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                                                                   EXHIBIT 10.11

                               SECURITY AGREEMENT

         This Security Agreement (this "Agreement"), dated as of April 15, 2004,
is by and among Boundless Motor Sports Racing, Inc., a Colorado corporation
("BMSR"), Boundless Track Operations, Inc., a Nevada corporation and wholly
owned subsidiary of BMSR ("BTO"), and Paul A. Paul Kruger, a resident of the
State of Florida (the "Secured Party"), is made with reference to the following:

         WHEREAS, in order to induce the Secured Party to enter into the Credit
Agreement dated as of the date hereof (the "Credit Agreement") and to secure the
Initial Loans and the Loans (as defined in the Credit Agreement) that have been
or may be made by Secured Party to BMSR, the Secured Party has required that (a)
BTO unconditionally guaranty any and all Obligations (as defined below,
including but not limited to, the repayment of the Loans; and (b) each of BMSR
and BTO grant to the Secured Party a security interest in the Collateral (as
defined below) as set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and other agreements hereinafter contained, in order to induce the
Secured Party to undertake its obligations under the Credit Agreement, BMSR and
BTO each hereby agree with the Secured Party for its benefit as follows:

                                   ARTICLE I
                                   DEFINITIONS

         The following terms shall have the meanings set forth below.
Capitalized terms used, but not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement.

         "Additional Property" shall mean and include the following property,
which BMSR or BTO becomes entitled to receive or shall receive in connection
with any other Collateral:

                  (a) any stock certificate, including, without limitation, any
         certificate representing a stock dividend or any certificate in
         connection with any recapitalization, reclassification, merger,
         consolidation, conversion, sale of assets, combination of shares, stock
         split or spin-off;

                  (b) any option, warrant, subscription or right, whether as an
         addition to or in substitution of any other Collateral;

                  (c) any dividends or distributions of any kind whatsoever,
         whether distributable in cash, stock or other property;

                  (d) any interest, premium or principle payments; and

                  (e) any conversion or redemption proceeds.

         "Charges" shall mean all taxes, charges, fees, imposts, levies or other
assessments, including, without limitation, all net income, gross income, gross
receipts, sales, use, ad valorem, value added, transfer, franchise, profits,
inventory, capital stock, license, withholding, payroll, employment, social



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security, unemployment, excise, severance, stamp, occupation and property taxes,
custom duties, fees, assessments, liens, claims and charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts, imposed by any taxing or other authority, domestic or
foreign, upon the Collateral, BMSR, BTO or any of their respective subsidiaries.

         "Collateral" shall mean and include:

                  (a) all Equipment;

                  (b) all General Intangibles;

                  (c) all Inventory;

                  (d) all Investment Property;

                  (e) all right, title and interest of BMSR and BTO in and to
         (i) their respective goods and other property including, but not
         limited to, all merchandise returned or rejected by Customers, relating
         to or securing any of the Receivables; (ii) all of BMSR and BTO rights
         as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or
         other lienor, including stoppage in transit, setoff, detinue, replevin,
         reclamation and repurchase; (iii) other property, including warranty
         claims, relating to any goods securing this Agreement (other than
         Receivables); (iv) all of BMSR's and BTO's contract rights, rights of
         payment which have been earned under a contract right, letter of credit
         rights, instruments, documents, chattel paper, warehouse receipts,
         deposit accounts, money and securities (other than Receivables); (v) if
         and when obtained by BMSR and BTO, all real and personal property of
         third parties in which BMSR and BTO have been granted a lien or
         security interest, except where such security interest secures the
         payment or enforcement of Receivables; and (vii) any other goods,
         personal property or real property now owned or hereafter acquired in
         which BMSR and BTO have expressly granted a security interest or may in
         the future grant a security interest to the Secured Party hereunder, or
         in any amendment or supplement hereto or thereto, or under any other
         agreement between the Secured Party and BMSR or BTO;

                  (f) all of BMSR's and BTO's ledger sheets, ledger cards,
         files, correspondence, records, books of account, business papers,
         computers, computer software, computer programs, tapes, disks and
         documents relating to (a), (b), (c), (d), (e), (f) or (g) of this
         Paragraph;

                  (g) all proceeds and products of (a), (b), (c), (d), (e), (f)
         or (g) in whatever form, including, but not limited to: cash, deposit
         accounts (whether or not comprised solely of proceeds), certificates of
         deposit, insurance proceeds (including hazard, flood and credit
         insurance), negotiable instruments and other instruments for the
         payment of money, chattel paper, security agreements, documents,
         eminent domain proceeds, condemnation proceeds and tort claim proceeds;
         and

                  (h) all Additional Property.

         "Customer" shall mean and include the account debtor with respect to
any Receivable and/or the prospective purchaser of goods, services or both with
respect to any contract or contract right,



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and/or any party who enters into or proposes to enter into any contract or other
arrangement with BMSR or BTO, pursuant to which either BMSR or BTO is to deliver
any personal property or perform any services.

