Exhibit
10.1


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 DIRT MOTOR SPORTS, INC. SHALL HAVE RECEIVED
AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.  NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN
CONNECTION WITH A LOAN OR FINANCING ARRANGEMENT SECURED BY THIS
NOTE.
 
 AMENDED AND
RESTATED
 SECURED PROMISSORY
NOTE
  U.S.
      $2,000,000.00
                  No.: Lernerville
      001-AR
                Issuance Date: March 31,
      2009
                  Maturity Date: November 7,
      2010
 
 FOR VALUE RECEIVED, the
undersigned, World Racing Group, Inc., a Delaware corporation, f/k/a DIRT Motor
Sports, Inc., and Boundless Racing, Inc., a Texas corporation (the "Companies"), hereby
jointly and severally promise to pay to the order of Helen W. Martin, or her
assignees (the "Payee"), at such
address as the Payee may designate in writing to the Companies, the principal
sum of TWO MILLION AND 00/100 DOLLARS ($2,000,000.00), or such other amount as
may be outstanding hereunder, 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 note (this
"Note").  If
the capital gains income tax rate imposed by the Internal Revenue Code of 1986,
as amended, on any capital gains realized by Payee with respect to this Note
exceeds fifteen percent (15%) the Companies shall, upon written notice from
Payee, immediately reimburse Payee for the amount of any such tax in excess of
fifteen percent (15%), such payment to be treated as additional principal
hereunder.
 
 This Note
amends and restates that certain Secured Promissory Note issued on November 7,
2007, in the principal amount of TWO MILLION THREE HUNDRED THOUSAND DOLLARS
($2,300,000) (“Old Note”), which Old Note was issued in exchange for the SECURED
PROMISSORY NOTE made by Boundless Racing, Inc. a Texas Corporation and wholly
owned subsidiary of DIRT Motor Sports, Inc. and Helen W. Martin dated November
7, 2004.  The amount paid by Companies to Payee in consideration for
the amendments and restatement of the Old Note is the sum of TWO HUNDRED
THOUSAND DOLLARS ($200,000) (“Principal Deposit”), NINETY FOUR THOUSAND DOLLARS
($94,000) of which shall be in the form of a check made payable to “Lernerville
Speedway, Inc.”  The Payee and Companies (together, the “Parties”)
acknowledge the receipt and sufficiency of the Principal Deposit as
consideration for the amendment and restatement of the Old Note as set forth
herein.  The Parties further agree and acknowledge that, except as
specifically set forth in Section 4 of this Note, as a result of the amendments
and restatement of the Old Note, as set forth under the terms of this Note, the
Companies shall be relieved of any and all obligations under the terms of the
Old Note, including payment of principal and accrued but unpaid interest
thereon.
  -1-
 
 1.  Payment of
Principal.
  (a)  Beginning
on the date of issuance of this Note, the outstanding principal amount due
hereunder shall increase monthly by a rate per annum equal to ten percent
(10.0%) through the Maturity Date; and
  (b)  Beginning
April 30, 2009, the Companies shall pay Payee the sum of THIRTY THOUSAND DOLLARS
($30,000) monthly (“Principal Payments”), which amount shall reduce the total
amounts due and payable to Payee under the terms of this Note, according to the
schedule set forth as Schedule A to this Note.  All amounts remaining
due and payable to Payee hereunder shall be paid in full on the Maturity
Date.
  2.  Optional Prepayment.
The Companies may, at their sole election and option, prepay all or any part of
the principal of this Note, before the Maturity Date without penalty or
premium.    In the event all amounts due and payable Payee
under the terms of this Note are paid in full on or before August 31, 2009 (the
“Early Prepayment Date”), the Principal Deposit shall be credited to the
Companies, and applied to reduce such total amount due and owing to Payee as set
forth under the terms of this Note.  In the event all amounts due and
payable Payee under the terms of this Note are not paid in full on or before the
early Prepayment Date, the Principal Deposit shall be retained by Payee and
shall not offset or otherwise reduce such total amounts due and payable to Payee
under the terms of this Note, which amounts shall be paid to Payee as set forth
hereunder.
  3.  Security.   This
Note shall continue to be secured by a Mortgage, a copy of which is
attached  as Exhibit A to the Old Note (the “Mortgage”).  In
the event of the payment in full of all amounts due under the terms of this Note
on or before the Maturity Date, the Payee shall execute any and all documents
reasonably requested by Companies necessary to terminate the Mortgage and
release such security interest of Payee to secure payment of all amounts due
Payee hereunder.
  4.  Events of
Default.   At the option of the Payee, the entire
principal balance of 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"); provided, however,except as
set forth in Section 4(c) below, an Event of Default shall only occur if such
Event of Default continues for a period of ninety (90) days after the receipt by
the Companies of written notice from the Payee of the occurrence of such Event
of Default (“Default Notice”); provided, further,such Event
of Default shall be deemed to have occurred in the event the Companies shall
fail to make the final payment of all amounts due under the terms of this Note
on the Maturity Date, and such failure continues for a period of sixty (60) days
after the receipt by the Companies of a Default Notice:
  (a)  the
Companies shall fail to make any payment of principal when due
hereunder.  In the event the Companies fail to make any payment of
principal when due hereunder, and such failure continues for ten (10) days, the
principal amount due under the terms of this Note shall increase by an amount
equal to ten (10) percent of such payment; or
  (b)  the
failure by the Companies to perform any material covenant, agreement or
obligation contained in this Note or in the Mortgage; or
  -2-
  (c)  the
Companies or either of them shall  (i) voluntarily seek, consent to or
acquiesce in the benefit or benefits of any Debtor Relief Law (as hereinafter
defined) or (ii) become party to (or be made the subject of) any proceedings
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 ninety (90) days of the filing of
same).  As used herein, the term “Debtor Relief Law” means the United
States Bankruptcy Code 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; or
  (d)  the
Companies shall fail to make any annual payment of rent or utility costs due to
Payee in advance of the year for which such payments are due; or
  (e)  the
Companies fail to provide racing tickets to Payee as previously agreed upon in
writing; or
  (f)  the
Companies fail to provide or otherwise make available to Payee audited financial
reports, including income statement and balance sheet, within three (3) months
after the end of the fiscal year of the Companies; or
  (g)  the
Companies default in the payment of any amount due from the Companies or either
of them with respect to any creditor which has a security interest in the same
property which secures payment of this Note to Payee under the
Mortgage.
  In
the event any one or more of the Events of Default specified above shall have
occurred, after expiration of any right to cure as set forth in Section 4 above,
the holder of this Note shall be entitled to all amounts due under the terms of
the Old Note on the date hereof, as if such Old Note had not been amended and
restated hereunder, which amounts shall become immediately due and payable;
provided, however,the
Companies shall be credited with, and the total amount due under the terms of
the Old Note as of the date hereof, shall be reduced by, any and all amounts
paid to the Payee under the terms of this Note up to and including the date of
the Event of Default, including the Principal Deposit.  In addition to
the foregoing, the  holder of this Note may (i) enforce its rights,
under this Note and/or under the Mortgage 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 Mortgage or in aid of the exercise of
any power or right granted by this Note or the Mortgage, or to enforce any other
legal and equitable right of the holder of this Note or in the
Mortgage.
  -3-
 
