<PAGE>
                                                                    EXHIBIT 10.7


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR BOUNDLESS MOTOR SPORTS RACING INC.
SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                       BOUNDLESS MOTOR SPORTS RACING, INC.

                                 PROMISSORY NOTE

U.S. $1,000,000                                                 JANUARY 23, 2004


         FOR VALUE RECEIVED, the undersigned, Boundless Motor Sports Racing,
Inc., a Colorado corporation (the "Company"), hereby promises to pay to the
order of SXJE, LLC or any future permitted holder of this promissory note (the
"Payee"), at the principal office of the Payee set forth herein, or at such
other place as the holder may designate in writing to the Company, the principal
sum of ONE MILLION DOLLARS (U.S. $1,000,000), or such other amount as may be
outstanding hereunder, together with all accrued but unpaid interest, in such
coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts and in immediately available
funds, as provided in this promissory note (the "Note").

         1. Principal and Interest Payments.

                  (a) The Company shall repay in full the entire principal
balance then outstanding under this Note in the manner provided in Section 1(c)
hereof on the first to occur (the "Maturity Date") of: (i) January 23, 2005;
(ii) the consummation of the Proposed Financing (as defined in Section 1(c)
hereof); or (iii) the acceleration of the obligations as contemplated by this
Note. The Company may prepay all or any part of this Note, in whole or in part
at any time, as set forth in Section 6(d) hereof.

                  (b) Interest on the outstanding principal balance of this Note
shall accrue at a rate of six percent (6%) per annum increasing to twelve
percent (12%) per annum on May 23, 2004. Interest on the outstanding principal
balance of the Note shall be computed on the basis of the actual number of days
elapsed and a year of three hundred and sixty (360) days and shall be payable
quarterly by the Company in cash or in shares of the Company's equity securities
as contemplated in Section 1(c) hereof. Furthermore, upon the occurrence of an
Event of Default, then to the extent permitted by law, the Company will pay
interest to the Payee,

<PAGE>
payable on demand, on the outstanding principal balance of the Note from the
date of the Event of Default until payment in full at the rate of twelve percent
(12%) per annum.

                  (c) The outstanding principal amount of this Note shall be
secured by all assets of the Company including but not limited to, all purchase
agreements and any such options or rights to acquire, all intellectual and real
property, all assets and properties of World of Outlaws, Dirt Motorsports, and
GPX Partners LLC.

                  (d) At the Maturity Date, the outstanding principal amount of
this Note plus all accrued and unpaid interest herein shall be due and payable
in cash or, at the option of the Payee, converted into equity securities of the
Company which may be issued in connection with the proposed offering by the
Company of its equity securities to certain investors; provided, however, if the
Company receives aggregate gross cash proceeds in connection with the proposed
offering of at least $4,000,000 (excluding the conversion of this Note)
occurring within 120 days of the date hereof, the outstanding principal amount
of this Note plus all accrued and unpaid interest herein shall automatically be
converted into shares of equity securities of the Company (the "Proposed
Financing"). The principal amount of this Note plus all accrued and unpaid
interest shall convert into such number of shares of equity securities of the
Company equal to 110% of the principal amount of this Note and all accrued
interest outstanding divided by the price per share of the equity securities
sold in the Proposed Financing. Upon the conversion of this Note, the
outstanding principal amount of this Note, together with accrued interest
hereon, shall be deemed to be the consideration for the Payee's interest in the
equity securities upon consummation of the Proposed Financing.

         2. Payment on Non-Business Days. Whenever any payment to be made shall
be due on a Saturday, Sunday or a public holiday under the laws of the State of
New York, such payment may be due on the next succeeding business day and such
next succeeding day shall be included in the calculation of the amount of
accrued interest payable on such date.

         3. Representations and Warranties of the Company. The Company
represents and warrants to the Payee as follows:

                  (a) The Company has been duly incorporated and is validly
existing and in good standing under the laws of the state of Colorado, with full
corporate power and authority to own, lease and operate its properties and to
conduct its business as currently conducted.