         "Equipment" shall mean and include all of BMSR's and BTO's goods (other
than Inventory) whether now owned or hereafter acquired and wherever located
including, without limitation, all equipment, machinery, apparatus, fittings,
furniture, furnishings, fixtures, parts, accessories, improvements, repairs and
all replacements and substitutions therefor or accessions thereto.

         "General Intangibles" shall mean and include all of BMSR's and BTO's
general intangibles, whether now owned or hereafter acquired including, without
limitation, all payment intangibles, choses in action, commercial tort claims,
causes of action, corporate or other business records, inventions, designs,
patents, patent applications, equipment formulations, manufacturing procedures,
quality control procedures, trademarks, service marks, trade secrets, goodwill,
copyrights, design rights, registrations, licenses, franchises, customer lists,
tax refunds, tax refund claims, computer programs and computer software, all
claims under guaranties, security interests or other security held by or granted
to BMSR or BTO except where such security interest or security secures payment
of any of the Receivables by a Customer, all rights of indemnification and all
other intangible property of every kind and nature (other than Receivables).

         "Inventory" shall mean and include all of BMSR's and BTO's now owned or
hereafter acquired goods, merchandise and other personal property, wherever
located, to be furnished under any contract of service or held for sale or
lease, all raw materials, work in process, finished goods and materials and
supplies of any kind, nature or description which are or might be used or
consumed in BMSR's or BTO's business or used in selling or furnishing such
goods, merchandise and other personal property, all other inventory of BMSR and
BTO, and all documents of title or other documents representing them.

         "Investment Property" shall mean and include all of BMSR's and BTO's
now owned or hereafter acquired securities (whether certificated or
uncertificated), securities entitlements, securities accounts, commodities
contracts, commodities accounts, stocks, mutual fund shares, money market shares
and U.S. Government Securities, including, without limitation, all capital stock
of all BMSR's and BTO's respective subsidiaries.

         "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, security interest, lien (whether statutory or otherwise), charge,
claim or encumbrance, or preference, priority or other security agreement or
preferential arrangement held or asserted in respect of any asset of any kind or
nature whatsoever including, without limitation, any conditional sale or other
title retention agreement, any lease having substantially the same economic
effect as any of the foregoing, and the filing of, or agreement to give, any
financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the condition, operations, assets, business or prospects of BMSR taken as a
whole, (b) BMSR's ability to pay the Obligations in accordance with the terms
thereof, (c) the value of the Collateral, or the Secured Party's Liens on the
Collateral or the priority of any such Lien or (d) the practical realization of
the



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benefits of the Secured Party's rights and remedies under this Agreement, the
Credit Agreement or the Note.

         "Obligations" shall mean all financial obligations of BMSR under the
Initial Loans and the Credit Agreement and the Note.

         "Permitted Encumbrances" shall mean (a) Liens for taxes, assessments or
other governmental charges not delinquent or being contested in good faith and
by appropriate proceedings and with respect to which proper reserves have been
taken by BMSR or BTO; provided, that, the Lien shall have no effect on the
priority of the Liens in favor of the Secured Party or the value of the assets
in which the Secured Party has such a Lien and a stay of enforcement of any such
Lien shall be in effect; (b) judgment Liens that have been stayed or bonded and
mechanics', workers', materialmen's or other like Liens arising in the ordinary
course of BMSR's and BTO's business with respect to obligations which are not
due or which are being contested in good faith by BMSR or BTO, as the case may
be; and (c) other Liens incidental to the conduct of BMSR's or BTO's business or
the ownership of its property and assets which were not incurred in connection
with the borrowing of money or the obtaining of advances or credit, and which do
not in the aggregate materially detract from the Secured Party's rights in and
to the Collateral or which do not materially impair the use thereof in the
operation of BMSR's or BTO's business.

         "Termination Date" shall mean the date on which the Obligations are
paid in full.

         "Uniform Commercial Code" shall mean the Uniform Commercial Code in
effect in the State of Texas.

                                   ARTICLE II
                                SECURITY INTEREST

         2.1 Security Interest in the Collateral. To secure prompt payment and
performance to the Secured Party of the Obligations, each of BMSR and BTO hereby
assigns, pledges and grants to the Secured Party for the benefit of the Secured
Party a continuing security interest in and to all of its Collateral, whether
now owned or existing or hereafter acquired or arising and wheresoever located.
Each of BMSR and BTO shall mark its books and records as may be necessary or
appropriate to evidence, protect and perfect the Secured Party's security
interest and shall cause its financial statements to reflect such security
interest. In addition, upon purchasing of any Collateral, BMSR and BTO shall
cause the title of such vehicle to list Secured Party as a 1st Lienholder.

