchase  Price as determined  pursuant to this
          Article I in United States dollars in immediately  available  funds by
          wire transfer to an account designated in writing by the Company prior
          to the  Closing  and  (B)  all  documents,  instruments  and  writings
          required  to  have  been  delivered  at or  prior  to  Closing  by the
          Purchaser pursuant to this Agreement.


                                   ARTICLE III

                          REPRESENTATION AND WARRANTIES
                        --------------------------------


     Section 3.1 Representations and Warranties of the Company.
                 ----------------------------------------------

         The Company hereby represents and warrants to the Purchaser as follows:

                                        3

                                      -19-

<PAGE>

          (a)  Organization  and  Qualification.  The Company is a  corporation,
               duly  incorporated,  validly  existing and in good standing under
               the  laws of the  jurisdiction  of its  incorporation,  with  the
               requisite  corporate  power  and  authority  to own  and  use its
               properties  and assets and to carry on its  business as currently
               conducted.  The  Company  has no  subsidiaries  other than as set
               forth in the SEC Documents or in Schedule  3.1(a)  (collectively,
               the  "Subsidiaries").  Each of the Subsidiaries is a corporation,
               duly  incorporated,  validly  existing and in good standing under
               the laws of the jurisdiction of its incorporation,  with the full
               corporate  power and authority to own and use its  properties and
               assets and to carry on its business as currently conducted.  Each
               of the  Company  and the  Subsidiaries  is duly  qualified  to do
               business and is in good standing as a foreign corporation in each
               jurisdiction  in which the nature of the  business  conducted  or
               property owned by it makes such qualification  necessary,  except
               where the failure to be so qualified or in good standing,  as the
               case  may  be,  could  not   reasonably   be  expected  to  have,
               individually  or in the aggregate,  a material  adverse effect on
               the  results  of  operations,  assets,  prospects,  or  financial
               condition of the Company and the  Subsidiaries,  taken as a whole
               (a "Material Adverse Effect").

          (b)  Authorization;   Enforcement.   The  Company  has  the  requisite
               corporate power and authority to enter into and to consummate the
               transactions  contemplated  hereby and by the Registration Rights
               Agreement  and otherwise to carry out its  obligations  hereunder
               and thereunder.  The execution and delivery of this Agreement and
               the  Registration   Rights  Agreement  by  the  Company  and  the
               consummation by it of the  transactions  contemplated  hereby and
               thereby have been duly authorized by all necessary  action on the
               part of the Company.  Each of this Agreement and the Registration
               Rights  Agreement  has been duly  executed  and  delivered by the
               Company and constitutes  the valid and binding  obligation of the
               Company  enforceable  against the Company in accordance  with its
               terms, except as such enforceability may be limited by applicable
               bankruptcy, insolvency,  reorganization,  moratorium, liquidation
               or  similar  laws   relating  to,  or  affecting   generally  the
               enforcement  of,  creditors'  rights  and  remedies  or by  other
               equitable principles of general application.

          (c)  Capitalization.  The authorized,  issued and outstanding  capital
               stock of the Company and each of the Subsidiaries is set forth in
               the SEC Documents  (as defined in paragraph  3.1(l)  herein).  No
               shares of Common  Stock are  entitled  to  preemptive  or similar
               rights.

               Except as specifically disclosed in the SEC Documents,  there are
               no outstanding options,  warrants, script rights to subscribe to,
               calls or commitments of any character whatsoever relating to, or,
               except  as a  result  of the  purchase  and  sale  of the  Shares
               hereunder,  securities, rights or obligations convertible into or
               exchangeable for, or giving any person any right to subscribe for
               or acquire any shares of Common Stock, or contracts, commitments,
               understandings,  or  arrangements  by which  the  Company  or any
               Subsidiary is or may become bound to issue  additional  shares of
               Common Stock, or securities or rights convertible or exchangeable
               into  shares  of  Common  Stock.  Neither  the  Company  nor  any
               Subsidiary  is in  violation  of  any of  the  provisions  of its
               respective certificate of incorporation,  bylaws or other charter
               documents.

                                        4

                                      -20-

<PAGE>

          (d)  Issuance of Shares. The Shares are duly authorized and, when paid
               for in accordance with the terms hereof, shall be validly issued,
               fully paid and  nonassessable.  The  Company has and at all times
               while the  Shares  are  outstanding  will  maintain  an  adequate
               reserve  of shares of Common  Stock to enable it to  perform  its
               obligations   under  this   Agreement  and  the   Certificate  of
               Designation. When issued in accordance with the terms hereof, the
               Underlying Shares will be duly authorized,  validly issued, fully
               paid and nonassessable.

          (e)  No Conflicts.  The  execution,  delivery and  performance of this
               Agreement and the  Registration  Rights  Agreement by the Company
               and  the   consummation  by  the  Company  of  the   transactions
               contemplated  hereby and thereby do not and will not (i) conflict
               with or violate any provision of its certificate of incorporation
               or bylaws or (ii) subject to obtaining  the consents  referred to
               in Section 3.1(f),  conflict with, or constitute a default (or an
               event which with  notice or lapse of time or both would  become a
               default)  under,  or give to others  any  rights of  termination,
               amendment,   acceleration  or  cancellation  of,  any  agreement,
               indenture or instrument to which the Company is a party, or (iii)
               to the knowledge of the Company result in a violation of any law,
               rule, regulation,  order, judgment,  injunction,  decree or other
               restriction of any court or  governmental  authority to which the
               Company is subject  (including  Federal and state securities laws
               and  regulations),  or by  which  any  property  or  asset of the
               Company  is  bound  or  affected,  except  in the case of each of
               clauses (ii) and (iii), such conflicts,  defaults,  terminations,
               amendments, accelerations,  cancellations and violations as would
               not,  individually or in the aggregate,  have a Material  Adverse
               Effect.  The  business of the Company is not being  conducted  in
               violation of any law, ordinance or regulation of any governmental
               authority,  except for violations  which,  individually or in the
               aggregate, do not have a Material Adverse Effect.

          (f)  Consents and Approvals. Neither the Company nor any Subsidiary is
               required to obtain any consent,  waiver,  authorization  or order
               of, or make any filing or  registration  with, any court or other
               federal,  state, local or other  governmental  authority or other
               Person in connection with the execution, delivery and performance
               by the  Company of this  Agreement  and the  Registration  Rights
               Agreement,  other than the filing of the  registration  statement
               covering the Underlying Shares with the Commission and the making
               of the applicable  blue-sky  filings under state securities laws,
               each as contemplated  by the  Registration  Rights  Agreement and
               other  than,  in all  cases,  where the  failure  to obtain  such
               consent, waiver,  authorization or order, or to give or make such
               notice  or  filing,  would  not  materially  impair  or delay the
               ability of the  Company to effect the  Closing and deliver to the
               Purchaser  the Shares free and clear of all Liens  (collectively,
               the "Required Approvals").

                                        5

                                      -21-

<PAGE>

          (g)  Litigation;  Proceedings. Except as specifically disclosed in the
               Disclosure  Materials,  there  is  no  action,  suit,  notice  of
               violation,  proceeding or  investigation  pending or, to the best
               knowledge of the  Company,  threatened  against or affecting  the
               Company  or any of its  Subsidiaries  or any of their  respective
               properties before or by any court, governmental or administrative
               agency or regulatory authority (Federal,  State, county, local or
               foreign)  which  (i)  relates  to  or  challenges  the  legality,
               validity or  enforceability  of this Agreement,  the Registration
               Rights Agreement or the Shares (ii) could, individually or in the
               aggregate,  have  a  Material  Adverse  Effect  or  (iii)  could,
               individually or in the aggregate,  materially  impair the ability
               of the Company to perform fully on a timely basis its obligations
               under this Agreement or the Registration Rights Agreement.

          (h)  No Default or Violation.  Neither the Company nor any  Subsidiary
               (i) is in default under or in violation of any indenture, loan or
               credit agreement or any other agreement or instrument to which it
               is a party  or by  which it or any of its  properties  is  bound,
               except  such  conflicts  or  defaults  as do not have a  Material
               Adverse  Effect,  (ii) is in violation of any order of any court,
               arbitrator or governmental body, except for such violations as do
               not have a Material  Adverse Effect,  or (iii) is in violation of
               any statute,  rule or  regulation of any  governmental  authority
               which could  (individually  or in the  aggregate)  (x)  adversely
               affect the legality, validity or enforceability of this Agreement
               or the Registration Rights Agreement, (y) have a Material Adverse
               Effect  or  (z)  adversely   impair  the  Company's   ability  or
               obligation  to perform  fully on a timely  basis its  obligations
               under this Agreement or the Registration Rights Agreement.

          (i)  Disclosure Materials. The Disclosure Materials do not contain any
               untrue statement of a material fact or omit to state any material
               fact necessary in order to make the statements  made therein,  in
               light of the  circumstances  under  which  they  were  made,  not
               misleading.

          (j)  Private  Offering.  Neither the Company nor any Person  acting on
               its behalf has taken or will take any action (including,  without
               limitation,  any offering of any  securities of the Company under
               circumstances   which  would  require  the  integration  of  such
               offering  with the  offering of the Shares  under the  Securities
               Act) which might  subject the  offering,  issuance or sale of the
               Shares  to the  registration  requirements  of  Section  5 of the
               Securities Act.

          (k)  SEC Documents.  The Company has filed all reports  required to be
               filed by it under the Exchange Act, including pursuant to Section
               13(a) or 15(d)  thereof,  for the two  years  preceding  the date
               hereof (or such shorter period as the Company was required by law
               to  file  such   material)   (the   foregoing   materials   being
               collectively  referred  to  herein as the "SEC  Documents")  on a
               timely basis,  or has received a valid  extension of such time of
               filing. As of their respective dates, the SEC Documents  complied
               in all material  respects with the requirements of the Securities
               Act and the  Exchange  Act and the rules and  regulations  of the
               Commission promulgated thereunder, and none of the SEC Documents,
               when filed,  contained any untrue statement of a material fact or
               omitted to state a material fact required to be stated therein or
               necessary in order to make the  statements  therein,  in light of

                                        6

                                      -22-

<PAGE>

               the circumstances under which they were made, not misleading. The
               financial statements of the Company included in the SEC Documents
               comply  as to  form  in all  material  respects  with  applicable
               accounting  requirements  and the published rules and regulations
               of the Commission with respect thereto. Such financial statements
               have  been  prepared  in  accordance   with  generally   accepted
               accounting  principles  applied on a consistent  basis during the
               periods  involved,  except as may be otherwise  indicated in such
               financial  statements or the notes thereto, and fairly present in
               all material respects the financial position of the Company as of
               and for the dates thereof and the results of operations  and cash
               flows  for  the  periods  then  ended,  subject,  in the  case of
               unaudited statements, to normal year-end audit adjustments. Since
               the date of the  financial  statements  included in the Company's
               last  filed  Quarterly  Report  on Form  10-Q,  there has been no
               event,  occurrence or development that has had a Material Adverse
               Effect  which  is  not  specifically  disclosed  in  any  of  the
               Disclosure Materials.

     Section 3.2 Representations and Warranties of the Purchaser.
                 ------------------------------------------------

     The Purchaser hereby represents and warrants to the Company as follows:

          (a)  Organization;  Authority. The Purchaser is a corporation duly and
               validly  existing  and in good  standing  under  the  laws of the
               jurisdiction  of  its   incorporation.   The  Purchaser  has  the
               requisite power and authority to enter into and to consummate the
               transactions  contemplated  hereby and by the Registration Rights
               Agreement  and otherwise to carry out its  obligations  hereunder
               and  thereunder.  The  purchase  of the  Shares by the  Purchaser
               hereunder has been duly authorized by all necessary action on the
               part of the Purchaser.

               Each of this Agreement and the Registration  Rights Agreement has
               been duly  executed  and  delivered  by the  Purchaser  or on its
               behalf and constitutes  the valid and legally binding  obligation
               of the Purchaser, enforceable against the Purchaser in accordance
               with its terms,  subject to  bankruptcy,  insolvency,  fraudulent
               transfer, reorganization,  moratorium and similar laws of general
               applicability   relating  to  or  affecting   creditors'   rights
               generally and to general principles of equity.

          (b)  Investment  Intent. The Purchaser is acquiring the Shares and the
               Underlying  Shares  for its own  account  (and/or  on  behalf  of
               managed accounts who are purchasing solely for their own accounts
               for investment) for investment  purposes only and not with a view
               to or for  distributing  or reselling  such Shares or  Underlying
               Shares  or  any  part  thereof  or  interest   therein,   without
               prejudice,  however,  to the  Purchaser's  right,  subject to the
               provisions  of  this  Agreement  and  the   Registration   Rights
               Agreement,  at all times to sell or  otherwise  dispose of all or
               any part of such Shares or  Underlying  Shares under an effective
               registration statement under the Securities Act and in compliance
               with applicable  State securities laws or under an exemption from
               such registration.

                                        7

                                      -23-
<PAGE>

          (c)  Purchaser  Status. At the time the Purchaser (and any account for
               which it is  purchasing)  was  offered  the  Shares,  it (and any
               account for which it is purchasing)  was, and at the date hereof,
               it (and any  account for which it is  purchasing)  is, and at the
               Closing  Date,  it (and any account  for which it is  purchasing)
               will be, an "accredited investor" as defined in Rule 501(a) under
               the Securities Act.

          (d)  Experience of Purchaser. The Purchaser,  either alone or together
               with its representatives,  has such knowledge, sophistication and
               experience in business and financial  matters so as to be capable
               of evaluating the merits and risks of the prospective  investment
               in the Shares,  and has so evaluated the merits and risks of such
               investment.

          (e)  Ability of Purchaser to Bear Risk of Investment. The Purchaser is
               able to bear the  economic  risk of an  investment  in the Shares
               and, at the present  time,  is able to afford a complete  loss of
               such investment.

          (f)  Prohibited  Transactions.  The  Shares  to be  purchased  by  the
               Purchaser are not being  acquired,  directly or indirectly,  with
               the assets of any "employee benefit plan",  within the meaning of
               Section 3(3) of the Employee  Retirement  Income  Security Act of
               1974, as amended.

          (g)  Access to Information.  The Purchaser acknowledges receipt of the
               Disclosure  Materials and further  acknowledges  that it has been
               afforded  (i) the  opportunity  to ask such  questions  as it has
               deemed necessary of, and to receive answers from, representatives
               of  the  Company  concerning  the  terms  and  conditions  of the
               offering of the Shares and the merits and risks of  investing  in
               the Shares;  (ii) access to information about the Company and the
               Company's financial condition,  results of operations,  business,
               properties,  management and prospects  sufficient to enable it to
               evaluate  its  investment  in the  Common  Stock;  and  (iii) the
               opportunity  to  obtain  such  additional  information  which the
               Company possesses or can acquire without  unreasonable  effort or
               expense that is necessary to make an informed investment decision
               with  respect  to the  Shares  and to  verify  the  accuracy  and
               completeness  of the  information  contained  in  the  Disclosure
               Materials.

          (h)  Reliance. The Purchaser understands and acknowledges that (i) the
               Shares are being offered and sold, and the Underlying  Shares are
               being offered,  to it without  registration  under the Securities
               Act in a private  placement that is exempt from the  registration
               provisions of the  Securities  Act and (ii) the  availability  of
               such  exemption,  depends in part on, and that the  Company  will
               rely  upon  the  accuracy  and  truthfulness  of,  the  foregoing
               representations   and  the  Purchaser  hereby  consents  to  such
               reliance.

               The Company  acknowledges  and agrees that the Purchaser makes no
               representation  or  warranty  with  respect  to the  transactions
               contemplated  hereby other than those  specifically  set forth in
               Article III herein.