                  (b) This Note has been duly authorized, validly executed and
delivered on behalf of the Company and is a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, and the
Company has full power and authority to execute and deliver this Note and to
perform its obligations hereunder.

                                       2
<PAGE>
                  (c) The execution, delivery and performance of this Note will
not (i) conflict with or result in a breach of or a default under any of the
terms or provisions of, (A) the Company's certificate of incorporation or
by-laws, or (B) any material provision of any indenture, mortgage, deed of trust
or other material agreement or instrument to which the Company is a party or by
which it or any of its material properties or assets is bound, (ii) result in a
violation of any material provision of any law, statute, rule, regulation, or
any existing applicable decree, judgment or order by any court, Federal or state
regulatory body, administrative agency, or other governmental body having
jurisdiction over the Company, or any of its material properties or assets or
(iii) result in the creation or imposition of any material lien, charge or
encumbrance upon any material property or assets of the Company or any of its
subsidiaries pursuant to the terms of any agreement or instrument to which any
of them is a party or by which any of them may be bound or to which any of their
property or any of them is subject.

                  (d) No consent, approval or authorization of or designation,
declaration or filing with any governmental authority on the part of the Company
is required in connection with the valid execution and delivery of this Note.

         4. Events of Default. The occurrence of any of the following events
shall be an "Event of Default" under this Note:

                  (a) the Company shall fail to make the payment of any amount
of any principal outstanding for a period of three (3) business days after the
date such payment shall become due and payable hereunder; or

                  (b) the Company shall fail to make any payment of interest for
a period of three (3) business days after the date such interest shall become
due and payable hereunder; or

                  (c) the Proposed Financing shall fail to have been consummated
by July 23, 2004; or

                  (d) any representation, warranty or certification made by the
Company herein or in any certificate or financial statement shall prove to have
been false or incorrect or breached in a material respect on the date as of
which made; or

                  (e) the holder of any indebtedness ("Indebtedness") of the
Company or any of its subsidiaries shall accelerate any payment of any amount or
amounts of principal or interest on any indebtedness (the "Indebtedness") (other
than the Indebtedness hereunder) prior to its stated maturity or payment date
the aggregate principal amount of which Indebtedness of all such persons is in
excess of $1,000,000, whether such Indebtedness now exists or shall hereinafter
be created, and such accelerated payment entitles the holder thereof to
immediate payment of such Indebtedness which is due and owing and such
indebtedness has not been discharged in full or such acceleration has not been
stayed, rescinded or annulled within ten (10) business days of such
acceleration; or

                                       3
<PAGE>
                  (f) A judgment or order for the payment of money shall be
rendered against the Company or any of its subsidiaries in excess of $1,000,000
in the aggregate (net of any applicable insurance coverage) for all such
judgments or orders against all such persons (treating any deductibles, self
insurance or retention as not so covered) that shall not be discharged, and all
such judgments and orders remain outstanding, and there shall be any period of
sixty (60) consecutive days following entry of the judgment or order in excess
of $1,000,000 or the judgment or order which causes the aggregate amount
described above to exceed $1,000,000 during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

                  (g) the Company shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property or
assets, (ii) admit in writing its inability to pay its debts as such debts
become due, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a voluntary ease under the Bankruptcy Code or under the comparable
laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to
take advantage of any bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting the enforcement of creditors' rights generally, (vi)
acquiesce in writing to any petition filed against it in an involuntary case
under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing; or

                  (h) a proceeding or case shall be commenced in respect of the
Company or any of its subsidiaries without its application or consent, in any
court of competent jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution, winding up, or composition or readjustment of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any substantial part of its assets or (iii) similar
relief in respect of it under any law providing for the relief of debtors, and
such proceeding or case described in clause (i), (ii) or (iii) shall continue
undismissed, or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for relief shall be entered in an involuntary case under the
Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic) against the Company or any of its subsidiaries or action under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its subsidiaries and shall
continue undismissed, or unstayed and in effect for a period of thirty (30)
consecutive days.

