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                                                                    EXHIBIT 10.3
                                 PROMISSORY NOTE

$600,000.00                                                       June 26, 2003


         FOR VALUE RECEIVED, the undersigned, World of Outlaws, Inc., a Texas
corporation ("Maker"), promises to pay to the order of Boundless Motor Sports
Racing, Inc., a Nevada corporation ("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 8% per annum from the date that such
principal balance is delivered to Maker (which date shall be on or before July
1, 2003) 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 December 29, 2003; provided, however,
that the principal balance of, and accrued but unpaid interest on, this Note
shall be deemed to have been paid in full upon the closing of the transactions
contemplated by that certain agreement in principle, dated as of June 25, 2003,
by and among, Maker, Payee and Ted Johnson ("Johnson").

         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. Security. This Note is secured by a pledge by Johnson, the sole
shareholder of Maker, of all off the issued and outstanding stock of the
Company, pursuant to a Pledge Agreement, of even date herewith, by and between
Payee and Johnson (the "Pledge Agreement"). Payee shall be entitled to all
benefits of the remedies and security set forth in the Pledge Agreement.

         4. 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 or in the Pledge Agreement, 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)


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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, 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 under the Pledge Agreement 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 the Pledge Agreement or in
aid of the exercise of any power or right granted by this Note or the Pledge
Agreement, or to enforce any other legal and equitable right of the holder of
this Note or in the Pledge Agreement.

         5. 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.

         6. 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.

         7. 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 15 Prestige Circle,
Allen Texas 75002, 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.

         8. 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.

         9. 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


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REASON BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION
HEREOF.

         10. 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 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.

         11. 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.

         12. 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.

                                    WORLD OF OUTLAWS, INC.



                                    By:
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                                         Ted Johnson, President

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