                                        8

                                      -24-

<PAGE>

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

     Section 4.1 Transfer Restrictions.
                 ----------------------

          If the  Purchaser  should decide to dispose of any of the Shares to be
          purchased by it hereunder (and upon conversion thereof, any Underlying
          Shares),  the Purchaser  understands and agrees that it may do so only
          (i)  pursuant  to  an  effective   registration  statement  under  the
          Securities  Act, (ii) to the Company or (iii) pursuant to an available
          exemption from  registration  under the Securities  Act. In connection
          with any  transfer of any Shares  other than  pursuant to an effective
          registration statement or to the Company, the Company may require that
          the  transferor  of such  Shares  provide to the Company an opinion of
          counsel  experienced  in the area of  United  States  securities  laws
          selected by the  transferor,  the form and  substance of which opinion
          shall be, reasonably  satisfactory to the Company,  to the effect that
          such transfer does not require  registration  of such Shares under the
          Securities Act or any State securities laws.

          The Purchaser agrees to the imprinting, so long as appropriate, of the
          following legend on certificates representing the Shares:

          NEITHER  THESE   SECURITIES  NOR  THE  SECURITIES   INTO  WHICH  THESE
          SECURITIES ARE  CONVERTIBLE  HAVE BEEN  REGISTERED WITH THE SECURITIES
          AND EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE IN
          RELIANCE  UPON AN  EXEMPTION  FROM  REGISTRATION  UNDER  REGULATION  D
          PROMULGATED  UNDER THE U.S.  SECURITIES  ACT OF 1933,  AS AMENDED (THE
          "SECURITIES ACT"), AND,  ACCORDINGLY,  THEY MAY NOT BE OFFERED OR SOLD
          WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
          PERSONS  EXCEPT  AS  SET  FORTH  IN  THE  FOLLOWING  SENTENCE.  BY ITS
          ACCEPTANCE  HEREOF, THE HOLDER OF THESE SECURITIES AGREES THAT IT WILL
          NOT RESELL,  PLEDGE OR  OTHERWISE  TRANSFER  THESE  SECURITIES  OR THE
          SECURITIES  INTO WHICH THESE  SECURITIES ARE  CONVERTIBLE,  EXCEPT (A)
          PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
          ACT, OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
          THE SECURITIES ACT. IF THE PROPOSED  TRANSFER IS TO BE MADE OTHER THAN
          PURSUANT TO CLAUSE (A) OR (B) ABOVE,  THE HOLDER  MUST,  PRIOR TO SUCH
          TRANSFER,   FURNISH  TO  THE  COMPANY  AND  THE  TRANSFER  AGENT  SUCH
          CERTIFICATIONS,  LEGAL  OPINIONS  OR  OTHER  INFORMATION  AS THEY  MAY
          REASONABLY  REQUIRE  TO  CONFIRM  THAT  SUCH  TRANSFER  IS BEING  MADE
          PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
          REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,  THE
          TERMS  "UNITED  STATES" AND "U.S.  PERSON" HAVE THE MEANINGS  GIVEN TO
          THEM BY RULE 902 PROMULGATED UNDER THE SECURITIES ACT.

                                        9

                                      -25-

<PAGE>

          The  legend  set forth  above may be  removed  if and when the  Shares
          represented by such certificate or the Underlying  Shares, as the case
          may  be,  are  disposed  of  pursuant  to  an  effective  registration
          statement under the Securities Act or in the opinion of counsel to the
          Company  experienced in the area of United States securities laws such
          legend is no longer  required  under  applicable  requirements  of the
          Securities Act. The stock certificates representing the Shares and the
          Underlying  Shares  shall  also bear any  other  legends  required  by
          applicable  Federal or state  securities  laws,  which  legends may be
          removed  when,  in  the  opinion  of  counsel  to the  Company  in the
          applicable  securities laws, such legends are no longer required under
          the  applicable  requirements  of such  securities  laws.  The Company
          agrees  that it will  provide  the  Purchaser,  upon  request,  with a
          substitute stock certificate or certificates, free from such legend at
          such time as such legend is no longer applicable. The Purchaser agrees
          that, in connection  with any transfer of Shares or Underlying  Shares
          by it  pursuant  to an  effective  registration  statement  under  the
          Securities  Act,  Purchaser will comply with all  prospectus  delivery
          requirements   of  the   Securities   Act.   The   Company   makes  no
          representation,  warranty or agreement as to the  availability  of any
          exemption from  registration  under the Securities Act with respect to
          any resale of Shares or Underlying Shares.


     Section 4.2 Stop Transfer Instruction.
                 --------------------------

          The  Purchaser  agrees  that the  Company  shall be entitled to make a
          notation on its records and give instructions to any transfer agent of
          the Company in order to  implement  the  restrictions  on transfer set
          forth in this Agreement.


     Section 4.3 Furnishing of Information.
                 --------------------------

          As  long  as the  Purchaser  owns  Shares  or  Underlying  Shares,  if
          requested the Company will promptly furnish to it all reports filed by
          the Company pursuant to Section 13(a) or 15(d) of the Exchange Act (or
          if the Company is not at the time required to file reports pursuant to
          such  sections,  annual  and  quarterly  reports  comparable  to those
          required by Section 13(a) or 15(d) of the Exchange Act).

     Section 4.4 Notice of Certain Events.
                 -------------------------
          The Company shall (i) advise the Purchaser  promptly  after  obtaining
          knowledge  thereof,  and, if requested by the Purchaser,  confirm such
          advice  in  writing,  of (A)  the  issuance  by any  state  securities
          commission of any stop order suspending the qualification or exemption
          from  qualification  of the Shares or the Common Stock for offering or
          sale in any jurisdiction, or the initiation of any proceeding for such
          purpose  by  any  state  securities  commission  or  other  regulatory
          authority,  or (B) any event  that makes any  statement  of a material
          fact made in the  Disclosure  Materials  untrue or that  requires  the
          making of any additions to or changes in the  Disclosure  Materials in
          order  to  make  the   statements   therein,   in  the  light  of  the
          circumstances under which they are made, not misleading,  (ii) use its
          best  efforts  to  prevent  the  issuance  of any stop  order or order
          suspending the  qualification  or exemption from  qualification of the
          Shares or the  Common  Stock  under any state  securities  or Blue Sky
          laws,  and (iii) if at any time any  state  securities  commission  or
          other  regulatory  authority  shall  issue  an  order  suspending  the
          qualification  or exemption  from  qualification  of the Shares or the
          Common  Stock under any such laws,  use its best efforts to obtain the
          withdrawal or lifting of such order at the earliest possible time.

                                       10

                                      -26-

<PAGE>

     Section 4.5 Copies and Use of Disclosure Materials.
                 ---------------------------------------
          The Company  shall  furnish the  Purchaser,  without  charge,  as many
          copies of the Disclosure Materials,  and any amendments or supplements
          thereto, as the Purchaser may reasonably request. The Company consents
          to  the  use of the  Disclosure  Materials,  and  any  amendments  and
          supplements  thereto,  by the Purchaser in connection  with resales of
          the  Shares  or  the  Underlying  Shares  other  than  pursuant  to an
          effective registration statement.

     Section 4.6 Modification to Disclosure Materials.
                 -------------------------------------
          If any  event  shall  occur as a result of  which,  in the  reasonable
          judgment  of the Company or the  Purchaser,  it becomes  necessary  or
          advisable to amend or supplement the Disclosure  Materials in order to
          make the statements  therein, in the light of the circumstances at the
          time the Disclosure  Materials  were  delivered to the Purchaser,  not
          misleading,  or  if  it  is  necessary  to  amend  or  supplement  the
          Disclosure  Materials to comply with applicable law, the Company shall
          promptly  prepare  an  appropriate  amendment  or  supplement  to  the
          Disclosure Materials (in form and substance reasonably satisfactory to
          the  Purchaser)  so  that  (i)  as  so  amended  or  supplemented  the
          Disclosure  Materials will not include an untrue statement of material
          fact or omit to state a material  fact  necessary in order to make the
          statements therein, in the light of the circumstances  existing at the
          time it is  delivered  to  Purchaser,  not  misleading  and  (ii)  the
          Disclosure Materials will comply with applicable law.

     Section 4.7 Blue Sky Laws.
                 --------------
          The Company shall  cooperate with the Purchaser in connection with the
          qualification  of the  Shares  and the  Underlying  Shares  under  the
          securities or Blue Sky laws of such jurisdictions as the Purchaser may
          request and to continue  such  qualification  at all times through the
          third anniversary of the Closing Date; provided, however, that neither
          the Company  nor its  Subsidiaries  shall be  required  in  connection
          therewith to qualify as a foreign  corporation  where they are not now
          so qualified.

     Section 4.8 Integration.
                  -----------
          The Company shall not and shall use its best efforts to ensure that no
          Affiliate  shall  sell,  offer  for sale or  solicit  offers to buy or
          otherwise  negotiate in respect of any security (as defined in Section
          2 of the  Securities  Act) that would be integrated  with the offer or
          sale of the  Shares or the  Underlying  Shares in a manner  that would
          require the  registration  under the Securities Act of the sale of the
          Shares or Underlying Shares to the Purchaser.

                                       11

                                      -27-

<PAGE>


     Section 4.9 Furnishing of Rule 144A Materials.
                 ----------------------------------
          The  Company  shall,  for so long as any of the  Shares or  Underlying
          Shares  remain  outstanding  and  during any period in which it is not
          subject to Section 13 or 15(d) of the Exchange Act, make  available to
          any  registered  holder of Shares or  Underlying  Shares in connection
          with any sale thereof and any prospective  purchaser of such Shares or
          Underlying  Shares from such  Person,  the  following  information  in
          accordance  with Rule  144A(d)(4)  under the  Securities  Act: a brief
          statement  of the  nature  of the  business  of the  Company  and  the
          products and services it offers and the Company's  most recent audited
          balance  sheet and profit and loss and retained  earnings  statements,
          and  similar  audited  financial  statements  for such part of the two
          preceding fiscal years as the Company has been in operation.

     Section 4.10 Solicitation Materials.
                 ------------------------
          The  Company  shall  not (i)  distribute  any  offering  materials  in
          connection  with the  offering  and sale of the  Shares or  Underlying
          Shares other than the  Disclosure  Materials  and any  amendments  and
          supplements  thereto  prepared in compliance  herewith or (ii) solicit
          any offer to buy or sell the Shares or  Underlying  Shares by means of
          any form of general solicitation or advertising.

     Section 4.11 Subsequent Financial Statements.
                 ---------------------------------
          The Company shall furnish to the  Purchaser,  promptly  after they are
          filed with the Commission,  a copy of all financial statements for any
          period  subsequent to the period  covered by the financial  statements
          included in the Disclosure Materials.

     Section 4.12 From the date hereof  through the  Closing  Date,  the Company
          shall not and shall cause the Subsidiaries not to, without the consent
          of the Purchaser,  (i) amend its Certificate of Incorporation,  bylaws
          or other charter documents so as to adversely affect any rights of the
          Purchaser;  (ii) split,  combine or reclassify its outstanding capital
          stock;  (iii)  declare,  authorize,  set aside or pay any  dividend or
          other  distribution  with  respect to the Common  Stock;  (iv) redeem,
          repurchase or offer to repurchase or otherwise  acquire  shares of its
          Common Stock other than in payment of short swing  profits owed to the
          Company  pursuant to Section  16(b) of the Exchange  Act; or (v) enter
          into any agreement with respect to any of the foregoing.

                                       12

                                      -28-

<PAGE>

     Section 4.13 Listing of Underlying Shares.
                 ------------------------------
          The Company  shall take all steps  necessary  to cause the  Underlying
          Shares to be approved for listing on THE NASDAQ OTC Bulletin Board (or
          other national securities exchange or market on which the Common Stock
          is  listed)  no later  than the first day after  which  shares  may be
          converted  hereunder  by  the  Purchaser,  and  shall  provide  to the
          Purchaser evidence of such listing.

     Section 4.14 Conversion Procedures.
                 -----------------------
          Exhibit D attached  hereto sets forth the  procedures  with respect to
          the conversion of the Shares, including the forms of conversion notice
          to be provided upon conversion,  instructions as to the procedures for
          conversion,  the form of legal  opinion,  if necessary,  that shall be
          rendered to the Company's  transfer  agent and such other  information
          and  instructions  as  may  be  reasonably  necessary  to  enable  the
          Purchaser   to  exercise   its  right  of   conversion   smoothly  and
          expeditiously.

     Section 4.15 No Short Selling.
                 ------------------
          Prior to 90 days  following  the  Original  Issue  Date or during  the
          five-day  trading period in which the conversion  price is calculated,
          as  defined  in the  Certificate  of  Designation  for  The  Series  A
          Convertible  Preferred Stock,  Purchaser covenants that neither it nor
          its advisors nor any of its  affiliates  will sell short any shares of
          the Company's stock at any time.

                                       13

                                      -29-

<PAGE>

                                    ARTICLE V

                         CONDITIONS PRECEDENT TO CLOSING

     Section 5.1 Conditions Precedent to Obligations of the Purchaser.
                 -----------------------------------------------------
          The  obligation  of the Purchaser to purchase the Shares is subject to
          the  satisfaction  or  waiver  by the  Purchaser,  at or  prior to the
          Closing, of each of the following conditions:

          (a)  Legal  Opinion.  The  Purchaser  shall  have  received  the legal
               opinion,  addressed to it and dated the Closing Date, of Overton,
               Babiarz   &   Associates,   P.C.,   counsel   for  the   Company,
               substantially in the form of Exhibit C;

          (b)  Accuracy of the Company's  Representations  and  Warranties.  The
               representations  and warranties of the Company  contained  herein
               and in the  Registration  Rights  Agreement  shall  be  true  and
               correct in all material  respects as of the date when made and as
               of the  Closing  Date as though  made at that time  (except  that
               representations  and  warranties  that are made as of a  specific
               date need be true in all material respects only as of such date);

          (c)  Performance  by the Company.  The Company  shall have  performed,
               satisfied  and  complied  in  all  material   respects  with  all
               covenants,  agreements and conditions  required by this Agreement
               and the Registration Rights Agreement to be performed,  satisfied
               or complied with by the Company at or prior to the Closing;

          (d)  No  Material  Adverse  Effect.  Since  the date of the  financial
               statements  included in the Company's last filed Quarterly Report
               on Form 10-Q, no event which had a Material  Adverse Effect shall
               have occurred which is not disclosed in the Disclosure Materials;

          (e)  No Prohibitions.  The purchase of and payment for the Shares (and
               upon conversion  thereof,  the Underlying  Shares)  hereunder (i)
               shall not be prohibited or enjoined  (temporarily or permanently)
               by any applicable law or  governmental  regulation and (ii) shall
               not subject the  Purchaser to any penalty,  or in its  reasonable
               judgment,  other  onerous  condition  under  or  pursuant  to any
               applicable law or governmental  regulation that would  materially
               reduce the  benefits  to the  Purchaser  of the  purchase  of the
               Shares or the Underlying  Shares  (provided,  however,  that such
               regulation,  law or onerous  condition  was not in effect in such
               form at the date of this Agreement);

                                       14

                                      -30-

<PAGE>

          (f)  Company  Certificates.   The  Purchaser  shall  have  received  a
               certificate,  dated the Closing Date,  signed by the Secretary or
               an  Assistant  Secretary of the Company and  certifying  (i) that
               attached thereto is a true,  correct and complete copy of (A) the
               Company's  Certificate of  Incorporation,  as amended to the date
               thereof,  (B) the  Company's  By-Laws,  as  amended  to the  date
               thereof,  and  (C)  resolutions  duly  adopted  by the  Board  of
               Directors of the Company  authorizing  the execution and delivery
               of this Agreement and the  Registration  Rights Agreement and the
               issuance  and sale of the  Shares and the  Underlying  Shares and
               (ii) the incumbency of officers  executing this Agreement and the
               Registration Rights Agreement;

          (g)  Registration  Rights  Agreement.  The Company shall have executed
               the Registration Rights Agreement;

          (h)  No Suspensions of Trading in Common Stock.  Trading in the Common
               Stock shall not have been suspended by the Commission or the NASD
               or other  exchange or market on which the Common  Stock is listed
               or quoted  (except  for any  suspension  of  trading  of  limited
               duration solely to permit  dissemination of material  information
               regarding the Company);

          (i)  Required  Approvals.  All  Required  Approvals  shall  have  been
               obtained; and

          (j)  Delivery of Stock Certificates.  The Company shall have delivered
               to  the  Purchaser  the  stock  certificate(s)  representing  the
               Shares,  registered in the name of the Purchaser on or before the
               tenth day immediately  following the closing in form satisfactory
               to the Purchaser.

