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                                                                    EXHIBIT 10.2

                                 PROMISSORY NOTE

$600,000.00                                                         July 1, 2003


         FOR VALUE RECEIVED, the undersigned, Boundless Motor Sports Racing,
Inc., a Nevada corporation ("Maker"), promises to pay to the order of Paul
Kruger ("Payee"), at such address as Payee may advise Maker in writing from time
to time, the principal sum of SIX HUNDRED THOUSAND AND 00/100 DOLLARS
($600,000.00), in lawful currency of the United States of America, together with
interest accrued thereon (calculated on the basis of a 365-day year) at a rate
of 4% per annum from the date that such principal balance is delivered to Maker
until the date that this Note is paid in full.

         1. Payments. The entire principal balance of, and accrued interest on,
this Note is due and payable in full on July 1, 2004; provided, however, that
notwithstanding the above, the principal balance of, and accrued but unpaid
interest on, this Note shall be due and payable upon the closing of any public
of private offering by Maker and/or any parent corporation of Maker in which the
gross proceeds from such offering are at least $3 million.

         2. Optional Prepayment. Maker may at its sole option prepay all or any
part of the principal of this Note, or interest thereon, before maturity without
penalty or premium. All such prepayments shall first be applied to accrued
interest under this Note, and the remaining balance of any such prepayments, if
any, shall be applied to principal of this Note.

         3. Events of Default and Remedies. At the option of Payee the entire
principal balance of, together with all accrued and unpaid interest on, this
Note shall at once become due and payable, without further notice or demand,
upon the occurrence at any time of any of the following events of default
("Events of Default"):

               (a) Failure of Maker to make any payment of principal or interest
when due hereunder; or

               (b) Failure of Maker to perform any covenant, agreement or
condition contained herein, except the failure of Maker to make any payment of
principal or interest when due hereunder, and such failure continues for a
period of 10 days after the receipt by Maker of written notice from Payee of the
occurrence of such failure; or

               (c) Maker shall (i) become insolvent, (ii) voluntarily seek,
consent to, acquiesce in the benefit or benefits of any Debtor Relief Law (as
hereinafter defined) or (iii) become party to (or be made the subject of) any
proceeding provided by any Debtor Relief Law, other than as a creditor or
claimant, that could suspend or otherwise adversely affect the rights of Payee
granted hereunder (unless in the event such proceeding is involuntary, the
petition instituting the same is dismissed within 90 days of the filing of
same). As used herein, the term "Debtor Relief Law" means the Bankruptcy Code of
the United States of America and all other applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, receivership,


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insolvency, reorganization or similar debtor relief laws from time to time in
effect affecting the rights of creditors generally.

         In the event any one or more of the Events of Default specified above
shall have happened, the holder of this Note may (i) enforce its rights, if any,
under this Note and/or (ii) proceed to protect and enforce its rights either by
suit in equity and/or by action at law, or by other appropriate proceedings,
whether for the specific performance of any covenant or agreement contained in
this Note or in aid of the exercise of any power or right granted by this Note,
or to enforce any other legal and equitable right of the holder of this Note.

         4. Waiver. Except as expressly provided herein, Maker, and each surety,
endorser, guarantor and other party ever liable for the payment of any sum of
money payable on this Note, jointly and severally waive demand, presentment,
protest, notice of non-payment, notice of intention to accelerate, notice of
protest and any and all lack of due diligence or delay in collection or the
filing of suit hereon which may occur.

         5. Cumulative Rights. No delay on the part of the holder of this Note
in the exercise of any power or right under this Note shall operate as a waiver
thereof, nor shall a single or partial exercise of any other power or right.
Enforcement by the holder of this Note of any security for the payment hereof
shall not constitute any election by it of remedies so as to preclude the
exercise of any other remedy available to it.

         6. Notices. Any notice or demand given hereunder by the holder hereof
shall be deemed to have been given and received (i) when actually received by
Maker, if delivered in person or by facsimile transmission, or (ii) if mailed,
on the earlier of the date actually received or (whether ever received or not)
three Business Days (as hereinafter defined) after a letter containing such
notice, certified or registered, with postage prepaid, addressed to Maker, is
deposited in the United States mail. The address of Maker is 1801 Gateway Blvd.,
Suite 105, Richardson, Texas 75080, or such other address as Maker shall advise
the holder hereof by certified or registered letter by this same procedure.
"Business Day" means every day which is not a Saturday, Sunday or legal holiday.

         7. Successors and Assigns. This Note and all covenants, promises and
agreements contained herein shall be binding upon and inure to the benefit of
the respective legal representatives, personal representatives, devisees, heirs,
successors and assigns of Payee and Maker.

         8. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. IN CASE ANY ONE OR MORE OF
THE PROVISIONS CONTAINED IN THIS NOTE SHALL FOR ANY REASON BE HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF.

         9. Usury Savings Clause. Any provision in this Note or in any other
document executed in connection herewith, or in any other agreement or
commitment, whether written or oral, express or implied, to the contrary
notwithstanding, Payee shall not in any event be entitled


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to receive or collect, nor shall or may amounts received hereunder be credited,
so that Payee shall be paid, as interest, a sum greater than the maximum rate of
interest permitted by applicable law. If any construction of this Note, or any
and all other papers, agreements or commitments, indicates a different right
given to Payee to ask for, demand or receive any larger sum as interest, such is
a mistake in calculation or wording, which this clause shall override and
control; it being the intention of the parties that this Note and all other
instruments relating to this Note shall in all things comply with applicable
law, and proper adjustment shall automatically be made accordingly. In the event
Payee ever receives, collects or applies as interest, any sum in excess of the
maximum rate of interest permitted by applicable law, such excess amount shall
be applied to the reduction of the unpaid principal balance of this Note in the
inverse order of maturity, and if this Note is paid in full, any remaining
excess shall be paid to Maker. In determining whether or not the interest paid
or payable, under any specific contingency, exceeds the maximum rate of interest
permitted by applicable law, Maker and Payee shall, the maximum extent permitted
under applicable law (i) characterize any nonprincipal payment as an expense,
fee or premium rather than as interest, (ii) exclude voluntary prepayments and
the effects thereof, and (iii) "spread" the total amount of interest throughout
the entire term of this Note so that the interest rate is uniform throughout the
entire term hereof.

         10. Attorneys' Fees and Costs. In the event an Event of Default shall
occur, and in the event that thereafter this Note is placed in the hands of an
attorney for collection, or in the event this Note is collected in whole or in
part through legal proceedings of any nature, then and in any such case Maker
promises to pay all costs of collection, including, but not limited to,
reasonable attorneys' fees incurred by the holder hereof on account of such
collection, whether or not suit is filed.

         11. Headings. The headings of the sections of this Note are inserted
for convenience only and shall not be deemed to constitute a part hereof.

         EXECUTED as of the day and year first above written.


                                          BOUNDLESS MOTOR SPORTS RACING, INC.



                                          By:
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                                                Jesse Shelmire, CEO

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