         5. Remedies Upon An Event of Default. If an Event of Default shall have
occurred and shall be continuing, the Payee of this Note may at any time at its
option, (a) declare the entire unpaid principal balance of this Note, together
with all interest accrued hereon, due and payable, and thereupon, the same shall
be accelerated and so due and payable; provided, however, that upon the
occurrence of an Event of Default described in (i) Sections 4(g) and (h),
without presentment, demand, protest, or notice, all of which are hereby
expressly unconditionally and irrevocably waived by the Company, the outstanding
principal balance and accrued interest hereunder shall be automatically due and
payable, and (ii) Sections 4(a) through (f), the Payee may demand the prepayment
of this Note pursuant to Section 6 hereof; or (b)

                                       4
<PAGE>
exercise or otherwise enforce any one or more of the Payee's rights, powers,
privileges, remedies and interests under this Note or applicable law. No course
of delay on the part of the Payee shall operate as a waiver thereof or otherwise
prejudice the right of the Payee. No remedy conferred hereby shall be exclusive
of any other remedy referred to herein or now or hereafter available at law, in
equity, by statute or otherwise. Notwithstanding the foregoing, Payee agrees
that its rights and remedies hereunder are limited to receipt of cash or shares
of the Company's equity securities in the amounts described herein.

         6. Prepayment Options.

                  (a) Prepayment. Notwithstanding anything to the contrary
contained herein, the Payee shall have the right, at such Payee's option, to
require the Company to prepay all of the sum of this Note at a price equal to
130% of the outstanding principal amount and any interest accrued and
outstanding under this Note (the "Prepayment Price"), provided, that such
prepayment is requested upon the occurrence of a Major Transaction (as defined
in Section 6(e) below). Nothing in this Section 6(a) shall limit the Payee's
rights under Section 5 hereof.

                  (b) Mechanics of Prepayment at Option of Payee. At least
thirty (30) days prior to the occurrence of a Major Transaction and within one
(1) day after the occurrence of a Major Transaction, the Company shall deliver
written notice thereof via facsimile and overnight courier ("Notice of a
Prepayment Event") to the Payee. At any time on or alter the earlier of the
Payee's receipt of a Notice of a Prepayment Event and the Payee becoming aware
of a Major Transaction, the Payee may require the Company to prepay all of the
outstanding principal amount and any interest accrued and outstanding under this
Note by delivering written notice thereof via facsimile and overnight courier
("Notice of Prepayment at Option of Payee") to the Company.

                  (c) Payment of Prepayment Price. Upon the Company's receipt of
a Notice of Prepayment at Option of Payee from the Payee, the Company shall
immediately notify the Payee by facsimile of the Company's receipt of a Notice
of Prepayment at Option of Payee and the Payee which has sent such a notice
shall deliver to the Company this Note on or before the consummation or closing
of a Major Transaction. The Company shall pay the Prepayment Price to Payee at
or prior to the closing of the Major Transaction; provided that this Note shall
have been so delivered to the Company. If the Company shall fail to prepay all
of the Prepayment Price (other than pursuant to a dispute as to the arithmetic
calculation of the Prepayment Price), in addition to any remedy the Payee may
have under this Note, the Prepayment Price payable in respect of such unprepaid
Notes shall bear interest at the rate of two percent (2.0%) per each period of
thirty (30) consecutive days, pro rated for any period of less than thirty (30)
days until paid in full. Until the Company pays such unpaid Prepayment Price in
full to the Payee, the Payee shall have the option (the "Void Optional
Prepayment Option") to, in lieu of prepayment, require the Company to promptly
return to the Payee this Note that was submitted for prepayment by Payee under
this Section 6(c) and for which the Prepayment Price has not been paid, by
sending written notice thereof to the Company via facsimile (the "Void Optional
Prepayment Notice"). Upon the Company's receipt of such Void Optional Prepayment
Notice(s) and prior to payment of the full Prepayment Price to Payee, (i) the
Notice(s) of

                                       5
<PAGE>
Prepayment at Option of Payee shall be null and void with respect to this Note
submitted prepayment and for which the Prepayment Price has not been paid and
(ii) the Company shall immediately return this Note submitted to the Company
by the Payee for prepayment under this Section 6(c) and for which the Prepayment
Price has not been paid. A Payee's delivery of a Void Optional Prepayment Notice
and exercise of its rights following such notice shall not affect the Company's
obligations to make any payments which have accrued prior to the date of such
notice.