     Section 5.2 Conditions Precedent to Obligations of the Company.
                 ---------------------------------------------------
          The  obligation of the Company to issue and sell the Shares  hereunder
          is subject to the satisfaction or waiver by the Company,  at or to the
          Closing, of each of the following conditions:

          (a)  Accuracy of the Purchaser's  Representations and Warranties.  The
               representations and warranties of the Purchaser shall be true and
               correct in all material  respects as of the date when made and as
               of the  Closing  Date as though  made at that time  (except  that
               representations  and  warranties  that are made as of a  specific
               date need be true in all material respects only as of such date);

          (b)  Performance by the Purchaser. The Purchaser shall have performed,
               satisfied  and  complied  in  all  material   respects  with  all
               covenants,  agreements and conditions  required by this Agreement
               and the Registration Rights Agreement to be performed,  satisfied
               or complied with by it at or prior to the Closing; and

          (c)  No  Prohibitions.  The sale of the  Shares  (and upon  conversion
               thereof,  the  Underlying  Shares)  hereunder  (i)  shall  not be
               prohibited  or  enjoined  (temporarily  or  permanently)  by  any
               applicable  law or  governmental  regulation  and (ii)  shall not
               subject  the  Company  to  any  penalty,  or  in  its  reasonable
               judgment,  any other onerous  condition  under or pursuant to any
               applicable law or governmental  regulation that would  materially
               reduce the  benefits  to the Company of the sale of Shares or the
               Underlying Shares to the Purchaser (provided,  however, that such
               regulation,  law or onerous  condition  was not in effect in such
               form at the date of this Agreement).

                                       15

                                      -31-

<PAGE>

                                   ARTICLE VI

                                   TERMINATION

     Section 6.1 Termination by Mutual Consent.
                 ------------------------------
          This  Agreement  may be terminated at any time prior to Closing by the
          mutual consent of the Company and the Purchaser.

     Section 6.2 Termination by the Company or the Purchaser.
                 --------------------------------------------
          This  Agreement  may be  terminated  prior to  Closing  by either  the
          Company or the Purchaser, by giving written notice of such termination
          to the other party, if:

          (a)  the  Closing  shall  not have  occurred  by  November  15,  2000;
               provided  that the  terminating  party  is not  then in  material
               breach of its obligations under this Agreement in any manner that
               shall have caused the failure referred to in this paragraph (a);

          (b)  there shall be in effect any  statute,  rule,  law or  regulation
               that  prohibits  the  consummation  of  the  Closing  or  if  the
               consummation  of the Closing  would  violate  any  non-appealable
               final judgment,  order, decree, ruling or injunction of any court
               of or governmental authority having competent jurisdiction; or

          (c)  there  shall  have  been  an  amendment  to  Regulation  D or  an
               interpretive release promulgated or issued thereunder,  which, in
               the  reasonable   judgment  of  the  terminating   party,   would
               materially adversely affect the transactions  contemplated hereby
               and by the Registration Rights Agreement.

     Section 6.3 Termination by the Company.
                 ---------------------------
          This Agreement may be terminated  prior to Closing by the Company,  by
          giving notice of such  termination to the Purchaser,  if the Purchaser
          has  materially  breached any  representation,  warranty,  covenant or
          agreement  contained  in this  Agreement  or the  Registration  Rights
          Agreement  and such  breach is not cured  within  five  business  days
          following receipt by the Purchaser of notice of such breach.

     Section 6.4 Termination by the Purchaser.
                 -----------------------------
          This Agreement may be terminated prior to Closing by the Purchaser, by
          giving notice of such termination to the Company, if:

          (a)  the Company has breached any representation,  warranty,  covenant
               or  agreement  contained in this  Agreement  or the  Registration
               Rights  Agreement  and  such  breach  is not  cured  within  five
               business days following  receipt by the Company of notice of such
               breach;

          (b)  there  has  occurred  an event  since  the date of the  financial
               statements  included in the Company's last filed Quarterly Report
               on  Form  10-Q  which  could  reasonably  be  expected  to have a
               Material  Adverse  Effect  and  which  is  not  disclosed  in the
               Disclosure Materials; or

          (c)  trading in the Common Stock has been  suspended by the Commission
               or the NASD or other exchange or market on which the Common Stock
               is listed or quoted  (except  for any  suspension  of  trading of
               limited  duration  solely to  permit  dissemination  of  material
               information regarding the Company).

                                       16

                                      -32-

<PAGE>

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1 Fees and Expenses.
                 ------------------
          Each party shall pay the fees and expenses of its  advisers,  counsel,
          accountants and other experts, if any, and all other expenses incurred
          by such party  incident to the  negotiation,  preparation,  execution,
          delivery and performance of this Agreement.  The Company shall pay all
          stamp  and other  taxes  and  duties  levied  in  connection  with the
          issuance of the Shares (and upon  conversion  thereof,  the Underlying
          Shares)  pursuant  hereto.  The Purchaser shall be responsible for its
          own tax  liability  that  may  arise  as a  result  of the  investment
          hereunder or the transactions contemplated by this Agreement.  Whether
          or not the transactions contemplated by this Agreement are consummated
          or this Agreement is terminated,  the Company shall pay (i) all costs,
          expenses,  fees and all taxes incident to and in connection  with: (A)
          the preparation, printing and distribution of the Disclosure Materials
          and  all  amendments  and  supplements  thereto  (including,   without
          limitation,  financial  statements and exhibits),  and all preliminary
          and final  Blue Sky  memoranda  and all other  agreements,  memoranda,
          correspondence   and  other   documents   prepared  and  delivered  in
          connection  herewith  (B) the issuance and delivery of the Shares and,
          upon conversion  thereof,  the Underlying  Shares, (C) furnishing such
          copies of the Disclosure  Materials and all amendments and supplements
          thereto,  as may reasonably be requested for use in  connection,  with
          resales of the Shares and, upon  conversion  thereof,  the  Underlying
          Shares,  and (D) the preparation of  certificates  for the Shares and,
          upon conversion  thereof,  the Underlying Shares  (including,  without
          limitation,  printing  and  engraving  thereof),  (ii)  all  fees  and
          expenses of the counsel and  accountants  of the Company and (iii) all
          expenses  and listing  fees in  connection  with the  application  for
          quotation of the  underlying  Shares in the American Stock Exchange or
          the NASDAQ National Market.

                                       17

                                      -33-

<PAGE>


     Section 7.2 Entire Agreement; Amendments.
                 -----------------------------
          This  Agreement,  together  with the  Exhibits,  Annexes and Schedules
          hereto,  and the  Registration  Rights  Agreement  contain  the entire
          understanding of the parties with respect to the subject matter hereof
          and  supersede  all  prior  agreements  and  understandings,  oral  or
          written, with respect to such matters.

     Section 7.3 Notices.
                 --------
          Any notice or other  communication  required or  permitted to be given
          hereunder  shall be in  writing  and  shall  be  deemed  to have  been
          received (a) upon hand delivery (receipt  acknowledged) or delivery by
          telex (with correct answer back received), telecopy or facsimile (with
          transmission  confirmation report) at the address or number designated
          below (if  delivered on a business day during  normal  business  hours
          where  such  notice  is to be  received),  or the first  business  day
          following  such  delivery (if  delivered  other than on a business day
          during normal  business  hours where such notice is to be received) or
          (b) on the  second  business  day  following  the date of  mailing  by
          express courier service, fully prepaid,  addressed to such address, or
          upon actual receipt of such mailing,  whichever shall first occur. The
          addresses for such communications shall be:

     If to the Company:
                                                 Pipeline Technologies, Inc.
                                                 1001 Kings Avenue
                                                 Jacksonville, FL  32207

                                                 Attn: Timothy Murtaugh



     With copies to:                            --------------------------------

                                                --------------------------------

                                                --------------------------------

                                           Attn:
                                                --------------------------------



     If to the Purchaser:                       Global Development Group
                                                --------------------------------
                                                21 Rue Aldrigon
                                                --------------------------------
                                                L-2018 Luxembeurg
                                                --------------------------------

                                           Attn: Gunther Schmidt
                                                --------------------------------



     With copies to:                            Law Offices of Alan Glueck
                                                --------------------------------
                                                2404 Hollywood
                                                --------------------------------
                                                Hollywood, FL 33020
                                                --------------------------------

                                           Attn:  Cecil Winters
                                                --------------------------------

          or such other address as may be designated  in writing  hereafter,  in
          the same manner, by such person.

     Section 7.4 Amendments; Waivers.
                 --------------------
          No provision of this  Agreement  may be waived or amended  except in a
          written  instrument  signed, in the case of an amendment,  by both the
          Company and the Purchaser,  or, in the case of a waiver,  by the party
          against whom  enforcement  of any such waiver is sought.  No waiver of
          any default with respect to any provision, condition or requirement of
          this Agreement shall be deemed to be a continuing waiver in the future
          or a waiver of any other provision,  condition or requirement  hereof,
          nor shall any delay or omission of either  party to exercise any right
          hereunder in any manner impair the exercise of any such right accruing
          to it thereafter.

                                       18

                                      -34-

<PAGE>

     Section 7.5 Headings.
                 --------
          The headings herein are for convenience only, do not constitute a part
          of this  Agreement  and shall not be deemed to limit or affect  any of
          the provisions hereof.

     Section 7.6 Successors and Assigns.
                 -----------------------
          This  Agreement  shall be binding upon and inure to the benefit of the
          parties  and their  successors  and  permitted  assigns.  Neither  the
          Company nor the Purchaser  may assign this  Agreement or any rights or
          obligations  hereunder without the prior written consent of the other.
          The  assignment by a party of this  Agreement or any rights  hereunder
          shall not affect the obligations of such party under this Agreement.

     Section 7.7 No Third Party Beneficiaries.
                 -----------------------------
          This  Agreement is intended for the benefit of the parties  hereto and
          their respective  permitted  successors and assigns and is not for the
          benefit of, nor may any  provision  hereof be  enforced  by, any other
          person.

     Section 7.8 Governing Law.
                 --------------
          This  Agreement  shall be governed by and  construed  and  enforced in
          accordance  with the  internal  laws of the State of Colorado  without
          regard to the principles of conflicts of law thereof.

     Section 7.9 Survival.
                 ---------
          The  representations  and  warranties of the Company and the Purchaser
          contained  in Article  III and the  agreements  and  covenants  of the
          parties contained in Article IV and this Article VII shall survive the
          Closing  (or  any  earlier  termination  of  this  Agreement)  and any
          conversion of Shares hereunder.

     Section 7.10 Counterpart Signatures.
                 ------------------------
          This  Agreement  may be executed in two or more  counterparts,  all of
          which  when  taken  together  shall  be  considered  one and the  same
          agreement  and shall  become  effective  when  counterparts  have been
          signed  by each  party and  delivered  to the  other  party,  it being
          understood  that both parties need not sign the same  counterpart.  In
          the event that any  signature is delivered by facsimile  transmission,
          such  signature  shall  create a valid and binding  obligation  of the
          party  executing  (or on whose behalf such  signature is executed) the
          same with the same  force and  effect as if such  facsimile  signature
          page were an original thereof.

     Section 7.11 Publicity.
                 -----------
          The Company and the Purchaser shall consult with each other in issuing
          any press releases or otherwise making public  statements with respect
          to the transactions  contemplated hereby and neither party shall issue
          any such press  release or  otherwise  make any such public  statement
          without the prior  written  consent of the other,  which consent shall
          not be unreasonably withheld or delayed.

                                       19

                                      -35-

<PAGE>

     Section 7.12 Severability.
                 --------------
          In case any one or more of the provisions of this  Agreement  shall be
          invalid  or   unenforceable   in  any   respect,   the   validity  and
          enforceability of the remaining terms and provisions of this Agreement
          shall not in any way be affecting or impaired  thereby and the parties
          will  attempt to agree upon a valid and  enforceable  provision  which
          shall be a reasonable substitute therefor, and upon so agreeing, shall
          incorporate such substitute provision in this Agreement.

     Section 7.13 Remedies.
                 ----------
          In addition to being entitled to exercise all rights  provided  herein
          or granted by law, including  recovery of damages,  the Purchaser will
          be entitled to specific  performance of the obligations of the Company
          under this  Agreement  and the  Company  will be  entitled to specific
          performance of the obligations of the Purchaser hereunder with respect
          to the subsequent  transfer of Shares and the Underlying Shares.  Each
          of the Company and the Purchaser  agrees that  monetary  damages would
          not be adequate  compensation  for any loss  incurred by reason of any
          breach of its  obligations  described  in the  foregoing  sentence and
          hereby agrees to waive in any action for specific  performance  of any
          such obligation the defense that a remedy at law would be adequate.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first indicated above.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                                WALLSTREET RACING STABLES, INC.

                                             By:  /s/ Timothy Murtaugh, Presdent
                                                 -------------------------------
                                                  Timothy Murtaugh
                                                  President and CEO


                                                 Global Asset Fund AG
                                                 -------------------------------
                                                                     (PURCHASER)

                                             By: /s/ Gunther Schmidt
                                                 -------------------------------
                                                 Authorized Signatory

                                       20

                                      -36-
<PAGE>


                                    EXHIBIT A
================================================================================


                          CERTIFICATE OF DESIGNATION OF
                     SERIES A CONVERTIBLE PREFERRED STOCK OF

                         WALLSTREET RACING STABLES, INC.

     The undersigned, Timothy Murtaugh and Robert Maige, hereby certify that:

          I. They are the duly elected and acting  President and Chief Financial
     Officer,  respectively,  of  Wallstreet  Racing  Stables,  Inc., a Colorado
     corporation (the "Company").

          II.  The  Certificate  of  Incorporation  of  the  Company  authorizes
     5,000,000 shares of preferred stock, no par value per share.

          III.  The  following is a true and correct  copy of  resolutions  duly
     adopted by the Board of  Directors  at a meeting duly held October 2, 2000,
     which  constituted  all  requisite  action on the part of the  Company  for
     adoption of such resolutions.

                                   RESOLUTIONS

     WHEREAS,  the Board of Directors of the Company (the "Board of  Directors")
is  authorized  to provide for the issuance of the shares of Preferred  Stock in
series, and by filing a certificate  pursuant to the applicable law of the State
of Colorado,  to establish from time to time the number of shares to be included
in each such series, and to fix the designations, powers, preferences and rights
of the  shares  of each  such  series  and the  qualifications,  limitations  or
restrictions thereof;

     WHEREAS,  the Board of  Directors  desires,  pursuant to its  authority  as
aforesaid,  to  designate  a new series of  preferred  stock,  set the number of
shares constituting such series and fix the rights, preferences,  privileges and
restrictions of such series.

     NOW,  THEREFORE,  BE IT  RESOLVED,  that  the  Board  of  Directors  hereby
designates a new series of preferred stock and the number of shares constituting
such series,  and fixes the rights,  preferences,  privileges  and  restrictions
relating to such series as follows:

     Designation,  Amount and Par Value.  The series of Preferred Stock shall be
designated as the Series A Convertible  Preferred Stock (the "Preferred Stock"),
and the number of shares so designated shall be 200. The par value of each share
of Preferred  Stock shall be $0.00.  Each share of Preferred  Stock shall have a
stated value of $50,000.00 per share (the "Stated Value").


