SECURED CONVERTIBLE TERM NOTE

EXHIBIT 4.2

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE

SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF

THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE

ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT

AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY

SATISFACTORY TO FAST EDDIE RACING STABLES, INC. THAT SUCH REGISTRATION IS NOT

REQUIRED.

SECURED CONVERTIBLE TERM NOTE

FOR VALUE RECEIVED, FAST EDDIE RACING STABLES, INC., a Florida corporation

(the "Borrower"), hereby promises to pay to LAURUS MASTER FUND, LTD., c/o M&C

Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street,

George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "Holder") or

its registered assigns or successors in interest, on order, the sum of Three

Million Dollars ($3,000,000), together with any accrued and unpaid interest

hereon, on March 9, 2008 (the "Maturity Date") if not sooner paid. The original

principal amount of this Note subject to amortizing payments pursuant to Section

1.2 hereof is hereinafter referred to as the "Amortizing Principal Amount" and

the remaining original principal amount of this Note is hereinafter referred to

as the "Non-Amortizing Principal Amount." The Amortizing Principal Amount and

the Non-Amortizing Principal Amount are collectively referred to herein as the

"Principal Amount".

Capitalized terms used herein without definition shall have the meanings

ascribed to such terms in that certain Securities Purchase Agreement dated as of

the date hereof between the Borrower and the Holder (the "Purchase Agreement").

The principal amount of this Note that is contained in the Restricted

Account (as defined in the Restricted Account Agreement referred to in the

Purchase Agreement) on the date of the issuance of this Note is Two Million Five

Hundred Thousand Dollars ($2,500,000).

The following terms shall apply to this Note:

ARTICLE I

INTEREST & AMORTIZATION

1.1 (a) Interest Rate. Subject to Sections 1.1(b), 4.12 and 5.6 hereof,

interest payable on this Note shall accrue at a rate per annum (the "Interest

Rate") equal to the "prime rate" published in The Wall Street Journal from time

to time, plus three percent (3%). The prime rate shall be increased or decreased

as the case may be for each increase or decrease in the prime rate in an amount

equal to such increase or decrease in the prime rate; each change to be

effective as of the day of the change in such rate. Interest shall be calculated

on the basis of a 360 day year. Interest shall accrue but not be payable during

the period commencing on the date hereof and ending on March 31, 2005.

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Interest on the Amortizing Principal Amount shall be payable monthly, in

arrears, commencing on April 1, 2005 and on the first day of each consecutive

calendar month thereafter (each, a "Repayment Date") and on the Maturity Date,

whether by acceleration or otherwise. Accrued interest on the Non-Amortizing

Principal Amount shall be payable only on the Maturity Date or, in the event of

the redemption or conversion of all or any portion of the Non-Amortizing

Principal Amount, accrued interest on the amount so redeemed or converted shall

be paid on the date of redemption or conversion, as the case may be.

1.1 (b) Interest Rate Adjustment. The Interest Rate shall be subject to

adjustment on the last business day of each month hereafter until the Maturity

Date (each a "Determination Date"). If on any Determination Date (i) the

Borrower shall have registered under the Securities Act of 1933, as amended (the

"Securities Act"), the shares of Common Stock underlying each of the conversion

of this Note and the exercise of the Warrant issued on a registration statement

declared effective by the Securities and Exchange Commission (the "SEC"), and

(ii) the market price (the "Market Price") of the Common Stock as reported by

Bloomberg, L.P. on the Principal Market (as defined below) for the five (5)

consecutive trading days immediately preceding such Determination Date exceeds

the then applicable Fixed Conversion Price by at least twenty five percent

(25%), the Interest Rate for the succeeding calendar month shall automatically

be reduced by 25 basis points (25 b.p.) (0.25%) for each incremental twenty five

percent (25%) increase in the Market Price of the Common Stock above the Fixed

Conversion Price, after giving effect to adjustments set forth herein.

Notwithstanding the foregoing (and anything to the contrary contained in

herein), in no event shall the Interest Rate be less than zero percent (0%).