                  (d) Company's Prepayment Option. The Company may prepay, at
the option of its Board of Directors, all or any portion of the outstanding
principal amount of this Note and the accrued and unpaid interest thereon upon
five (5) business days prior written notice to the Payee (the "Company
Prepayment Notice") at a cash price equal to 110% of the sum of the outstanding
principal amount of this Note and any interest accrued and outstanding (the
"Company Prepayment Price"). The Company may not deliver a Company Prepayment
Notice to the Payee unless the Company has clear and good funds for a minimum
of the amount it intends to prepay in a bank account controlled by the Company.
The Company Prepayment Notice shall state the date of prepayment (the "Company
Prepayment Date"), the Company Prepayment Price, the amount of the Note of such
Payee to be prepaid, the amount of accrued and unpaid interest through the
Company Prepayment Date and shall call upon the Payee to surrender to the
Company on the Company Prepayment Date at the place designated in the Company
Prepayment Notice such Payee's Note. The Company Prepayment Date shall be no
more than five (5) trading days after the date on which the Payee is notified of
the Company's intent to prepay the Note (the "Company Prepayment Notice Date").
If the Company fails to pay the Company Prepayment Price by the sixth (6th)
trading day following the Company Prepayment Notice Date, the prepayment will be
declared null and void and the Company shall lose its right to deliver a Company
Prepayment Notice to the Payee in the future. On or after the Company Prepayment
Date, the Payee shall surrender the Notes called for prepayment to the Company
at the place designated in the Company Prepayment Notice and shall thereupon be
entitled to receive payment of the Company Prepayment Price.

                  (e) For purposes of this Note, "Major Transaction" means the
consummation of any of the following transactions: (i) the consolidation, merger
or other business combination of the Company with or into a person or entity
(other than (A) pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Company, or (B) a
consolidation, merger or other business combination in which holders of the
Company's or any of its subsidiaries voting power immediately prior to the
transaction continue after the transaction to hold, directly or indirectly, the
voting power of the surviving entity or entities necessary to elect a majority
of the members of the board of directors (or their equivalent if other than a
corporation) of such entity or entities); (ii) the sale or transfer of all or
substantially all of the Company's or any of its subsidiaries' assets; or (iii)
the consummation of a purchase, tender or exchange offer made to the holders of
more than 30% of the outstanding shares of the Company's common stock; provided,
however, the following shall not be deemed a Major Transaction for purposes of
this Note: (a) the Proposed Financing; (b) a split, reverse split, dividend or
distribution with respect to the common stock of the Company which has been
disclosed to the Payee; (c) the tender, exchange or repricing of any securities
of the Company

                                       6
<PAGE>
which are convertible into shares of common stock of the Company which has been
disclosed to the Payee or (d) a purchase by Paul A. Kruger, or his assignees, of
any common stock owned by any officer or director or founder of the Company.

         7. Replacement. Upon receipt of a duly executed, notarized and
unsecured written statement from the Payee with respect to the loss, theft or
destruction of this Note (or any replacement hereof), and without requiring an
indemnity bond or other security, or, in the case of a mutilation of this Note,
upon surrender and cancellation of such Note, the Company shall issue a new
Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.

         8. Parties in Interest, Transferability. This Note shall be binding
upon the Company and its successors and assigns and the terms hereof shall inure
to the benefit of the Payee and its successors and permitted assigns. This Note
may be transferred or sold, subject to the provisions of Section 18 of this
Note, or pledged, hypothecated or otherwise granted as security by the Payee.

