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                                                                   EXHIBIT 10.12

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.

                       BOUNDLESS MOTOR SPORTS RACING, INC.

                             BOUNDLESS RACING, INC.

                                 PROMISSORY NOTE

U.S. $2,000,000                                                     May 19, 2004

         FOR VALUE RECEIVED, the undersigned corporations, Boundless Motor
Sports Racing, Inc., a Colorado corporation ("BMSR"), and Boundless Racing,
Inc., a Texas corporation and a wholly-owned subsidiary of BMSR ("BRI")(BMSR and
BRI are collectively referred to herein as the ("Company"), hereby promise to
pay to the order of Boundless Investments, 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 TWO MILLION DOLLARS (U.S. $2,000,000), 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"). This Note shall be senior to any and all other outstanding obligations
of the Company.

         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: (1) May 19, 2007; or 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 twelve percent (12%) per annum. 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(d) 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, 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.



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                  (c) The outstanding principal amount of this Note shall be
secured by a mortgage on the real estate being purchased by BRI from Finger Lake
International, Inc. Property, pursuant to that certain mortgage, of even date
herewith, made by BRI for the benefit of Payee, and all assets of the Company
including but not limited to, all purchase agreements, intellectual and real
property, all assets and properties of World of Outlaws, Dirt Motorsports, and
GPX Partners LLC.

                  (d) From the date of this Note and for twelve (12) months
following the date of this Note, 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, 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 ("Proposed
Financing"). From the thirteenth (13th) month following the date of this Note
until the Maturity Date of this Note, 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 Common Stock of the Company
at four dollars ($4.00) per share. 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. 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 Proposed Financing or Common Stock
of the Company.

         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 the Company. The Company represents
and warrants to the Payee as follows:

                  (a) Each of BMSR and BRI have been duly incorporated and are
validly existing and in good standing under the laws of the state of their
respective incorporation, 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 respective obligations hereunder.

                  (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 or articles of
incorporation or by-laws, or (B) any material provision of


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any indenture, mortgage, deed of trust or other material agreement or instrument
to which the Company is a party or by which they or any of their 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 it is a party or by which
it may be bound or to which any of its property or the Company is subject.

                  (d) No consent, approval or authorization of or designation,
declaration or filing with any governmental authority on the part of BMSR or BRI
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) 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

                  (d) the holder of any indebtedness ("Indebtedness") of the
Company 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 $300,000,
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

                  (e) A judgment or order for the payment of money shall be
rendered against the Company or any of its subsidiaries in excess of $300,000 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
$300,000 or the judgment or order which causes the aggregate amount described
above to exceed $300,000 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


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                  (f) 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 case 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

                  (g) a proceeding or case shall be commenced in respect to the
Company or any of its material 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 (1), (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 material
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 material 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(f) and (g),
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 (e), the Payee may demand the prepayment
of this Note pursuant to Section 6 hereof, or (b) 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 BMSR's common
stock in the amounts described herein.

         6. Prepayment. 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 fifteen (15) business days
prior written notice to the Payee (the "Company Prepayment Notice"), without
penalty or premium. The Company may not deliver a Company


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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 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 fifteen (15)
trading days alter 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 sixteenth (16th) 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. During such fifteen
(15) day pre-payment period, Payee shall have the option of converting all or
any portion of such principal to be prepaid into shares of common stock of BMSR,
upon written notice to BMSR, at a conversion price per share equal to the fair
market price per share at the time of such conversion, as mutually agreed to by
BMSR and Payee.

         7. Replacement. Upon receipt of a duly executed, notarized, 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. 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 17 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. BMSR will give written notice to the Payee at least thirty
(30) days prior to the date on which BMSR closes its books or takes a record (x)
with respect to any dividend or distribution upon the common stock of BMSR, (y)
with respect to any pro rata subscription offer to holders of common stock of
BMSR or (z) for determining rights to vote with respect to a 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


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public. BMSR 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:     Boundless Investments, LLC.
                                   2502 Coolidge Road, Suite 147
                                   Lansing, MI 48823
                                   Attention:  Sam Eyde
                                   (517) 333-3430

         Address of the Company:   c/o Boundless Motor Sports Racing Inc.
                                   2500 S. McGee
                                   Norman, Oklahoma  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.


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of this Note, and do hereby consent to any number of renewals of 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.

                  (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 ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.

         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



                                BOUNDLESS RACING, INC.


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



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