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                                                                     EXHIBIT 2.4

                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT


         This Amendment No. 1 to Stock Purchase Agreement (this "Amendment"),
dated as of October 2, 2003, is by and among DIRT Motorsports, Inc., a New York
corporation (the "Corporation"), Glenn Donnelly ("Shareholder"), Boundless Motor
Sports Racing, Inc., a Colorado corporation ("Parent"), and Boundless Track
Operations, Inc., a Nevada corporation ("Purchaser"). The above persons and
entities are sometimes each referred to herein as a "Party" and collectively, as
the "Parties".

                                    RECITALS

         A. The Parties are parties to that certain Stock Purchase Agreement,
dated as of August 13, 2003 (the "Agreement"). All capitalized terms not
otherwise defined herein have the meanings set forth in the Agreement.

         B. The Parties desire to amend the Agreement to the extent provided
below.

         C. NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for good and valuable consideration, the adequacy, receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

                                   AGREEMENTS

         1. Section 2.2 of the Agreement is hereby amended to read in its
entirety as follows:

                   "2.2 PURCHASE PRICE. The purchase price for the Stock shall
            be $3,550,000 (the "Purchase Price"), which Purchase Price shall be
            payable as follows: (i) $1,775,000 shall be payable in cash as
            follows: (A) $500,000 of which shall be payable by cheek on or prior
            to October 15, 2003; (B) $500,000 of which shall be payable by check
            on or prior to January 1, 2004; and (C) the remaining $775,000 shall
            be payable by check at the Closing (the "Closing Cash
            Consideration"); and (ii) the remaining $1,775,000 shall be payable
            by the delivery to the Corporation by Purchaser of 591,667 shares
            (the "Parent Shares") of Parent Stock; it being agreed and
            understood that on or prior to October 15, 2003, Parent will
            instruct its transfer agent to deliver to the Corporation a
            certificate evidencing the Parent Shares.

         2. Sections 7.9 of the Agreement is hereby deleted in its entirety.

         3. Section 8.4 of the Agreement is hereby deleted in its entirety.

         4. Section 9.2, subpart (a) of the Agreement is hereby amended to read
as follows:

                  "(a) the Closing Cash Consideration by check;"

         5. Section 9.2(b) of the Agreement is hereby deleted in its entirety.

         6. The "October 31, 2003" dates set forth in subparts (d) and (e) of
Section 12.1 of the Agreement are hereby changed to "March 31, 2004".


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         7. From October 6, 2003, until the earlier of (i) March 31, 2004; or
(ii) the Closing (as defined in the Agreement), Shareholder and Purchaser shall
jointly operate and manage the Corporation (including, without limitation,
co-managing and co-operating any and all racing events being managed and/or
operated by the Corporation. In consideration for the above, the parties hereto
agree that Purchaser shall on there financial reporting be allowed to
incorporate and book all of the income and expenditures of the Corporation from
October 6th, 2003 to the said closing date.

         8. The Employment Agreement shall become effective as of January 1,
2004, irregardless of whether or not the Closing occurs by such date.

                                  MISCELLANEOUS

         1. Except as modified and amended hereby, the Agreement is and shall
remain in force and effect in accordance with its terms.

         2. This Amendment may be executed in several counterparts, all of which
are identical, each of which shall be deemed an original, and all of which
counterparts together shall constitute one and the same instrument.

         3. This Amendment shall be governed by and construed in accordance
with, the laws of the State of Texas, regardless of the laws that might
otherwise govern under principles of conflicts of laws applicable thereto.



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         EXECUTED as of the date first above written.

                                   DIRT MOTORSPORTS, INC.

                                   By: /s/ GLENN DONNELLY
                                      -----------------------------------------
                                       Glenn Donnelly, CEO and President


                                       /s/ GLENN DONNELLY
                                   --------------------------------------------
                                       Glenn Donnelly

                                   BOUNDLESS MOTOR SPORTS RACING, INC.

                                   By: /s/ LES WULF
                                      -----------------------------------------
                                       Les Wulf, President

                                   BOUNDLESS TRACK OPERATIONS, INC.


                                   By: /s/ LES WULF
                                      -----------------------------------------
                                       Les Wulf, President