1.2 Minimum Monthly Principal Payments. Amortizing payments of the

outstanding principal amount of this Note not contained in the Restricted

Account (as defined in the Restricted Account Agreement) shall begin on July 1,

2005 and shall recur on each succeeding Repayment Date thereafter until the

Amortizing Principal Amount has been repaid in full, whether by the payment of

cash or by the conversion of such principal into Common Stock pursuant to the

terms hereof. Subject to Section 2.1 and Article 3 below, on each Repayment

Date, the Borrower shall make payments to the Holder in the amount of $14,705.88

(the "Monthly Principal Amount"), together with any accrued and unpaid interest

then due on such portion of the Amortizing Principal Amount plus any and all

other amounts which are then owing under this Note that have not been paid (the

Monthly Principal Amount, together with such accrued and unpaid interest and

such other amounts, collectively, the "Monthly Amount") ; provided that,

following a release of an amount of funds from the Restricted Account (as

defined in the Restricted Account Agreement) for the purposes set forth in the

Restricted Account Side Letter (other than with respect to a release that occurs

as a result of a conversion of any Principal Amount) (each, a "Release Amount")

each Monthly Principal Amount due on any Repayment Date occurring on or after

the 90th day following any such release shall be increased by an amount equal to

(x) such Release Amount divided by (y) the sum of (I) the number of Repayment

Dates occurring on or after the 90th day following any such release and

remaining until the Maturity Date plus (II) one (1). Any Principal Amount that

remains outstanding on the Maturity Date shall be due and payable on the

Maturity Date.

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ARTICLE II

CONVERSION REPAYMENT

2.1 (a) Payment of Monthly Amount in Cash or Common Stock. If the Monthly

Amount (or a portion thereof of such Monthly Amount if such portion of the

Monthly Amount would have been converted into shares of Common Stock but for

Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the

Borrower shall pay the Holder an amount equal to the Monthly Amount due and

owing to the Holder on the Repayment Date in cash. If the Monthly Amount (or a

portion of such Monthly Amount if not all of the Monthly Amount may be converted

into shares of Common Stock pursuant to Section 3.2) is required to be paid in

shares of Common Stock pursuant to Section 2.1(b), the number of such shares to

be issued by the Borrower to the Holder on such Repayment Date (in respect of

such portion of the Monthly Amount converted into in shares of Common Stock

pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the

portion of the Monthly Amount converted into shares of Common Stock, by (y) the

then applicable Fixed Conversion Price. For purposes hereof, the initial "Fixed

Conversion Price" means $0.83.

(b) Monthly Amount Conversion Guidelines. Subject to Sections

2.1(a), 2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock

all or a portion of the Monthly Amount due on each Repayment Date according to

the following guidelines (collectively, the "Conversion Criteria"): (i) the

average closing price of the Common Stock as reported by Bloomberg, L.P. on the

Principal Market for the five (5) consecutive trading days immediately preceding

such Repayment Date shall be greater than or equal to 120% of the Fixed

Conversion Price and (ii) the amount of such conversion does not exceed twenty

five percent (25%) of the aggregate dollar trading volume of the Common Stock

for the twenty two (22) day trading period immediately preceding the applicable

Repayment Date. If the Conversion Criteria are not met, the Holder shall convert

only such part of the Monthly Amount that meets the Conversion Criteria. Any

part of the Monthly Amount due on a Repayment Date that the Holder has not been

able to convert into shares of Common Stock due to failure to meet the

Conversion Criteria, shall be paid by the Borrower in cash within three (3)

business days following the applicable Repayment Date.

(c) Application of Conversion Amounts. Any amounts converted by the

Holder pursuant to Section 2.1(b) shall be deemed to constitute payments of, or

applied against, (i) first, outstanding fees, (ii) second, accrued interest on

the Amortizing Principal Amount, and (iii) third, the Amortizing Principal

Amount.