Section 2. Dividends.
           ---------

                                      -37-
<PAGE>


     (a) Holders of  Preferred  Stock shall be entitled to receive,  when and as
declared by the Board of Directors out of funds legally available therefor,  and
the  Company  shall  pay,  cumulative  dividends  at the  rate per  share  (as a
percentage  of the Stated Value per share) equal to 12% per annum,  payable,  in
cash or shares of Common Stock, in arrears  quarterly and on the Conversion Date
(as  hereinafter  defined).  Dividends on the Preferred Stock shall accrue daily
commencing the Original Issue Date (as defined in Section 6) and shall be deemed
to accrue on such date  whether or not  earned or  declared  and  whether or not
there are profits,  surplus or other funds of the Company legally  available for
the  payment  of  dividends.  The party  that  holds the  Preferred  Stock on an
applicable record date for any dividend payment will be entitled to receive such
dividend  payment and any other accrued and unpaid dividends which accrued prior
to such dividend payment date, without regard to any sale or disposition of such
Preferred  Stock  subsequent  to the  applicable  record  date but  prior to the
applicable dividend payment date. Except as otherwise provided herein, if at any
time the Company pays less than the total  amount of  dividends  then accrued to
any class of Preferred  Stock,  such payment shall be distributed  ratably among
the holders of such class based upon the number of shares held by each holder.

     (b) So long as any Preferred shall remain outstanding,  neither the Company
nor any subsidiary thereof shall redeem,  purchase or otherwise acquire directly
or  indirectly  any Junior  Securities  (as  defined in Section  6),  except the
redemption  of shares in payment of short swing  profits  payable to the Company
pursuant to Section  16(b) of the  Securities  Exchange Act of 1934, as amended,
nor shall the Company directly or indirectly pay or declare any cash dividend or
make any cash distribution  (other than a dividend or distribution  described in
Section 5) upon,  nor shall any cash  distribution  be made in  respect  of, any
Junior  Securities,  nor shall any  monies  be set aside for or  applied  to the
purchase  or  redemption  (through a sinking  fund or  otherwise)  of any Junior
Securities,  except as described  above,  unless all  dividends on the Preferred
Stock for all past dividend periods shall have been paid.


Section 3. Voting Rights.
           --------------

     Except as otherwise  provided herein and as otherwise  provided by law, the
Preferred Stock shall have no voting rights.  However,  so long as any shares of
Preferred Stock are outstanding,  the Company shall not, without the affirmative
vote of the  holders of a majority  of the  shares of the  Preferred  Stock then
outstanding,  (i) alter or change  adversely the powers,  preferences  or rights
given to the  Preferred  Stock or (ii)  authorize  or create  any class of stock
ranking as to dividends or distribution of assets upon a Liquidation (as defined
below) senior to, prior to or pari passu with the Preferred Stock.


Section 4. Liquidation.
           ------------

     Upon any  liquidation,  dissolution  or winding-up of the Company,  whether
voluntary or involuntary (a  "Liquidation"),  the holders of shares of Preferred
Stock shall be entitled  to receive  out of the assets of the  Company,  whether
such assets are capital or surplus,  for each share of Preferred Stock an amount
equal to the Stated Value,  plus an amount equal to accrued but unpaid dividends
per  share,   whether  declared  or  not,  but  without  interest,   before  any
distribution  or payment shall be made to the holders of any Junior  Securities,
and if the  assets  of the  Company  shall be  insufficient  to pay in full such
amounts, then the entire assets to be distributed shall be distributed among the
holders of Preferred  Stock ratably in accordance  with the  respective  amounts

                                      -38-
<PAGE>


that would be payable on such shares if all amounts payable thereon were paid in
full. A sale,  conveyance  or  disposition  of all or  substantially  all of the
assets of the Company or the  effectuation  by the Company of a  transaction  or
series of related transactions in which more than 50% of the voting power of the
Company  is  disposed  of  shall be  deemed  a  Liquidation;  provided  that,  a
consolidation  or  merger  of the  Company  with or into any  other  company  or
companies shall not be treated as a Liquidation, but instead shall be subject to
the  provisions of Section 5. The Company shall mail written  notice of any such
liquidation,  not less than 30 days prior to the payment date stated therein, to
each record holder of Preferred Stock.


Section 5. Conversion.
           ----------

     (a) The holder of the Preferred Stock shall be granted the right to convert
(i) one  hundred  percent  (100%) of the  Preferred  Stock into shares of Common
Stock at the  Conversion  Ratio 90 days  after  the  Original  Issue  Date.  Any
conversion  under this Section  5(a) shall be of a minimum  amount of at least 1
shares of Preferred Stock.  The holder shall effect  conversions by surrendering
the certificate or certificates representing the shares of Preferred Stock to be
converted to the Company,  together with the form of conversion  notice attached
hereto as Annex 1 (the  "Holder  Conversion  Notice") in the manner set forth in
Section 5(j). Each Holder  Conversion  Notice shall specify the number of shares
of Preferred  Stock to be converted and the date on which such  conversion is to
be effected,  which date may not be prior to the date the Holder  delivers  such
Notice by facsimile (the "Holder Conversion Date"). Subject to Section 5(c) and,
as to the original Holder (or its sole designee), subject to Section 4.13 of the
Purchase  Agreement  (as defined in Section 6), each Holder  Conversion  Notice,
once given,  shall be  irrevocable.  If the holder is  converting  less than all
shares  of  Preferred  Stock  represented  by the  certificate  or  certificates
tendered  by the holder with the Holder  Conversion  Notice,  the Company  shall
promptly  deliver to the holder a certificate  for such number of shares as have
not been  converted.  At no time may the holder  make a  conversion  request for
which the number of common shares  requested for  conversion  would result in an
amount equal to or greater than twenty percent (20%) of the total initial number
of Preferred Shares purchased by the holder.

     (b)  Provided  that ten (10)  Trading Days shall have elapsed from the date
the  Securities  and  Exchange   Commission  (the  "Commission")   declared  the
registration   statement  contemplated  by  the  Registration  Rights  Agreement
effective  under the Securities  Act, each share of the Preferred Stock shall be
convertible into shares of Common Stock at the Conversion Ratio at the option of
the  Company in whole or in part at any time on or after the  expiration  of one
year after the Original Issue Date; provided,  however,  that the Company is not
permitted to deliver a Company  Conversion  Notice (as defined  below) within 10
days of issuing any press  release or other  public  statement  relating to such
conversion.  The Company  shall  effect such  conversion  by  delivering  to the
holders of such shares of Preferred  Stock to be  converted a written  notice in
the form attached  hereto as Annex 2 (the "Company  Conversion  Notice"),  which
Company  Conversion  Notice,  once given,  shall be  irrevocable.  Each  Company
Conversion  Notice shall  specify the number of shares of Preferred  Stock to be
converted and the date on which such  conversion  is to be effected,  which date
will be at least one Trading Day after the date the Company delivers such Notice
by facsimile to the holder (the "Company  Conversion  Date").  The Company shall


                                      -39-
<PAGE>


give such Company  Conversion  Notice in  accordance  with Section 5(j) below at
least one Trading Day before the Company  Conversion  Date. Any such  conversion
shall be effected on a pro rata basis among the holders of Preferred Stock. Upon
the  conversion of shares of Preferred  Stock  pursuant to a Company  Conversion
Notice,  the holders of the Preferred  Stock shall  surrender  the  certificates
representing  such shares at the office of the Company or of any transfer  agent
for the Preferred  Stock or Common Stock. If the Company is converting less than
all shares of the Preferred,  the Company shall,  upon conversion of such shares
subject to such  Company  Conversion  Notice and receipt of the  certificate  or
certificates  representing  such shares of Preferred Stock deliver to the holder
or holders a  certificate  for such number of shares of Preferred  Stock as have
not been converted.  Each of a Holder Conversion Notice and a Company Conversion
Notice is sometimes  referred to herein as a "Conversion  Notice," and each of a
"Holder  Conversion Date" and a "Company  Conversion Date" is sometimes referred
to herein as a "Conversion Date."

     (c) (i) Not later than three Trading Days after the  Conversion  Date,  the
Company will deliver to the holder (i) a certificate or certificates which shall
be free of restrictive  legends and trading  restrictions (other than those then
required by law and as set forth in the Purchase  Agreement),  representing  the
number of shares of Common Stock being acquired upon the conversion of shares of
Preferred  Stock and (ii) one or more  certificates  representing  the number of
shares of  Preferred  Stock not  converted;  provided,  however that the Company
shall not be obligated  to issue  certificates  evidencing  the shares of Common
Stock  issuable  upon   conversion  of  any  shares  of  Preferred  Stock  until
certificates  evidencing such shares of Preferred Stock are either delivered for
conversion  to the  Company or any  transfer  agent for the  Preferred  Stock or
Common Stock,  or the holder  notifies the Company that such  certificates  have
been lost,  stolen or destroyed and provides a bond (or other adequate  security
reasonably  acceptable to the Company)  satisfactory to the Company to indemnify
the Company from any loss  incurred by it in connection  therewith.  The Company
shall,  upon  request  of the  holder,  use its  best  efforts  to  deliver  any
certificate or  certificates  required to be delivered by the Company under this
Section 5(c) electronically  through the Depository Trust Corporation or another
established clearing corporation performing similar functions.  In the case of a
conversion  pursuant  to a Holder  Conversion  Notice,  if such  certificate  or
certificates are not delivered by the date required under this Section 5(c), the
holder  shall be  entitled  by written  notice to the  Company at any time on or
before such holder's receipt of such certificate or certificates thereafter,  to
rescind such conversion, in which event the Company shall immediately return the
certificates representing the shares of Preferred Stock tendered for conversion.

     (d) (i) The  conversion  price  for each  share  of  Preferred  Stock  (the
"Conversion Price") in effect on any Conversion Date shall be the lesser of X OR
Y;  where X is 125% of the  average  of the  closing  bid price for the ten (10)
Trading Days  immediately  preceding the Original Issue Date; and Y = 80% of the
average of the  closing  bid prices for the five (5)  Trading  Days  immediately
preceding the Conversion Notice Date with a floor of $5.00 per share;  provided,
however, if the registration  statement to be filed by the Company in accordance
with  the  Registration  Rights  Agreement  is  not  declared  effective  by the
Commission for any reason by the Effective Date (as defined in the  Registration

                                      -40-
<PAGE>


Rights  Agreement),  then for each of the first two months after such  Effective
Date that such registration statement shall not have been so declared effective,
the  Conversion  Price shall be decreased by 2% (i.e.,  a reduction of 2% at the
end of the first such month and 2% at the end of the second such month).

     (ii) If the Company,  at any time while any shares of  Preferred  Stock are
outstanding,  (a) shall pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of its  Junior  Securities  payable  in shares of its
capital stock (whether payable in shares of its Common Stock or of capital stock
of any class),  (b) subdivide  outstanding  shares of Common Stock into a larger
number of shares, (c) combine  outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of Common Stock any
shares of capital  stock of the Company,  the  Conversion  Price  designated  in
Section  5(d)(i) shall be multiplied by a fraction of which the numerator  shall
be the number of shares of Common  Stock  outstanding  before  such event and of
which the denominator  shall be the number of shares of Common Stock outstanding
after such event.  Any adjustment  made pursuant to this Section  5(d)(ii) shall
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.

     (iii) If the Company,  at any time while any shares of Preferred  Stock are
outstanding,  shall issue  rights or  warrants  to all  holders of Common  Stock
entitling  them to subscribe  for or purchase  shares of Common Stock at a price
per share  less than the Per Share  Market  Value of Common  Stock at the record
date mentioned  below,  the Conversion Price designated in Section 5(d)(i) shall
be multiplied  by a fraction,  of which the  denominator  shall be the number of
shares of Common Stock (excluding  treasury  shares,  if any) outstanding on the
date of issuance of such rights or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase, and of which the numerator
shall be the number of shares of Common Stock  (excluding  treasury  shares,  if
any)  outstanding  on the date of issuance  of such rights or warrants  plus the
number  of shares  which the  aggregate  offering  price of the total  number of
shares so offered would purchase at such Per Share Market Value. Such adjustment
shall be made  whenever  such rights or warrants  are issued,  and shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive  such rights or  warrants.  However,  upon the
expiration  of any right or warrant to  purchase  Common  Stock the  issuance of
which  resulted in an adjustment in the Conversion  Price  designated in Section
5(d)(i) pursuant to this Section  5(d)(iii),  if any such right or warrant shall
expire and shall not have been  exercised,  the Conversion  Price  designated in
Section  5(d)(i)  shall  immediately  upon such  expiration  be  recomputed  and
effective  immediately  upon such  expiration be increased to the price which it
would have been (but  reflecting any other  adjustments in the Conversion  Price
made  pursuant to the  provisions  of this  Section 5 after the issuance of such
rights or warrants)  had the  adjustment of the  Conversion  Price made upon the
issuance  of such  rights or  warrants  been made on the basis of  offering  for
subscription  or purchase  only that number of shares of Common  Stock  actually
purchased upon the exercise of such rights or warrants actually exercised.


                                      -41-
<PAGE>


     (iv) If the  Company,  at any time  while  shares  of  Preferred  Stock are
outstanding, shall distribute to all holders of Common Stock (and not to holders
of  Preferred  Stock)  evidences  of its  indebtedness  or  assets  or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 5(d)(iii) above) then in each such case the Conversion Price at which
each  share  of  Preferred  Stock  shall  thereafter  be  convertible  shall  be
determined by multiplying the Conversion  Price in effect  immediately  prior to
the record date fixed for determination of stockholders entitled to receive such
distribution  by a  fraction  of which  the  denominator  shall be the Per Share
Market Value of Common Stock  determined as of the record date mentioned  above,
and of which the  numerator  shall be such Per Share  Market Value of the Common
Stock on such record date less the then fair market value at such record date of
the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of Common Stock as determined by the Board of Directors
in good faith;  provided,  however that in the event of a distribution exceeding
ten percent (10%) of the net assets of the Company, such fair market value shall
be determined by a nationally  recognized or major regional  investment  banking
firm or firm of independent  certified public accountants of recognized standing
(which may be the firm that regularly  examines the financial  statements of the
Company) (an "Appraiser") selected in good faith by the holders of a majority in
interest  of the shares of  Preferred  Stock;  and  provided,  further  that the
Company,  after receipt of the  determination  by such Appraiser  shall have the
right to select an  additional  Appraiser,  in which case the fair market  value
shall be equal to the average of the  determinations by each such Appraiser.  In
either case the  adjustments  shall be described in a statement  provided to all
holders of Preferred Stock of the portion of assets or evidences of indebtedness
so distributed  or such  subscription  rights  applicable to one share of Common
Stock.  Such adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned above.

     (v) All calculations under this Section 5 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.

     (vi)  Whenever  the  Conversion  Price  is  adjusted  pursuant  to  Section
5(d)(ii),(iii),  (iv) or (v), the Company shall  promptly mail to each holder of
Preferred  Stock,  a notice  setting  forth  the  Conversion  Price  after  such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.

     (vii)  In  case  of  any   reclassification   of  the  Common  Stock,   any
consolidation or merger of the Company with or into another person,  the sale or
transfer  of  all or  substantially  all of the  assets  of the  Company  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or property,  the holders of the  Preferred  Stock then
outstanding shall have the right thereafter to convert such shares only into the
shares of stock and other  securities and property  receivable upon or deemed to
be  held  by  holders  of  Common   Stock   following   such   reclassification,
consolidation,  merger, sale, transfer or share exchange, and the holders of the
Preferred  Stock  shall be  entitled  upon such event to receive  such amount of
securities  or  property as the shares of the Common  Stock of the Company  into
which such shares of Preferred Stock could have been converted immediately prior


                                      -42-

<PAGE>


to  such  reclassification,  consolidation,  merger,  sale,  transfer  or  share
exchange would have been entitled. The terms of any such consolidation,  merger,
sale,  transfer or share  exchange shall include such terms so as to continue to
give to the holder of  Preferred  Stock the right to receive the  securities  or
property set forth in this Section 5(d)(vii) upon any conversion  following such
consolidation,  merger,  sale, transfer or share exchange.  This provision shall
similarly apply to successive reclassifications, consolidations, mergers, sales,
transfers or share exchanges.