         9. Amendments. This Note may not be modified or amended in any manner
except in writing executed by the Company and the Payee.

         10. Notices. Any notice, demand, request, waiver or other communication
required or permitted to be given hereunder shall be in writing and shall be
effective (a) upon hand delivery by telecopy or facsimile at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The Company will give written notice to the Payee at least
thirty (30) days prior to the date on which the Company closes its books or
takes a record (x) with respect to any dividend or distribution upon the common
stock of the Company, (y) with respect to any pro rata subscription offer to
holders of common stock of the Company or (z) for determining rights to vote
with respect to a Major Transaction, dissolution, liquidation or winding-up and
in no event shall such notice be provided to such holder prior to such
information being made known to the public. The Company will also give written
notice to the Payee at least twenty (20) days prior to the date on which
dissolution, liquidation or winding-up will take place and in no event shall
such notice be provided to the Payee prior to such information being made known
to the public.

Address of the Payee:              SXJE, LLC.
                                   2400 Bryon Circle
                                   Lansing, MI 48912
                                   Attention: Sam Eyde
                                   (517) 333-3430

                                       7
<PAGE>
Address of the Company:            Boundless Motor Sports Racing Inc.
                                   @ 2500 S. McGee
                                   Norman, OK 73072
                                   Attention: Paul Kruger, Chairman, CEO
                                   (972) 783-8500

         11. Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the choice of law provisions. This Note shall not be interpreted or
construed with any presumption against the party causing this Note to be
drafted.

         12. Headings. Article and section headings in this Note are included
herein for purposes of convenience of reference only and shall not constitute a
part of this Note for any other purpose.

         13. Remedies, Characterizations, Other Obligations, Breaches and
Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity
(including, without limitation, a decree of specific performance and/or other
injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a Payee's right to pursue actual damages for any failure by the
Company to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments and the like (and the computation thereof) shall
be the amounts to be received by the Payee and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof).

         14. Failure or Indulgence Not Waiver. No failure or delay on the part
of the Payee in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

         15. Enforcement Expenses. The Company agrees to pay all costs and
expenses of enforcement of this Note, including, without limitation, reasonable
attorneys' fees and expenses.

         16. Binding Effect. The obligations of the Company and the Payee set
forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.

         17. Compliance with Securities Laws. The Payee of this Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of


                                       8
<PAGE>
this Note other than in compliance with the laws of the United States of America
and as guided by the rules of the Securities and Exchange Commission. This Note
and any Note issued in substitution or replacement therefore shall be stamped or
imprinted with a legend in substantially the following form:

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT
         BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
         THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
         BOUNDLESS MOTOR SPORTS RACING INC. SHALL HAVE RECEIVED AN OPINION OF
         ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
         ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
         REQUIRED."

         18. Severability. The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Note in any jurisdiction.

         19. Consent to Jurisdiction. Each of the Company and the Payee (i)
hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Payee
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address set forth in Section 11
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing in this Section 20 shall affect or limit
any right to serve process in any other manner permitted by law.

         20. Company Waivers. Except as otherwise specifically provided herein,
the Company and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals or extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to
any such persons and without affecting their liability herein and do further
consent to the release of any person liable hereon, all without affecting the
liability of the other persons, firms or Company liable for the payment of this
Note, AND DO HEREBY WAIVE TRIAL BY JURY.

                                       9
<PAGE>
                  (a) No delay or omission on the part of the Payee in
exercising its rights under this Note, or course of conduct relating hereto,
shall operate as a waiver of such rights or any other right of the Payee, nor
shall any waiver by the Payee of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

                  (b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH
THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY
APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY PREJUDGMENT REMEDY WHICH THE PAYEE OR IT SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       10
<PAGE>

         IN WITNESS WHEREOF, the Company has executed and delivered this Note as
of the date first written above.


                                       BOUNDLESS MOTOR SPORTS RACING INC.


                                       By: /s/ Paul A. Kruger
                                           ------------------------------
                                           Paul A. Kruger
                                           Chairman, CEO










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