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                                                                    EXHIBIT 2.10


                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

         This Amendment No. 1 to Stock Purchase Agreement (this "Amendment"),
dated as of November 28, 2003, is by and among World of Outlaws, Inc., a Texas
corporation (the "Corporation"), Ted Johnson ("Shareholder"), and Boundless
Track Operations, Inc., a Nevada corporation (f/k/a Boundless Motor Sports
Racing, Inc.) ("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 an amount equal to $5,000,000 less: (i) the
                  outstanding principal balance of and accrued but unpaid
                  interest on the Bridge Note as of the Closing Date (with such
                  principal being $1,200,000 as of December 9, 2003), all of
                  which shall be due and payable at the Closing, by wire
                  transfer of immediately available funds to the account
                  designated in writing by Shareholder; and (ii) the dollar
                  amount of any debts and/or obligations of the Corporation as
                  of the Closing Date (the "Purchase Price"), it being agreed
                  and understood that as of December 9, 2003, such debts and/or
                  obligations include, without limitation, the debts and
                  obligations identified on Schedule 2.2 attached hereto."

         2. A new Section 2.3 is hereby added to the Agreement, which Section
2.3 shall read in its entirety as follows

                           "2.3 Interim Management. From December 9, 2003 until
                  the earlier of: (i) the Closing; or (ii) the termination of
                  this Agreement, Paul Kruger shall serve as interim Chief
                  Executive Officer to work with Shareholder and Corporation as
                  Chief Executive Officer. During this interim period, (a)
                  neither the Corporation nor Shareholder shall enter into any
                  contract or agreement concerning the business or operations of
                  the Company without the consent of each of Shareholder,
                  Corporation and Mr. Kruger; (b) neither the Corporation nor
                  Shareholder shall terminate


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                  any personnel or alter the duties of any personnel without the
                  consent of each of Shareholder, Corporation and Mr. Kruger;
                  and (c) Mr. Kruger shall have complete access to the
                  facilities, books, records and personnel of the Corporation."

         3. A new Section 7.11 is hereby added to the Agreement, which Section
7.1 shall read in its entirety as follows:

                           "7.1 Financial Statements. Purchaser, at its expense,
                  shall have the right to obtain (and the Shareholder and the
                  Corporation shall cooperate with Purchaser in such endeavor)
                  audited balance sheets and related audited statements of
                  income, retained earnings and cash flows for the Corporation
                  for the twelve-month periods ended December 31, 2001 and 2002,
                  including the notes thereto, as well as unaudited balance
                  sheets and related unaudited statements of income, retained
                  earnings and cash flows for the eleven-month period ended
                  November 30, 2003 (the "Required Financial Statements"), which
                  Required Financial Statements shall be reasonably satisfactory
                  in form and substance to Purchaser."

         4. Section 9.1, subpart (f) of the Agreement is hereby amended to read
in its entirety as follows:

                           "(f) an executed two-year Consulting Agreement
                  between the Corporation and Shareholder, in the form attached
                  as Exhibit B (the "Johnson Consulting Agreement");"

         5. Section 9.2, subpart (d) of the Agreement is hereby amended to read
in its entirety as follows:

                           "(f) an executed Johnson Consulting Agreement;"

         6. Section 12.1, subpart (d) of the Agreement is hereby amended to read
in its entirety as follows:

                           "(d) At any time prior to the Closing Date by
                  Purchaser if the conditions stated in Article VII have not
                  been satisfied by the Drop-Dead Date."

         7. Section 12.1, subpart (e) of the Agreement is hereby amended to read
in its entirety as follows:

                           "(e) At any time prior to the Closing Date by the
                  Corporation and Shareholer if the conditions stated in Article
                  VIII have not been satisfied by the Drop-Dead Date."

         8. Exhibit A to the Agreement is hereby amended to add the following
definition:



                                       2

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                           "DROP-DEAD DATE" shall mean the earlier of: (i) the
                  date which is fifteen (15) days following the date of delivery
                  to Purchaser of the Required Financial Statements; or (ii)
                  April 9, 2004."

         9. The heading to Exhibit B to the Agreement is hereby changed to
"JOHNSON CONSULTING AGREEMENT", and the attached document in such Exhibit B is
hereby replaced with the document attached hereto as Exhibit B.

         10. Section 3.9 is herby amended to substitute "unaudited balance
sheets and related unaudited statements of income, retained earnings and cash
flow" in place of "audited balance sheets and related audited statements of
income, retained earnings and cash flow" in the second line of Section 3.9..

                                  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.

         EXECUTED as of the date first above written.

                                WORLD OF OUTLAWS, INC.


                                By:
                                   ---------------------------------------------
                                      Ted Johnson, CEO and President



                                ------------------------------------------------
                                      Ted Johnson


                                BOUNDLESS TRACK OPERATIONS, INC.


                                By:
                                   ---------------------------------------------
                                      Paul Kruger, Chief Executive Officer



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                                  SCHEDULE 2.2


                                    [To come]



                                    S2.2 - 1

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                                    EXHIBIT B

                          JOHNSON CONSULTING AGREEMENT



                             [See attached document]



                                      B-1