     (viii) If:

          (a)  the Company shall declare a dividend (or any other  distribution)
               on its Common Stock; or

          (b)  the Company shall declare a special nonrecurring cash dividend on
               or a redemption of its Common Stock; or

          (c)  the Company  shall  authorize  the granting to all holders of the
               Common Stock rights or warrants to subscribe  for or purchase any
               shares of capital stock of any class or of any rights; or

          (d)  the approval of any stockholders of the Company shall be required
               in connection  with any  reclassification  of the Common Stock of
               the  Company  (other than a  subdivision  or  combination  of the
               outstanding  shares of Common Stock), any consolidation or merger
               to which the  Company is a party,  any sale or transfer of all or
               substantially all of the assets of the Company, or any compulsory
               share  exchange  whereby the Common Stock is converted into other
               securities, cash or property; or

          (e)  the  Company  shall   authorize  the  voluntary  or   involuntary
               dissolution,  liquidation  or  winding-up  of the  affairs of the
               Company;  then the Company shall cause to be filed at each office
               or agency  maintained  for the purpose of conversion of Preferred
               Stock,  and shall cause to be mailed to the holders of  Preferred
               Stock at their last addresses as they shall appear upon the stock
               books of the  Company,  at least 30  calendar  days  prior to the
               applicable  record or effective  date  hereinafter  specified,  a
               notice  stating (x) the date on which a record is to be taken for
               the purpose of such dividend, distribution, redemption, rights or
               warrants, or if a record is not to be taken, the date as of which
               the  holders  of Common  Stock of record to be  entitled  to such
               dividend, distributions, redemption, rights or warrants are to be
               determined,  or (y) the  date  on  which  such  reclassification,
               consolidation,    merger,   sale,   transfer,   share   exchange,
               dissolution,  liquidation  or  winding-up  is  expected to become
               effective,  and the date as of which it is expected  that holders
               of Common  Stock of record  shall be entitled  to exchange  their
               shares  of  Common  Stock  for   securities  or  other   property
               deliverable upon such  reclassification,  consolidation,  merger,
               sale,  transfer,  share  exchange,  dissolution,  liquidation  or
               winding-up;  provided,  however,  that the  failure  to mail such
               notice or any defect therein or in the mailing  thereof shall not
               affect  the  validity  of the  corporate  action  required  to be
               specified in such notice.

                                      -43-
<PAGE>


          (e)  If at any time  conditions  shall arise by reason of action taken
               by the Company which in the opinion of the Board of Directors are
               not adequately  covered by the other provisions  hereof and which
               might  materially and adversely  affect the rights of the holders
               of Preferred  Stock  (different  than or  distinguished  from the
               effect  generally  on  rights  of  holders  of any  class  of the
               Company's  capital  stock) or if at any time any such  conditions
               are expected to arise by reason of any action contemplated by the
               Company,   the  Company  shall  mail  a  written  notice  briefly
               describing  the  action  contemplated  and the  material  adverse
               effects of such action on the rights of the holders of  Preferred
               Stock at least 30 calendar  days prior to the  effective  date of
               such action, and an Appraiser selected by the holders of majority
               in interest of the  Preferred  Stock shall give its opinion as to
               the  adjustment,  if any (not  inconsistent  with  the  standards
               established  in  this  Section  5),  of  the   Conversion   Price
               (including,  if necessary,  any  adjustment as to the  securities
               into  which  shares  of  Preferred   Stock  may   thereafter   be
               convertible) and any  distribution  which is or would be required
               to preserve  without diluting the rights of the holders of shares
               of Preferred Stock;  provided,  however, that the Company,  after
               receipt of the  determination  by such Appraiser,  shall have the
               right to  select  an  additional  Appraiser,  in  which  case the
               adjustment  shall  be  equal to the  average  of the  adjustments
               recommended by each such Appraiser.  The Board of Directors shall
               make the  adjustment  recommended  forthwith  upon the receipt of
               such  opinion  or  opinions  or the  taking  of any  such  action
               contemplated, as the case may be; provided, however, that no such
               adjustment  of the  Conversion  Price  shall be made which in the
               opinion  of the  Appraiser(s)  giving  the  aforesaid  opinion or
               opinions would result in an increase of the  Conversion  Price to
               more than the Conversion Price then in effect.

          (f)  The Company  covenants that it will at all times reserve and keep
               available out of its authorized and unissued  Common Stock solely
               for the purpose of issuance upon conversion of Preferred Stock as
               herein provided,  free from preemptive rights or any other actual
               contingent  purchase  rights of persons other than the holders of
               Preferred  Stock,  such number of shares of Common Stock as shall
               be issuable (taking into account the adjustments and restrictions
               of Section 5(b) and Section 5(d) hereof) upon the  conversion  of
               all outstanding  shares of Preferred Stock. The Company covenants
               that all shares of Common Stock that shall be so issuable  shall,
               upon issue, be duly and validly authorized, issued and fully paid
               and nonassessable.

          (g)  Upon a conversion  hereunder the Company shall not be required to
               issue  stock  certificates  representing  fractions  of shares of
               Common Stock, but may if otherwise permitted, make a cash payment
               in  respect  of any final  fraction  of a share  based on the Per
               Share Market Value at such time. If the Company elects not, or is
               unable,  to make such a cash  payment,  the  holder of a share of
               Preferred  Stock shall be  entitled  to  receive,  in lieu of the
               final fraction of a share, one whole share of Common Stock.

          (h)  The  issuance  of  certificates  for  shares of  Common  Stock on
               conversion of Preferred Stock shall be made without charge to the
               holders thereof for any  documentary  stamp or similar taxes that
               may be  payable  in  respect  of the  issue or  delivery  of such

                                      -44-
<PAGE>

               certificate,  provided  that the Company shall not be required to
               pay any tax  that  may be  payable  in  respect  of any  transfer
               involved in the  issuance  and  delivery of any such  certificate
               upon  conversion  in a name other than that of the holder of such
               shares of Preferred  Stock so converted and the Company shall not
               be required to issue or deliver such certificates unless or until
               the person or persons  requesting the issuance thereof shall have
               paid  to the  Company  the  amount  of  such  tax or  shall  have
               established to the  satisfaction of the Company that such tax has
               been paid.

          (i)  Shares of Preferred  Stock  converted  into Common Stock shall be
               canceled  and shall have the status of  authorized  but  unissued
               shares of preferred stock.

          (j)  Each Holder  Conversion Notice shall be given by facsimile and by
               mail,  postage  prepaid,  addressed to the attention of the Chief
               Financial  Officer  of the  Company  at the  facsimile  telephone
               number and  address of the  principal  place of  business  of the
               Company.  Each  Company  Conversion  Notice  shall  be  given  by
               facsimile and by mail, postage prepaid,  addressed to each holder
               of Preferred Stock at the facsimile  telephone number and address
               of such holder  appearing on the books of the Company or provided
               to the  Company by such  holder for the  purpose of such  Company
               Conversion  Notice,  or if no such facsimile  telephone number or
               address  appears or is so  provided,  at the  principal  place of
               business of the holder. Any such notice shall be deemed given and
               effective upon the earliest to occur of (i)(a) if such Conversion
               Notice is  delivered  via  facsimile at the  facsimile  telephone
               number specified in this Section 5(j) prior to 4:30 p.m. (Eastern
               Standard  Time) on any  date,  such  date  (or,  in the case of a
               Company  Conversion  Notice,  the next Trading Day) or such later
               date as is specified in the  Conversion  Notice,  and (b) if such
               Conversion  Notice is delivered  via  facsimile at the  facsimile
               telephone  number  specified in this Section 5(j) after 4:30 p.m.
               (Eastern  Standard  Time) on any date,  the next date (or, in the
               case of a Company  Conversion  Notice, the next Trading Day after
               such  next  day)  or  such  later  date  as is  specified  in the
               Conversion  Notice,  (ii) five days  after  deposit in the United
               States  mails or (iii) upon  actual  receipt by the party to whom
               such notice is required to be given.

Section 6. Definitions.
           ------------

For the purposes hereof, the following terms shall have the following meanings:


     "Common  Stock" means shares now or  hereafter  authorized  of the class of
Common  Stock,  no par value,  of the  Company and stock of any other class into
which such shares may hereafter have been reclassified or changed.

     "Conversion  Ratio" means, at any time, a fraction,  of which the numerator
is Stated Value plus accrued but unpaid dividends,  and of which the denominator
is the Conversion Price at such time.

     "Junior  Securities" means the Common Stock and all other equity securities
of the Company, except the Company's Series A Convertible Preferred Stock.

     "Original  Issue  Date"  shall mean the date of the first  issuance  of any
shares  of the  Preferred  Stock  regardless  of  the  number  transfers  of any
particular   shares  of  Preferred   Stock  and  regardless  of  the  number  of
certificates which may be issued to evidence such Preferred Stock. -45-
<PAGE>


     "Per Share Market Value" means on any  particular  date (a) the closing bid
price per share of the Common  Stock on such date on The Nasdaq  Stock Market or
other stock exchange on which the Common Stock has been listed or if there is no
such price on such date, then the closing bid price on such exchange on the date
nearest  preceding  such date,  or (b) if the Common  Stock is not listed on The
Nasdaq Stock Market or any stock exchange, the closing bid for a share of Common
Stock in the  over-the-counter  market,  as reported by the NASD at the close of
business on such date, or (c) if the Common Stock is not quoted on the NASD, the
closing bid price for a share of Common Stock in the over-the-counter  market as
reported by the National Quotation Bureau Incorporated (or similar  organization
or agency succeeding to its functions of reporting prices), or (d) if the Common
Stock is no longer  publicly  traded the fair market  value of a share of Common
Stock as  determined  by an  Appraiser  (as defined in Section  5(d)(iv)  above)
selected in good faith by the holders of a majority in interest of the shares of
the Preferred Stock;  provided,  however, that the Company, after receipt of the
determination  by such  Appraiser,  shall have the right to select an additional
Appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such Appraiser.

     "Person" means a corporation, an association, a partnership,  organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

     "Purchase  Agreement"  means  the  Convertible   Preferred  Stock  Purchase
Agreement,  dated as of the  Original  Issue  Date,  between the Company and the
original holder of the Preferred Stock.

     "Trading  Day" means (a) a day on which the  Common  Stock is traded on the
NASDAQ or principal stock exchange on which the Common Stock has been listed, or
(b) if the Common Stock is not listed on The NASDAQ or any stock exchange, a day
on which the Common Stock is traded in the over-the-counter  market, as reported
by the NASD,  or (c) if the Common  Stock is not quoted on THE NASDAQ,  a day on
which the Common Stock is quoted in the  over-the-counter  market as reported by
the National  Quotation  Bureau  Incorporated  (or any similar  organization  or
agency succeeding its functions of reporting prices).

                                      -46-
<PAGE>

     IN  WITNESS  WHEREOF,  Wallstreet  Racing  Stables,  Inc.  has  caused  its
corporate  seal to be  hereunto  affixed  and this  certificate  to be signed by
Timothy  Murtaugh,  its  President & Chief  Executive  Officer,  and attested by
Robert Maige, its' Chief Financial Officer, this ____ day of October 2000.

                                        Wallstreet Racing Stables, Inc.


                                        By:
                                             -----------------------------------
                                             Timothy Murtaugh
                                             President & Chief Executive Officer

Attest:


By:
    -----------------------
    Robert Maige
    Chief Financial Officer

                                      -47-
<PAGE>



                                     ANNEX 1

                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER


(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The  undersigned  hereby  irrevocably  elects to convert the number of shares of
Series A Convertible  Preferred  Stock  indicated  below,  into shares of Common
Stock,  no par  value per share  (the  "Common  Stock"),  of  Wallstreet  Racing
Stables, Inc. (the "Company") according to the conditions hereof, as of the date
written  below.  If shares  are to be issued in the name of a person  other than
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto and is delivering  herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith.  No fee will be charged to the
Holder for any conversion, except for such transfer taxes, if any.


Conversion calculations:                     -----------------------------------
                                             Date to Effect Conversion



                                             -----------------------------------
                                             Number of shares of Preferred Stock
                                             to be Converted



                                             -----------------------------------
                                             Applicable Conversion Price



                                             -----------------------------------
                                             Signature



                                             -----------------------------------
                                             Name:

                                             -----------------------------------


                                      -48-
<PAGE>




                                     ANNEX 2

                             NOTICE OF CONVERSION AT
                           THE ELECTION OF THE COMPANY

The  undersigned in the name and on behalf of Wallstreet  Racing  Stables,  Inc.
(the  "Company")  hereby  notifies the addressee  hereof that the Company hereby
elects to  exercise  its right to convert [            ]  shares of its Series A
Convertible  Preferred  Stock held by the Holder into shares of Common Stock, no
par value per share (the "Common  Stock") of the Company  according to the terms
hereof,  as of the date written below.  No fee will be charged to the Holder for
any conversion  hereunder,  except for such transfer  taxes, if any which may be
incurred by the Company if shares are to be issued in the name of a person other
than the person to whom this notice is addressed.

Conversion calculations:

                                             -----------------------------------
                                             Date to Effect Conversion



                                             -----------------------------------
                                             Number of Shares of Preferred Stock
                                             to be Converted



                                             -----------------------------------
                                             Applicable Conversion Price



                                             -----------------------------------
                                             Signature



                                             -----------------------------------
                                             Name:



                                             -----------------------------------
                                             Address:

                                      -49-
<PAGE>


                                    EXHIBIT B
================================================================================


                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of October ____ 2000, by and among  Wallstreet  Racing Stables,  Inc., a
Colorado Corporation (the "Company"), and Global Asset Fund, (the "Purchaser").

     This Agreement is made pursuant to the Convertible Preferred Stock Purchase
Agreement,  dated as of October  ______,  2000 by and among the  Company and the
Purchaser  (the  "Purchase  Agreement").  The  execution of this  Agreement is a
condition  to the  closing  of the  transactions  contemplated  by the  Purchase
Agreement.

     The parties hereby agree as follows:

     1.   Definitions
          -----------

               Capitalized  terms used and not  otherwise  defined  herein shall
          have the meanings given such terms in the Purchase Agreement.  As used
          in this  Agreement,  the  following  terms  shall  have the  following
          meanings:

          "Advice" shall have the meaning as set forth in Section 3(o).
          --------

          "Affiliate"
          -----------
          means,  with respect to any Person,  any other Person that directly or
          indirectly  controls or is controlled by or under common  control with
          such Person. For the purposes of this definition, "control," when used
          with respect to any Person, means the possession,  direct or indirect,
          of the power to direct or cause the  direction of the  management  and
          policies  of such  Person,  whether  through the  ownership  of voting
          securities,  by contract or otherwise;  and the terms of "affiliated,"
          "controlling"  and  "controlled"  have  meanings  correlative  to  the
          foregoing.

          "Business Day"
          -------------
          means any day except  Saturday,  Sunday  and any day which  shall be a
          legal holiday or a day on which banking  institutions  in the state of
          Colorado  generally  are  authorized  or  required  by  law  or  other
          government actions to close.

          "Closing Date"
          --------------
          shall have the meaning set forth in the Purchase Agreement.

          "Commission" means the Securities and Exchange Commission.
           ----------

          "Common Stock"
          --------------
          means the Company's Common Stock, par value $.001 per share.