 5.  CONFESSION OF
JUDGMENT.    THE COMPANIES HEREBY EMPOWER ANY
ATTORNEY OF ANY COURT OF RECORD WITHIN THE COMMONWEALTH OF PENNSYLVANIA, AFTER
THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, AND EXPIRATION OF ANY RIGHT TO
CURE AS SET FORTH IN SECTION 4 ABOVE, TO APPEAR FOR THE COMPANIES AND, WITH OR
WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST THE
COMPANIES IN FAVOR OF THE PAYEE, OR ANY HOLDER HEREOF, FOR THE ENTIRE PRINCIPAL
BALANCE OF THIS NOTE, AND ANY INTEREST THEREON, TOGETHER WITH REASONABLE
ATTORNEY’S FEES AND COSTS OF SUIT, AND FOR DOING SO, THIS NOTE, OR A COPY
VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT.  THE COMPANIES
HEREBY FOREVER WAIVE AND RELEASE ALL ERRORS IN SUCH PROCEEDINGS AND ALL RIGHTS
OF APPEAL.  THE COMPANIES, BEING FULLY AWARE OF THEIR RIGHTS TO PRIOR
NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE
ASSERTED AGAINST THEM BY THE PAYEE THEREUNDER BEFORE JUDGMENT IS ENTERED,
FREELY, KNOWINGLY AND INTELLIGENTLY WAIVE THESE RIGHTS AND EXPRESSLY AGREE AND
CONSENT TO PAYEE’S JUDGMENT AGAINST THEM BY CONFESSION PURSUANT TO THE TERMS
THEREOF.  THE COMPANIES FURTHER AGREE AND ACKNOWLEDGE THAT, AS A
RESULT OF THE ENTRY OF JUDGEMENT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, AND
EXPIRATION OF ANY RIGHT TO CURE AS SET FORTH IN SECTION 4 ABOVE, PAYEE MAY,
WITHOUT EITHER NOTICE OR A HEARING, COMMENCE FORECLOSURE PROCEEDINGS WITH
RESPECT TO THE REAL ESTATE SUBJECT TO THE MORTGAGE.  BEING FULLY AWARE
OF THEIR RIGHTS AFTER JUDGMENT IS ENTERED, THE COMPANIES HEREBY FREELY,
KNOWINGLY AND INTELLIGENTLY WAIVE THEIR RIGHTS TO NOTICE AND A HEARING AND
EXPRESSLY AGREE AND CONSENT TO PAYEE’S TAKING SUCH ACTION AS MAY BE PERMITTED
UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE
COMPANIES.
  6.  WAIVER OF JURY
TRIAL.  THE COMPANIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THE
COMPANIES MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY
NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS.  THE
COMPANIES ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND
VOLUNTARY.
  7.  Waiver.  Except
as expressly provided herein, each Company, 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
with may occur.
  8.  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.
  9.  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 a Company, if delivered in
person, 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 the Companies is 7575 West Winds Blvd., Suite D,
Concord, NC 28027, or such other address as the Companies 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.
  -4-
  10.  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 the Companies.
  11.  Governing
Law.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.  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.
  12.  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 any 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 the Companies promise
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.
  13.  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 by the undersigned, intending to be legally bound
hereby.
  -5-
  
 ATTEST:
                WORLD
      RACING GROUP, INC.f/k/a
      DIRT MOTOR SPORTS, INC./s/ Daniel W.
      Rumsey
                By:
      /s/ Brian M.
      CarterSecretary
                Name:
      Brian M. Carter(Corporate
      Seal)
                Title:
      Chief Executive OfficerBOUNDLESS
      RACING, INC./s/ Daniel W.
      Rumsey
                By:/s/
      Brian M. CarterSecretary
                Name:  Brian
      M. Carter(Corporate
      Seal)
                Title:
      Chief Executive OfficerAKNOWLEDGED
      AND AGREED TO:LERNERVILLE
      SPEEDWAY, INC.By:
      /s/ Helen W.
      MartinName:
      Helen W. MartinTitle:  PresidentHELEN
      W. MARTIN/s/ Helen W. Martin
                  Helen
      W. Martin