2.2 No Effective Registration. Notwithstanding anything to the contrary

herein, no amount payable hereunder may be converted into Common Stock unless

(a) either (i) an effective current Registration Statement (as defined in the

Registration Rights Agreement) covering the shares of Common Stock to be issued

in satisfaction of such obligations exists, or (ii) an exemption from

registration of the Common Stock is available pursuant to Rule 144 of the

Securities Act, and (b) no Event of Default hereunder exists and is continuing,

unless such Event of Default is cured within any applicable cure period or is

otherwise waived in writing by the Holder in whole or in part at the Holder's

option.

2.3 Optional Redemption of Amortizing Principal Amount. The Borrower will

have the option of prepaying the outstanding Amortizing Principal Amount

("Optional Amortizing

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Redemption"), in whole or in part, by paying to the Holder a sum of money equal

to (i) one hundred twenty five percent (125%) of the Amortizing Principal Amount

to be redeemed, together with accrued but unpaid interest thereon and (ii) any

and all other sums due, accrued or payable to the Holder arising under this

Note, the Purchase Agreement or any Related Agreement (the preceding clauses (i)

and (ii), collectively, the "Amortizing Redemption Amount") on the Amortizing

Redemption Payment Date (as defined below). The Borrower shall deliver to the

Holder a notice of redemption (the "Notice of Amortizing Redemption") specifying

the date for such Optional Amortizing Redemption (the "Amortizing Redemption

Payment Date"), which date shall be not less than seven (7) business days after

the date of the Notice of Amortizing Redemption (the "Redemption Period"). A

Notice of Amortizing Redemption shall not be effective with respect to any

portion of the Amortizing Principal Amount for which the Holder has a pending

election to convert pursuant to Section 3.1, or for conversions initiated or

made by the Holder pursuant to Section 3.1 during the Redemption Period. The

Amortizing Redemption Amount shall be determined as if such Holder's conversion

elections had been completed immediately prior to the date of the Notice of

Amortizing Redemption. On the Amortizing Redemption Payment Date, the Amortizing

Redemption Amount shall be paid in good funds to the Holder. In the event the

Borrower fails to pay the Amortizing Redemption Amount on the Amortizing

Redemption Payment Date as set forth herein, then such Notice of Amortizing

Redemption will be null and void.

2.4 Optional Redemption of Non-Amortizing Principal Amount. The Borrower

will have the option of repaying the outstanding Non-Amortizing Principal Amount

("Optional Non-Amortizing Redemption"), in whole or in part, by paying the

Holder a sum of money equal to one hundred twenty percent (120%) of the

Non-Amortizing Principal Amount to be redeemed, together with accrued but unpaid

interest thereon (the "Non-Amortizing Redemption Amount") on the Non-Amortizing

Redemption Date (as defined below). The Borrower shall deliver to the Holder a

written notice of redemption (the "Notice of Non-Amortizing Redemption")

specifying the date for such Optional Non-Amortizing Redemption (the

"Non-Amortizing Redemption Date"), which date shall be not less than seven (7)

business days after the date of the Notice of Non-Amortizing Redemption (the

"Non-Amortizing Redemption Period"). A Notice of Non-Amortizing Redemption shall

not be effective with respect to any portion of the Non-Amortizing Principal

Amount for which the Holder has a pending election to convert pursuant to

Section 3.1, or for conversions initiated or made by the Holder pursuant to

Section 3.1 during the Non-Amortizing Redemption Period. The Non-Amortizing

Redemption Amount shall be determined as if the Holder's conversion elections

had been completed immediately prior to the date of the Notice of Non-Amortizing

Redemption. On the Non-Amortizing Redemption Date, the Non-Amortizing Redemption

Amount shall be paid (i) in good funds to the Holder, (ii) by furnishing the

Holder written direction to notify the bank holding the Restricted Account to

release from the Restricted Account and deliver to the Holder a sum of money

equal to the Non-Amortizing Redemption Amount, or (iii) if the amount on deposit

in the Restricted Account is less than the Non-Amortizing Redemption Amount, by

furnishing the Holder written direction to notify t