          "Effectiveness Date"
          --------------------
          means the 90th day following the Closing Date.

                                      -50-
<PAGE>


          "Effectiveness Period"
          ----------------------
          shall have the meaning set forth in Section 2(a)


          "Event" shall have the meaning set forth in Section 4.
          ------

          "Event Date" shall have the meaning set forth in Section 4.
          ------------

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.
          --------------

          "Filing Date" means the 90th day following the Closing Date.
          -------------

          "Holder" or "Holders"
          ---------------------
          means the holder or holders,  as the case may be, from time to time of
          Registrable Securities.

          "Indemnified Party" shall have the meaning set forth in Section 6(c).
          ------------------

          "Indemnifying Party" shall have the meaning set forth in Section 6(c).
          --------------------

          "Losses" shall have the meaning set forth in Section 6(a).
          --------

          "Colorado Courts" shall have the meaning set forth in Section 8(i).
          -----------------

          "Person"
          --------
          means an individual or a corporation, partnership, trust, incorporated
          or  unincorporated  association,   joint  venture,  limited  liability
          company,  joint stock  company,  government (or an agency or political
          subdivision thereof) or other entity of any kind.

          "Proceeding"
          ------------
          means an action, claim, suit,  investigation or proceeding (including,
          without limitation, an investigation or partial proceeding,  such as a
          deposition), whether commenced or threatened.

          "Prospectus"
          ------------
          means  the   prospectus   included  in  the   Registration   Statement
          (including,   without  limitation,  a  prospectus  that  includes  any
          information  previously  omitted from a prospectus filed as part of an
          effective   registration   statement   in  reliance   upon  Rule  430A
          promulgated  under to the Securities  Act), as amended or supplemented
          by  any  prospectus  supplement,  with  respect  to the  terms  of the
          offering of any portion of the Registrable  Securities  covered by the
          Registration  Statement,  and all other  amendments and supplements to
          the Prospectus,  including post-effective amendments, and all material
          incorporated by reference or deemed to be incorporated by reference in
          such Prospectus.

          "Registrable Securities"
          ------------------------
          means the  shares of Series A  Preferred  purchased  by the  Purchaser
          pursuant to the Purchase Agreement and the shares of Common Stock into
          which such shares of Series A Preferred  are  convertible  pursuant to
          the Purchase Agreement.

                                        2

                                      -51-
<PAGE>

          "Registration  Statement"
          -------------------------
          means  the  registration  statement,  contemplated  by  Section  2(a),
          including  the   Prospectus,   amendments  and   supplements  to  such
          registration    statement   or   Prospectus,    including   pre-   and
          post-effective  amendments,  all  exhibits  thereto,  and all material
          incorporated by reference or deemed to be incorporated by reference in
          such registration statement.

          "Rule 144"
          ----------
          means  Rule  144  promulgated  by  the  Commission   pursuant  to  the
          Securities  Act, as such Rule may be amended from time to time, or any
          similar rule or regulation  hereafter adopted by the Commission having
          substantially the same effect as such Rule.

          "Rule 144A"
          -----------
          means  Rule  144A  promulgated  by  the  Commission  pursuant  to  the
          Securities  Act, as such Rule may be amended from time to time, or any
          similar rule or regulation  hereafter adopted by the Commission having
          substantially the same effect as such Rule.

          "Rule 158"
          ----------
          means  Rule  158  promulgated  by  the  Commission   pursuant  to  the
          Securities  Act, as such Rule may be amended from time to time, or any
          similar rule or regulation  hereafter adopted by the Commission having
          substantially the same effect as such Rule.

          "Rule 415"
          ----------
          means  Rule  415  promulgated  by  the  Commission   pursuant  to  the
          Securities  Act, as such Rule may be amended from time to time, or any
          similar rule or regulation  hereafter adopted by the Commission having
          substantially the same effect as such Rule.

          "Securities Act" means the Securities Act of 1933, as amended.
          ----------------

          "Special Counsel"
          -----------------
          means any special  counsel to the Holders,  for which the Holders will
          be reimbursed by the Company pursuant to Section 4.

          "Underwritten registration or underwritten offering"
          ----------------------------------------------------
          means a  registration  in  connection  with  which  securities  of the
          Company  are sold to an  underwriter  for  re-offering  to the  public
          pursuant to an effective registration statement.


     2. Registration
        ------------

               (a) On or prior to the Filing Date, the Company shall prepare and
          file  with  the  Commission  a  Registration  Statement  covering  all
          Registrable  Securities  (which  Registrable  Securities shall include
          3,000,000 shares of Common Stock or such other number of shares agreed
          to by the  parties to the  Purchase  Agreement)  for an offering to be
          made on a  continuous  basis  pursuant to Rule 415.  The  Registration
          Statement shall be on Form S-3 or another  appropriate form permitting
          registration  of  Registrable  Securities for resale by the Holders in
          the  manner  or  manners   designated  by  them  (including,   without
          limitation,  public  or  private  sales  and one or more  underwritten
          offerings).  The  Company  shall  use its best  efforts  to cause  the
          Registration  Statement to be declared  effective under the Securities
          Act as promptly as practicable  after the filing  thereof,  but in any
          event prior to the  Effectiveness  Date, and to keep such Registration
          Statement  continuously  effective  under the Securities Act until the
          date which is three years after the Closing  Date or such earlier date
          when all Registrable Securities covered by such Registration Statement

                                        3

                                      -52-
<PAGE>

          have been sold or may be sold  pursuant to Rule 144 as  determined  by
          the  counsel to the  Company  pursuant  to a written  opinion  letter,
          addressed to the Holders, to such effect (the "Effectiveness Period");
          provided,  however,  that the Company shall not be deemed to have used
          its best efforts to keep the Registration  Statement  effective during
          the Effectiveness Period if it voluntarily takes any action that would
          result  in  the  Holders  not  being  able  to  sell  the  Registrable
          Securities   covered  by  such   Registration   Statement  during  the
          Effectiveness  Period, unless such action is required under applicable
          law or  the  Company  has  filed  a  post-effective  amendment  to the
          Registration   Statement  and  the  Commission  has  not  declared  it
          effective.

               (b) If the Holders of a majority of the Registrable Securities so
          elect,  an  offering  of  Registrable   Securities   pursuant  to  the
          Registration  Statement may be effected in the form of an underwritten
          offering.  In such event, and if the managing  underwriters advise the
          Company and such Holders in writing  that in their  opinion the amount
          of Registrable Securities proposed to be sold in such offering exceeds
          the  amount  of  Registrable  Securities  which  can be  sold  in such
          offering,  there shall be included in such  underwritten  offering the
          amount of such  Registrable  Securities  which in the  opinion of such
          managing  underwriters can be sold, and such amount shall be allocated
          pro rata among the Holders proposing to sell Registrable Securities in
          such underwritten offering.

               (c) If any of the  Registrable  Securities  are to be  sold in an
          underwritten offering, the investment banker or investment bankers and
          manager or managers that will administer the offering will be selected
          by the Holders of a majority of the Registrable Securities included in
          such  offering  and shall be approved by the company,  which  approval
          shall not be unreasonably  withheld.  No Holder may participate in any
          underwritten  offering hereunder unless such Person (i) agrees to sell
          its Registrable  Securities on the basis provided in any  underwriting
          agreements  approved by the Persons entitled hereunder to approve such
          arrangements  and (ii)  completes  and  executes  all  questionnaires,
          powers of attorney,  indemnities,  underwriting  agreements  and other
          documents required under the terms of such arrangements.


     3. Registration Procedures
        -----------------------

          In connection with the Company's  registration  obligations hereunder,
     the Company shall:

               (a) Prepare and file with the  Commission  within the time period
          set  forth  in  Section  2 a  Registration  Statement  on Form  S-3 in
          accordance  with the  method or  methods  of  distribution  thereof as
          specified  by the  Holders,  and cause the  Registration  Statement to
          become effective and remain  effective as provided  herein;  provided,
          however, that not less than 5 Business Days prior to the filing of the
          Registration  Statement or any related  Prospectus or any amendment or
          supplement  thereto (including any document that would be incorporated
          or deemed to be incorporated therein by reference),  the Company shall

                                        4

                                      -53-
<PAGE>

          (i) furnish to the  Holders,  their  Special  Counsel and any managing
          underwriters, copies of all such documents proposed to be filed, which
          documents (other than those  incorporated or deemed to be incorporated
          by  reference)  will be subject to the review of such  Holders,  their
          Special  Counsel and such  managing  underwriters,  and (ii) cause its
          officers  and  directors,  counsel and  independent  certified  public
          accountants to respond to such inquiries as shall be necessary, in the
          opinion of respective  counsel to such Holders and such  underwriters,
          to  conduct a  reasonable  investigation  within  the  meaning  of the
          Securities Act. The Company shall not file the Registration  Statement
          or any such  Prospectus or any  amendments or  supplements  thereto to
          which the Holders of a majority of the Registrable  Securities,  their
          Special Counsel, or any managing underwriters, shall reasonably object
          in writing on a timely basis.

               (b) (i) Prepare  and file with the  Commission  such  amendments,
          including post-effective  amendments, to the Registration Statement as
          may be  necessary  to keep  the  Registration  Statement  continuously
          effective  for the  applicable  time  period;  (ii) cause the  related
          Prospectus to be amended or  supplemented  by any required  Prospectus
          supplement,  and as so supplemented or amended to be filed pursuant to
          Rule 424 (or any similar  provisions then in force)  promulgated under
          the  Securities  Act;  (iii) respond as promptly as practicable to any
          comments received from the Commission with respect to the Registration
          Statement  or  any  amendment  thereto;   and  (iv)  comply  with  the
          provisions of the  Securities Act and the Exchange Act with respect to
          the  disposition  of  all  Registrable   Securities   covered  by  the
          Registration Statement during the applicable period in accordance with
          the intended  methods of disposition by the Holders  thereof set forth
          in the  Registration  Statement as so amended or in such Prospectus as
          so supplemented.

               (c) Notify  the  Holders of  Registrable  Securities  to be sold,
          their Special Counsel and any managing underwriters  immediately (and,
          in the  case of  (i)(A)  below,  not  less  than 5 days  prior to such
          filing) and (if  requested by any such Person)  confirm such notice in
          writing no later than one Business Day following the day (i)(A) when a
          Prospectus or any Prospectus supplement or post-effective amendment to
          the  Registration  Statement  is  proposed  to be filed and,  (B) with
          respect to the Registration Statement or any post-effective amendment,
          when  the  same  has  become  effective;  (ii) of any  request  by the
          Commission  or any other Federal or state  governmental  authority for
          amendments or supplements to the Registration  Statement or Prospectus
          or for additional information; (iii) of the issuance by the Commission
          of any stop order  suspending the  effectiveness  of the  Registration
          Statement  covering any or all of the  Registrable  Securities  or the
          initiation of any  Proceedings  for that purpose;  (iv) if at any time
          any of the  representations and warranties of the Company contained in
          any agreement  (including  any  underwriting  agreement)  contemplated
          hereby ceases to be true and correct in all material respects;  (v) of
          the receipt by the  Company of any  notification  with  respect to the
          suspension of the qualification or exemption from qualification of any
          of the  Registrable  Securities for sale in any  jurisdiction,  or the
          initiation or threatening of any Proceeding for such purpose; and (vi)
          of the  occurrence of any event that makes any  statement  made in the
          Registration  Statement or Prospectus or any document  incorporated or
          deemed to be incorporated  therein by reference untrue in any material
          respect or that requires any revisions to the Registration  Statement,
          Prospectus or other documents so that, in the case of the Registration
          Statement or the  Prospectus,  as the case may be, it will not contain
          any untrue  statement of a material fact or omit to state any material
          fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.
                                        5

                                      -54-
<PAGE>

               (d) Use its best efforts to avoid the issuance of, or, if issued,
          obtain the withdrawal of (i) any order suspending the effectiveness of
          the Registration Statement or (ii) any suspension of the qualification
          (or exemption from qualification) of any of the Registrable Securities
          for sale in any jurisdiction, at the earliest practicable moment.

               (e) If requested by any managing  underwriter or the Holders of a
          majority of the  Registrable  Securities to be sold in connection with
          an  underwritten  offering,  (i) promptly  incorporate in a Prospectus
          supplement or post-effective  amendment to the Registration  Statement
          such  information  as such  managing  underwriters  and  such  Holders
          reasonably agree should be included therein and (ii) make all required
          filings of such Prospectus supplement or such post-effective amendment
          as soon as practicable after the Company has received  notification of
          the  matters  to be  incorporated  in such  Prospectus  supplement  or
          post-effective  amendment;  provided,  however, that the Company shall
          not be required to take any action  pursuant to this Section 3(e) that
          would, in the opinion of counsel for the Company,  violate  applicable
          law.

               (f)  Furnish  to  each  Holder,  their  Special  Counsel  and any
          managing  underwriters,  without charge, at least one executed copy of
          each  Registration  Statement and each  amendment  thereto,  including
          financial  statements and  schedules,  all documents  incorporated  or
          deemed to be  incorporated  therein by reference,  and all exhibits to
          the  extent  requested  by such  Person  (including  those  previously
          furnished or incorporated  by reference)  promptly after the filing of
          such documents with the Commission.

               (g) Promptly deliver to each Holder,  their Special Counsel,  and
          any underwriters,  without charge, as many copies of the Prospectus or
          Prospectuses (including each form of prospectus) and each amendment or
          supplement  thereto as such Persons may  reasonably  request;  and the
          Company  hereby  consents  to the  use of  such  Prospectus  and  each
          amendment or supplement thereto by each of the selling Holders and any
          underwriters   in  connection  with  the  offering  and  sale  of  the
          Registrable Securities covered by such Prospectus and any amendment or
          supplement thereto.

               (h) Prior to any public offering of Registrable  Securities,  use
          its best efforts to register or qualify or cooperate  with the selling
          Holders,  any underwriters and their respective  counsel in connection
          with  the  registration  or  qualification  (or  exemption  from  such
          registration  or  qualification)  of such  Registrable  Securities for
          offer  and  sale  under  the  securities  or  Blue  Sky  laws  of such
          jurisdictions  within the United  States as any Holder or  underwriter
          requests in writing,  to keep each such  registration or qualification
          (or exemption therefrom) effective during the Effectiveness Period and

                                        6

                                      -55-
<PAGE>

          to do any and all  other  acts or things  necessary  or  advisable  to
          enable  the  disposition  in  such  jurisdictions  of the  Registrable
          Securities  covered by a Registration  Statement;  provided,  however,
          that the  Company  shall not be required  to qualify  generally  to do
          business in any  jurisdiction  where it is not then so qualified or to
          take any action that would subject it to general service of process in
          any such  jurisdiction  where it is not then so subject or subject the
          Company to any material tax in any such  jurisdiction  where it is not
          then so subject.

               (i) Cooperate with the Holders and any managing  underwriters  to
          facilitate  the  timely   preparation  and  delivery  of  certificates
          representing  Registrable  Securities to be sold,  which  certificates
          shall  be  free  of  all  restrictive  legends,  and  to  enable  such
          Registrable  Securities to be in such  denominations and registered in
          such names as any such managing underwriters or Holders may request at
          least two Business Days prior to any sale of Registrable Securities.

               (j) Upon the  occurrence  of any event  contemplated  by  Section
          3(c)(vi),  as  promptly  as  practicable,   prepare  a  supplement  or
          amendment,  including a post-effective  amendment, to the Registration
          Statement or a supplement  to the related  Prospectus  or any document
          incorporated  or deemed to be incorporated  therein by reference,  and
          file any other  required  document so that, as  thereafter  delivered,
          neither the Registration Statement nor such Prospectus will contain an
          untrue  statement of a material  fact or omit to state a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein, in light of the circumstances under which they were made, not
          misleading.

               (k) Use its best  efforts  to cause  all  Registrable  Securities
          relating  to  such  Registration   Statement  to  be  listed  on  each
          securities  exchange or market,  if any, on which  similar  securities
          issued by the Company are then listed.

               (l)  Enter  into  such  agreements   (including  an  underwriting
          agreement in form, scope and substance as is customary in underwritten
          offerings)  and take all such other  actions in  connection  therewith
          (including those reasonably requested by any managing underwriters and
          the Holders of a majority of the Registrable Securities being sold) in
          order to expedite or facilitate the  disposition  of such  Registrable
          Securities,  and whether or not an  underwriting  agreement is entered
          into, (i) make such representations and warranties to such Holders and
          such  underwriters as are customarily  made by issuers to underwriters
          in  underwritten  public  offerings,  and confirm the same if and when
          requested;  (ii) obtain and deliver  copies thereof to each Holder and
          the  managing  underwriters,  if any,  of  opinions  of counsel to the
          Company and updates thereof  addressed to each selling Holder and each
          such underwriter, in form, scope and substance reasonably satisfactory
          to any such managing  underwriters  and Special Counsel to the selling
          Holders covering the matters customarily covered in opinions requested
          in underwritten  offerings and such other matters as may be reasonably
          requested by such Special Counsel and underwriters;  (iii) immediately
          prior to the effectiveness of the Registration Statement,  and, in the
          case of an  underwritten  offering,  at the  time of  delivery  of any

                                        7

                                      -56-
<PAGE>

          Registrable  Securities  sold  pursuant  thereto,  obtain and  deliver
          copies to the Holders and the managing underwriters,  if any, of "cold
          comfort"  letters and updates thereof from the  independent  certified
          public  accountants  of the  Company  (and,  if  necessary,  any other
          independent  certified  public  accountants  of any  subsidiary of the
          Company or of any business acquired by the Company for which financial
          statements  and financial  data is, or is required to be,  included in
          the Registration Statement), addressed to each selling Holder and each
          of the underwriters, if any, in form and substance as are customary in
          connection  with  underwritten  offerings;  (iv)  if  an  underwriting
          agreement  is entered  into,  the same shall  contain  indemnification
          provisions and procedures no less favorable to the selling Holders and
          the  underwriters,  if any, than those set forth in Section 6 (or such
          other   provisions   and   procedures   acceptable   to  the  managing
          underwriters,  if  any,  and  holders  of a  majority  of  Registrable
          Securities  participating  in  such  underwritten  offering;  and  (v)
          deliver such documents and certificates as may be reasonably requested
          by the Holders of a majority of the Registrable Securities being sold,
          their Special  Counsel and any managing  underwriters  to evidence the
          continued validity of the representations and warranties made pursuant
          to clause 3(l)(i) above and to evidence  compliance with any customary
          conditions contained in the underwriting  agreement or other agreement
          entered into by the Company.

               (m) Make  available for  inspection by the selling  Holders,  any
          representative of such Holders,  any underwriter  participating in any
          disposition of Registrable Securities,  and any attorney or accountant
          retained by such selling Holders or underwriters, at the offices where
          normally kept,  during  reasonable  business hours,  all financial and
          other  records,  pertinent  corporate  documents and properties of the
          Company  and its  subsidiaries,  and  cause the  officers,  directors,
          agents and employees of the Company and its subsidiaries to supply all
          information in each case requested by any such Holder, representative,
          underwriter,   attorney  or   accountant   in   connection   with  the
          Registration Statement;  provided,  however, that any information that
          is  determined  in good  faith by the  Company  in  writing to be of a
          confidential  nature at the time of delivery of such information shall
          be kept  confidential  by such Persons,  unless (i) disclosure of such
          information  is  required  by  court  or  administrative  order  or is
          necessary  to respond to  inquiries of  regulatory  authorities;  (ii)
          disclosure  of such  information,  in the  opinion  of counsel to such
          Person,  is required by law; (iii) such information  becomes generally
          available  to the  public  other than as a result of a  disclosure  or
          failure to safeguard by such Person; or (iv) such information  becomes
          available to such Person from a source other than the Company and such
          source is not bound by a confidentiality agreement.

               (n)  Comply  with all  applicable  rules and  regulations  of the
          Commission  and  make  generally  available  to its  security  holders
          earning  statements  satisfying the provisions of Section 11(a) of the
          Securities  Act and Rule 158 not later  than 45 days  after the end of
          any 12-month  period (or 90 days after the end of any 12-month  period
          if such  period  is a fiscal  year) (i)  commencing  at the end of any
          fiscal   quarter  in  which   Registrable   Securities   are  sold  to
          underwriters  in  a  firm  commitment  or  best  efforts  underwritten
          offering  and (ii) if not sold to  underwriters  in such an  offering,
          commencing on the first day of the first fiscal quarter of the Company
          after  the  effective  date  of  the  Registration  Statement,   which
          statement shall cover said 12-month period,  or end shorter periods as
          is consistent with the requirements of Rule 158.

                                        8

                                      -57-

<PAGE>

               (o) Provide a CUSIP number for all  Registrable  Securities,  not
          later than the effective date of the Registration Statement.

               The  Company may require  each  selling  Holder to furnish to the
          Company  such   information   regarding  the   distribution   of  such
          Registrable  Securities  as is required by law to be  disclosed in the
          Registration   Statement   and  the  Company  may  exclude  from  such
          registration  the  Registrable  Securities  of  any  such  Holder  who
          unreasonably  fails to furnish  such  information  within a reasonable
          time after receiving such request.

               If the  Registration  Statement  refers to any  Holder by name or
          otherwise as the holder of any  securities  of the Company,  then such
          Holder  shall have the right to require (i) the  inclusion  therein of
          language,  in  form  and  substance  reasonably  satisfactory  to such
          Holder,  to the  effect  that the  ownership  by such  Holder  of such
          securities is not to be construed as a  recommendation  by such Holder
          of the investment quality of the Company's  securities covered thereby
          and that such ownership does not imply that such Holder will assist in
          meeting any future financial  requirements of the Company,  or (ii) if
          such  reference to such Holder by name or otherwise is not required by
          the Securities Act or any similar Federal  statute then in force,  the
          deletion  of  the  reference  to  such  Holder  in  any  amendment  or
          supplement to the Registration  Statement filed or prepared subsequent
          to the time that such reference ceases to be required.

               Each Purchaser covenants and agrees that (i) it will not offer or
          sell any Registrable Securities under the Registration Statement until
          it  has  received   copies  of  the  Prospectus  as  then  amended  or
          supplemented  as  contemplated  in Section  3(g) and  notice  from the
          Company  that  such  Registration  Statement  and  any  post-effective
          amendments  thereto have become  effective as  contemplated by Section
          3(c) (ii) the Purchaser and its officers,  directors or Affiliates, if
          any,  will comply with the  prospectus  delivery  requirements  of the
          Securities  Act as  applicable  to them in  connection  with  sales of
          Registrable  Securities pursuant to the Registration  Statement and it
          will promptly inform the company if any of the information supplied by
          the purchaser for inclusion in the Registration Statement ceases to be
          correct or omits any information which causes the supplied information
          to be misleading.

               Each  Holder  agrees  by  its  acquisition  of  such  Registrable
          Securities  that,  upon  receipt of a notice  from the  Company of the
          occurrence  of any event of the kind  described  in Section  3(c)(ii),
          3(c)(iii),  3(c)(iv),  3(c)(v) or 3(c)(vi), such Holder will forthwith
          discontinue  disposition  of such  Registrable  Securities  until such
          Holder's receipt of the copies of the supplemented  Prospectus  and/or
          amended Registration  Statement contemplated by Section 3(j), or until
          it is advised in writing (the "Advice") by the Company that the use of
          the  applicable  Prospectus  may be resumed,  and, in either case, has
          received  copies of any  additional or  supplemental  filings that are
          incorporated  or  deemed  to be  incorporated  by  reference  in  such
          Prospectus or Registration Statement.

                                        9

                                      -58-

<PAGE>


     4.   Liquidated Damages.
          -------------------

          The  Company  acknowledges  and agrees  that the  Holders  will suffer
     damages,  and that it would not be feasible to ascertain the extent of such
     damages with  precision,  if the Company  fails to fulfill its  obligations
     hereunder and (a) a Registration Statement is not filed with the Commission
     on or  prior  to the  Filing  Date,  (b) a  Registration  Statement  is not
     declared effective by the Commission on or prior to the Effectiveness Date,
     (c) a Registration Statement is filed and declared effective but thereafter
     ceases to be effective at any time during the Effectiveness  Period without
     being succeeded  within 30 days by a subsequent  Registration  Statement or
     supplement filed with and declared effective by the Commission.

          Upon the  occurrence of an Event,  the Company  agrees to decrease the
     Conversion  Price  applicable  to a  conversion  of Series A  Preferred  in
     accordance  with Section 5(d) (I) of the  Certificate of Designation by two
     percent  (2%) per month for each of the first two  months  after each Event
     Date.  Commencing  on the third month after an Event Date,  the two percent
     (2%)  monthly  penalty  shall be paid to the Holder in cash or stock at the
     companies option.  Such increase in discount and/or payment in cash, as the
     case may be, shall be paid as liquidated damages,  and not as a penalty, to
     each Holder;  provided,  that such  liquidated  damages will, in each case,
     cease to accrue (subject to the occurrence of another Event) on the date in
     which the  applicable  Registration  Statement  is no longer  subject to an
     order suspending the effectiveness  thereof or Proceedings relating thereto
     or a subsequent Shelf Registration is declared effective.

          The Company shall notify each Holder within ten days of each Event and
     Event  Date.  The  Company  shall  pay  the  liquidated  damage  due on the
     Registrable Securities to each Holder of record as at the Event Date on the
     third  Business Day of each month in which such  liquidated  damages  shall
     accrue by check  delivered  to the  address  for notice of such  Holder set
     forth herein.


     5.   Registration Expenses
          ---------------------

               (a) All fees  and  expenses  incident  to the  performance  of or
          compliance  with this  Agreement by the Company  shall be borne by the
          Company whether or not the Registration  Statement is filed or becomes
          effective  and  whether  or not any  Registrable  Securities  are sold
          pursuant to the Registration Statement. The fees and expenses referred
          to in the foregoing sentence shall include,  without  limitation,  (i)
          all registration and filing fees (including,  without limitation, fees
          and expenses (A) with respect to filings  required to be made with the
          Commission.  and (B) in compliance  with state  securities or Blue Sky
          laws (including, without limitation,  disbursements of counsel for the
          underwriters or Holders in connection with Blue Sky  qualifications of
          the Registrable Securities and determination of the eligibility of the
          Registrable   Securities  for  investment   under  the  laws  of  such
          jurisdictions  as the managing  underwriters,  if any, or Holders of a
          majority of  Registrable  Securities  may  designate,  not to exceed a
          total  of  $5,000)),   (ii)  printing  expenses  (including,   without
          limitation,   expenses  of  printing   certificates   for  Registrable
          Securities   and  of  printing   prospectuses   if  the   printing  of
          prospectuses is requested by the managing underwriters,  if any, or by
          the holders of a majority of the  Registrable  Securities  included in
          the Registration Statement),  (iii) messenger,  telephone and delivery
          expenses,  (iv) fees and  disbursements of counsel for the Company and

                                       10

                                      -59-
<PAGE>

          Special Counsel for the Holders  (subject to the provisions of Section
          5(b)), (v) fees and disbursements of all independent  certified public
          accountants  referred  to in  Section  3(1)(iii)  (including,  without
          limitation,  the  expenses  of any  special  audit and "cold  comfort"
          letters required by or incident to such performance),  (vi) Securities
          Act liability insurance, if the Company so desires such insurance, and
          (vii) fees and expenses of all other  Persons  retained by the Company
          in connection with the consummation of the  transactions  contemplated
          by this Agreement.  In addition,  the Company shall be responsible for
          all  of  its  internal   expenses  incurred  in  connection  with  the
          consummation  of  the  transactions  contemplated  by  this  Agreement
          (including,  without  limitation,  all  salaries  and  expenses of its
          officers and employees  performing  legal or accounting  duties),  the
          expense  of any  annual  audit,  the fees  and  expenses  incurred  in
          connection  with the  listing  of the  Registrable  Securities  on any
          securities  exchange on which similar securities issued by the Company
          are then listed.


     6. Indemnification
        ---------------

          (a)  Indemnification by the Company.
               -------------------------------
               The Company shall,  notwithstanding termination of this Agreement
               and without  limitation  as to time,  indemnify and hold harmless
               each Holder, the officers, directors, agents, brokers, investment
               advisors and employees of each of them,  each Person who controls
               any  such  Holder  (within  the  meaning  of  Section  15 of  the
               Securities  Act  or  Section  20 of the  Exchange  Act)  and  the
               officers,   directors,   agents  and   employees   of  each  such
               controlling Person, to the fullest extent permitted by applicable
               law,  from  and  against  any and all  losses,  claims,  damages,
               liabilities,  costs  (including,  without  limitation,  costs  of
               preparation  and  attorneys'  fees) and  expenses  (collectively,
               "Losses"), as incurred,  arising out of or relating to any untrue
               or alleged  untrue  statement of a material fact contained in the
               Registration Statement,  any Prospectus or any form of prospectus
               or in any amendment or supplement  thereto or in any  preliminary
               prospectus,  or arising  out of or  relating  to any  omission or
               alleged omission of a material fact required to be stated therein
               or necessary to make the  statements  therein (in the case of any
               Prospectus or form of prospectus or supplement  thereto, in light
               of the circumstances  under which they were made) not misleading,
               except to the extent,  but only to the  extent,  that such untrue
               statements  or  omissions  are  based  solely  upon   information
               regarding  such Holder  furnished in writing to the Company by or
               on  behalf  of  such  Holder  expressly  for use  therein,  which
               information  was  reasonably  relied  on by the  Company  for use
               therein or to the extent  that such  information  relates to such
               Holder  or such  Holder's  proposed  method  of  distribution  of
               Registrable Securities and was reviewed and expressly approved in
               writing  by such  Holder  expressly  for use in the  Registration
               Statement,  such  Prospectus or such form of Prospectus or in any
               amendment or  supplement  thereto.  The Company  shall notify the
               Holders promptly of the  institution,  threat or assertion of any
               Proceeding of which the Company is aware in  connection  with the
               transactions contemplated by this Agreement.

                                       11

                                      -60-
<PAGE>

          (b)  Indemnification by Holders.
               ---------------------------
               In connection with the Registration Statement,  each Holder shall
          furnish to the  Company in writing  such  information  as the  Company
          reasonably  requests  for  use in  connection  with  the  Registration
          Statement or any Prospectus and agrees, jointly and not severally,  to
          indemnify and hold harmless the Company,  their  directors,  officers,
          agents and employees, each Person who controls the Company (within the
          meaning  of  Section 15 of the  Securities  Act and  Section 20 of the
          Exchange  Act), and the  directors,  officers,  agents or employees of
          such  controlling   Persons,   to  the  fullest  extent  permitted  by
          applicable  law, from and against all Losses (as determined by a court
          of competent jurisdiction in a final judgment not subject to appeal or
          review)  arising  solely  out  of or  based  solely  upon  any  untrue
          statement of a material fact contained in the Registration  Statement,
          any Prospectus, or any form of prospectus, or arising solely out of or
          based  solely  upon any  omission  of a material  fact  required to be
          stated  therein  or  necessary  to make  the  statements  therein  not
          misleading  to the extent,  but only to the  extent,  that such untrue
          statement or omission is contained in any  information so furnished in
          writing by such Holder to the Company  specifically  for  inclusion in
          the   Registration   Statement  or  such   Prospectus  and  that  such
          information  was reasonably  relied upon by the Company for use in the
          Registration Statement,  such Prospectus or such form of prospectus or
          to the extent  that such  information  relates to such  Holder or such
          Holder's proposed method of distribution of Registrable Securities and
          was  reviewed  and  expressly  approved  in  writing  by  such  Holder
          expressly for use in the  Registration  Statement,  such Prospectus or
          such  form of  Prospectus.  In no event  shall  the  liability  of any
          selling  Holder  hereunder be greater in amount than the dollar amount
          of  the  proceeds  received  by  such  Holder  upon  the  sale  of the
          Registrable Securities giving rise to such indemnification obligation.

          (c)  Conduct of Indemnification Proceedings.
               ---------------------------------------
               If any Proceeding shall be brought or asserted against any Person
          entitled  to  indemnity  hereunder  (an  "Indemnified   Party"),  such
          Indemnified Party promptly shall notify the Person from whom indemnity
          is sought (the "Indemnifying  Party") in writing, and the Indemnifying
          Party shall assume the defense  thereof,  including the  employment of
          counsel  reasonably  satisfactory  to the  Indemnified  Party  and the
          payment of all fees and expenses  incurred in connection  with defense
          thereof;  provided,  that the failure of any Indemnified Party to give
          such  notice  shall  not  relieve  the   Indemnifying   Party  of  its
          obligations or  liabilities  pursuant to this  Agreement,  except (and
          only) to the extent that it shall be finally  determined by a court of
          competent  jurisdiction (which  determination is not subject to appeal
          or  further  review)  that such  failure  shall have  proximately  and
          materially adversely prejudiced the Indemnifying Party.

               An  Indemnified  Party  shall  have the right to employ  separate
          counsel  in any such  Proceeding  and to  participate  in the  defense
          thereof,  but the fees and  expenses of such  counsel  shall be at the
          expense  of  such  Indemnified  Party  or  Parties  unless:   (1)  the
          Indemnifying  Party has agreed to pay such fees and  expenses;  or (2)
          the  Indemnifying  Party  shall  have  failed  promptly  to assume the
          defense  of  such   Proceeding  and  to  employ   counsel   reasonably
          satisfactory to such Indemnified Party in any such Proceeding;  or (3)
          the named  parties to any such  Proceeding  (including  any  impleaded
          parties)  include  both such  Indemnified  Party and the  Indemnifying
          Party, and such  Indemnified  Party shall have been advised by counsel
          that a conflict  of  interest  is likely to exist if the same  counsel
          were to represent such Indemnified  Party and the  Indemnifying  Party
          (in which case, if such  Indemnified  Party notifies the  Indemnifying
          Party in  writing  that it elects to employ  separate  counsel  at the
          expense of the Indemnifying  Party,  the Indemnifying  Party shall not
          have the right to assume the defense thereof and such counsel shall be
          at the expense of the  Indemnifying  Party).  The  Indemnifying  Party

                                       12

                                      -61-
<PAGE>

          shall not be liable for any settlement of any such Proceeding effected
          without its written  consent,  which consent shall not be unreasonably
          withheld.  No  Indemnifying  Party  shall,  without the prior  written
          consent of the Indemnified Party, effect any settlement of any pending
          Proceeding  in  respect  of which  any  Indemnified  Party is a party,
          unless  such  settlement  includes  an  unconditional  release of such
          Indemnified  Party from all  liability  on claims that are the subject
          matter of such Proceeding.

               All  fees  and  expenses  of  the  Indemnified  Party  (including
          reasonable fees and expenses to the extent incurred in connection with
          investigating  or preparing to defend such  Proceeding in a manner not
          inconsistent  with  this  Section)  shall  be paid to the  Indemnified
          Party, as incurred,  within 10 Business Days of written notice thereof
          to the  Indemnifying  Party  (regardless  of whether it is  ultimately
          determined   that   an   Indemnified   Party   is  not   entitled   to
          indemnification  hereunder;  provided, that the Indemnifying Party may
          require such Indemnified Party to undertake to reimburse all such fees
          and expenses to the extent it is finally  judicially  determined  that
          such Indemnified Party is not entitled to indemnification hereunder).

          (d) Contribution.
              -------------
               If a claim  for  indemnification  under  Section  6(a) or 6(b) is
          unavailable to an Indemnified  Party or is  insufficient  to hold such
          Indemnified  Party  harmless  for any  Losses in respect of which this
          Section  would apply by its terms (other than by reason of  exceptions
          provided in this Section),  then each  Indemnifying  Party, in lieu of
          indemnifying  such Indemnified  Party,  shall contribute to the amount
          paid or payable by such Indemnified  Party as a result of such Losses,
          in such  proportion as is appropriate to reflect the relative fault of
          the  Indemnifying  Party and Indemnified  Party in connection with the
          actions,  statements or omissions that resulted in such Losses as well
          as any other relevant equitable considerations.  The relative fault of
          such  Indemnifying  Party and Indemnified Party shall be determined by
          reference  to,  among other  things,  whether any action in  question,
          including any untrue or alleged untrue statement of a material fact or
          omission  or alleged  omission of a material  fact,  has been taken or
          made by, or relates to  information  supplied  by,  such  Indemnifying
          Party  or  Indemnified   Party,  and  the  parties'  relative  intent,
          knowledge, access to information and opportunity to correct or prevent
          such action,  statement  or omission.  The amount paid or payable by a
          party as a result of any Losses shall be deemed to include, subject to
          the  limitations  set forth in Section 6(c),  any  attorneys' or other
          fees or  expenses  incurred  by such  party  in  connection  with  any
          Proceeding  to the extent such party would have been  indemnified  for
          such fees or  expenses  if the  indemnification  provided  for in this
          Section was available to such party.

               The parties  hereto agree that it would not be just and equitable
          if  contribution  pursuant to this Section 6(d) were determined by pro
          rata  allocation  or by any other method of  allocation  that does not
          take into  account  the  equitable  considerations  referred to in the
          immediately  preceding  paragraph.  Notwithstanding  the provisions of
          this Section 6(d), the Purchaser  shall not be required to contribute,
          in the  aggregate,  any  amount in  excess of the  amount by which the
          proceeds  actually  received  by the  Purchaser  from  the sale of the
          Registrable Securities subject to the Proceeding exceeds the amount of
          any damages that the Purchaser  has otherwise  been required to pay by

                                       13

                                      -62-

<PAGE>

          reason of such  untrue or alleged  untrue  statement  or  omission  or
          alleged  omission.  No Person guilty of  fraudulent  misrepresentation
          (within the meaning of Section 11(f) of the  Securities  Act) shall be
          entitled  to  contribution  from any Person who was not guilty of such
          fraudulent misrepresentation.

               The  indemnity  and  contribution  agreements  contained  in this
          Section are in addition to any liability that the Indemnifying Parties
          may have to the Indemnified Parties.


     7. Rule 144
        --------

          The Company  shall file the  reports  required to be filed by it under
     the  Securities  Act and the Exchange Act in a timely manner and, if at any
     time the Company is not required to file such reports,  they will, upon the
     request of any Holder, make publicly available other information so long as
     necessary  to permit  sales of its  securities  pursuant  to Rule 144.  The
     Company  further  covenants  that it will take such  further  action as any
     Holder may reasonably request, all to the extent required from time to time
     to enable such Holder to sell Registrable  Securities without  registration
     under the Securities  Act within the limitation of the exemptions  provided
     by Rule 144.  Upon the request of any Holder,  the Company shall deliver to
     such  Holder a written  certification  of a duly  authorized  officer as to
     whether it has complied with such requirements.


     8. Miscellaneous
        -------------

          (a) Remedies.
              ---------
               In the event of a breach by the Company or by a Holder, of any of
          their obligations under this Agreement, each Holder or the Company, as
          the case may be, in addition to being  entitled to exercise all rights
          granted  by law  and  under  this  Agreement,  including  recovery  of
          damages,  will be entitled to specific performance of its rights under
          this  Agreement.  The  Company  and each  Holder  agree that  monetary
          damages  would  not  provide  adequate  compensation  for  any  losses
          incurred by reason of a breach by it of any of the  provisions of this
          Agreement and hereby  further  agrees that, in the event of any action
          for specific performance in respect of such breach, it shall waive the
          defense that a remedy at law would be adequate.

          (b) No Inconsistent Agreements.
              ---------------------------
               Except as specifically  set forth in Schedule 3.1 to the Purchase
          Agreement,  none of the Company nor any of its subsidiaries has, as of
          the date hereof, nor shall the Company or any of its subsidiaries,  on
          or after the date of this  Agreement,  enter into any  agreement  with
          respect to its securities that is inconsistent with the rights granted
          to the  Holders in this  Agreement  or  otherwise  conflicts  with the
          provisions hereof. Except as set specifically forth in Schedule 3.1 to
          the  Purchase   Agreement,   none  of  the  Company  nor  any  of  its
          subsidiaries  has previously  entered into any agreement  granting any
          registration  rights  with  respect  to any of its  securities  to any
          Person. Without limiting the generality of the foregoing,  without the
          written  consent of the Holders of a majority of the then  outstanding
          Registrable Securities,  the Company shall not grant to any Person the
          right to request the Company to register any securities of the Company
          under the  Securities  Act unless the rights so granted are subject in
          all  respects  to the prior  rights in full of the  Holders  set forth
          herein,  and are not  otherwise in conflict or  inconsistent  with the
          provisions of this Agreement.

                                       14

                                      -63-

<PAGE>

          (c) Entire Agreement; Amendments.
              -----------------------------
               This Agreement, together with the Exhibits, Annexes and Schedules
          hereto,  contain the entire  understanding of the parties with respect
          to the subject  matter hereof and supersede all prior  agreements  and
          understandings, oral or written, with respect to such matters.

          (d) Amendments and Waivers.
              -----------------------
               The  provisions of this  Agreement,  including the  provisions of
          this  sentence,  may not be  amended,  modified or  supplemented,  and
          waivers or consents to departures  from the provisions  hereof may not
          be  given,  unless  the same  shall be in  writing  and  signed by the
          Company and the Holders of at least a majority of the then outstanding
          Registrable Securities;  provided,  however, that, for the purposes of
          this  sentence,  Registrable  Securities  that are owned,  directly or
          indirectly,  by the  Company,  or an  Affiliate of the Company are not
          deemed outstanding. Notwithstanding the foregoing, a waiver or consent
          to depart from the  provisions  hereof  with  respect to a matter that
          relates  exclusively  to the  rights  of  Holders  and  that  does not
          directly or indirectly affect the rights of other Holders may be given
          by Holders of at least a majority  of the  Registrable  Securities  to
          which such  waiver or consent  relates;  provided,  however,  that the
          provisions  of  this  sentence  may  not  be  amended,   modified,  or
          supplemented   except  in  accordance   with  the  provisions  of  the
          immediately preceding sentence.

          (e) Notices.
              --------
               Any notice or other  communication  required or  permitted  to be
          given  hereunder  shall be in writing and shall be deemed to have been
          received (a) upon hand delivery (receipt  acknowledged) or delivery by
          telex (with correct answer back received), telecopy or facsimile (with
          transmission  confirmation report) at the address or number designated
          below (if  delivered on a business day during  normal  business  hours
          where  such  notice  is to be  received),  or the first  business  day
          following  such  delivery (if  delivered  other than on a business day
          during normal  business  hours where such notice is to be received) or
          (b) on the  second  business  day  following  the date of  mailing  by
          express courier service, fully prepaid,  addressed to such address, or
          upon actual receipt of such mailing,  whichever shall first occur. The
          addresses for such communications shall be:

                                       15

                                      -64-

<PAGE>

     If to the Company:
                                                 Pipeline Technologies, Inc.
                                                 1001 Kings Avenue
                                                 Jacksonville, FL  32207

                                                 Attn: Timothy Murtaugh



     With copies to:                            --------------------------------

                                                --------------------------------

                                                --------------------------------

                                           Attn:
                                                --------------------------------



     If to the Purchaser:                       --------------------------------

                                                --------------------------------

                                                --------------------------------

                                           Attn:
                                                --------------------------------



     With copies to:                            --------------------------------

                                                --------------------------------

                                                --------------------------------

                                           Attn:
                                                --------------------------------




          (f) Successors and Assigns.
              -----------------------
               This Agreement  shall inure to the benefit of and be binding upon
          the successors and permitted  assigns of each of the parties and shall
          inure to the  benefit of each  Holder.  The Company may not assign its
          rights or obligations  hereunder  without the prior written consent of
          each Holder.

                                       16

                                      -65-
<PAGE>

          (g) Counterparts.
              -------------
               This  Agreement  may be executed  in any number of  counterparts,
          each of which when so executed  shall be deemed to be an original and,
          all of  which  taken  together  shall  constitute  one  and  the  same
          Agreement.  In the event that any  signature is delivered by facsimile
          transmission,  such signature shall create a valid binding  obligation
          of the party executing (or on whose behalf such signature is executed)
          the same with the same force and effect as if such facsimile signature
          were the original thereof.

          (h) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
              ----------------------------------------------------------------
               This  Agreement  shall be governed by and construed in accordance
          with the laws of the State of Colorado,  without  regard to principles
          of conflicts of law.  Each of the  purchasers  and the company  hereby
          irrevocably submits to the jurisdiction of any Colorado state court or
          any federal court sitting in the State of Colorado collectively,  (the
          "Colorado  Courts")  in respect of any  Proceeding  arising  out of or
          relating to this Agreement,  and irrevocably accepts for itself and in
          respect of its property,  generally and unconditionally,  jurisdiction
          of the  Colorado  Courts.  The  Company  and  each  of the  purchasers
          irrevocably  waives to the  fullest  extent it may  effectively  do so
          under  applicable  law any objection that it may now or hereafter have
          to the  laying  of the  venue of any such  Proceeding  brought  in any
          Colorado Court and any claim that any such  Proceeding  brought in any
          Colorado  Court has been  brought in an  inconvenient  forum.  Nothing
          herein  shall  affect  the right of any party to serve  process in any
          manner permitted by law or to commence legal  proceedings or otherwise
          proceed against the company in any other jurisdiction.

          (i) Cumulative Remedies.
              --------------------
               The remedies  provided herein are cumulative and not exclusive of
          any remedies provided by law.

          (j) Severability.
              -------------
               If any term, provision, covenant or restriction of this Agreement
          is held by a court of competent  jurisdiction to be invalid,  illegal,
          void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
          covenants and restrictions set forth herein shall remain in full force
          and effect and shall in no way be affected,  impaired or  invalidated,
          and the parties hereto shall use their reasonable  efforts to find and
          employ an alternative  means to achieve the same or substantially  the
          same result as that contemplated by such term, provision,  covenant or
          restriction.  It is hereby stipulated and declared to be the intention
          of the parties  that they would have  executed  the  remaining  terms,
          provisions,  covenants and restrictions  without including any of such
          that   may  be   hereafter   declared   invalid,   illegal,   void  or
          unenforceable.

          (k) Headings.
              ---------
               The headings in this  Agreement are for  convenience of reference
          only and shall not limit or otherwise affect the meaning hereof.

          (l) Shares held by The Company and its Affiliates.
              ----------------------------------------------
               Whenever  the  consent or  approval  of  Holders  of a  specified
          percentage   of   Registrable   Securities   is  required   hereunder,
          Registrable  Securities  held by the Company or its Affiliates  (other
          than the Purchaser or transferees or successors or assigns  thereof if
          such  Persons  are deemed to be  Affiliates  solely by reason of their
          holdings  of such  Registrable  Securities)  shall not be  counted  in
          determining  whether such consent or approval was given by the Holders
          of such required percentage.

                                       17

                                      -66-
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                                WALLSTREET RACING STABLES, INC.

                                             By:
                                                 -------------------------------
                                                  Timothy Murtaugh
                                                  President and CEO



                                                 -------------------------------
                                                                     (PURCHASER)

                                             By:
                                                 -------------------------------
                                                 Authorized Signatory

                                       18

                                      -67-