         2.2 Perfection of Security Interest.

                  (a) Each of BMSR and BTO shall take all action that may be
         necessary or desirable, or that the Secured Party may request, so as at
         all times to maintain the validity, perfection, enforceability and
         priority of the Secured Party's security interest in the Collateral and
         to enable the Secured Party to protect, exercise or enforce its rights
         hereunder and in the Collateral, including, but not limited to: (i)
         immediately discharging all Liens other than Permitted Encumbrances,
         (ii) delivering to the Secured Party, endorsed or accompanied by such
         instruments of assignment as the Secured Party may specify, and
         stamping or marking, in such manner as the Secured Party may specify,
         any and all chattel paper, instruments, letters of credits and advices
         thereof and documents evidencing or forming a part of the



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         Collateral, and (iii) executing and delivering financing statements,
         instruments of pledge, mortgages, notices and assignments, in each case
         in form and substance satisfactory to the Secured Party, relating to
         the creation, validity, perfection, maintenance or continuation of the
         Secured Party's security interest under the Uniform Commercial Code or
         other applicable law.

                  (b) The Secured Party on one hand and each of BMSR and BTO on
         the other, hereby agree as follows:

                           (i) The Secured Party may at any time and from time
                  to time file financing statements, continuation statements and
                  amendments thereto that describe the Collateral and which
                  contain any other information required for the sufficiency or
                  filing office acceptance of any financing statements,
                  continuation statements or amendments. Such financing
                  statements, continuation statements and amendments thereto may
                  include generic descriptions of the Collateral and may be
                  filed by Secured Party without BMSR's or BTO's signature
                  thereon. Each of BMSR and BTO agrees to furnish any such
                  information to the Secured Party promptly upon request. Any
                  such financing statements, continuation statements or
                  amendments may be signed by the Secured Party on behalf of
                  BMSR and BTO.

                           (ii) BMSR and BTO shall, at any time and from time to
                  time take such steps as the Secured Party may reasonably
                  request to insure the continued perfection and priority of the
                  Secured Party's security interest in any of the Collateral for
                  the benefit of the Secured Party and of its rights therein, in
                  any jurisdiction.

                           (iii) Nothing contained herein shall be construed to
                  narrow the scope of the Secured Party's security interest in
                  any of the Collateral or the perfection or priority thereof or
                  to impair or otherwise limit any of the rights, powers,
                  privileges or remedies of the Secured Party except (and then
                  only to the extent) mandated by applicable law.

                  (c) Contemporaneously herewith, each of BMSR and BTO covenants
         and agrees to deliver to the Secured Party any certificates of title,
         documents or instruments representing or evidencing the Collateral,
         with BMSR's and BTO's endorsement thereon and/or accompanied by proper
         instruments of transfer and assignment duly executed in blank, all in
         form and substance satisfactory to the Secured Party.

                  (d) All charges, expenses and fees the Secured Party may incur
         in doing any of the foregoing, and any local taxes relating thereto,
         shall be added as additional principal to the Notes, or, at the Secured
         Party's option, shall be paid to the Secured Party for the ratable
         benefit of the Secured Party immediately upon demand.

         2.3 Disposition of Collateral. Each of BMSR and BTO will safeguard and
protect all Collateral for the Secured Party's general account and make no
disposition thereof whether by sale, lease or otherwise except (a) the sale of
Inventory in the ordinary course of business and (b) the disposition or transfer
of obsolete and worn-out Equipment in the ordinary course of business.



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         2.4 Preservation of Collateral. Following the occurrence of an Event of
Default under the Credit Agreement or the Notes, in addition to the rights and
remedies set forth in the Credit Agreement, the Secured Party: (a) may at any
time take such steps as the Secured Party deems necessary to protect the Secured
Party's interest in and to preserve the Collateral, including the hiring of such
security guards or the placing of other security protection measures as the
Secured Party may deem appropriate; (b) may employ and maintain at BMSR's, BTO's
and their respective subsidiaries' premises a custodian who shall have full
authority to do all acts necessary to protect the Secured Party's interests in
the Collateral; (c) may lease facilities to which the Secured Party may move all
or part of the Collateral; (d) may use BMSR's, BTO's and their respective
subsidiaries' owned or leased lifts, hoists, trucks and other facilities or
equipment for handling or removing the Collateral; and (e) shall have, and is
hereby granted, a right of ingress and egress to the places where the Collateral
is located, and may proceed over and through BMSR's, BTO's and their respective
subsidiaries' owned or leased property. Each of BMSR and BTO shall, and shall
cause its subsidiaries to, cooperate fully with all of the Secured Party's
efforts to preserve the Collateral and will, and will cause its subsidiaries to,
take such actions to preserve the Collateral as the Secured Party may direct.
All of the Secured Party's expenses of preserving the Collateral, including any
expenses relating to the bonding of a custodian, shall be added as additional
principal to the Notes.

         2.5 Ownership of Collateral. With respect to the Collateral, at the
time the Collateral becomes subject to the Secured Party's security interest:
(a) Each of BMSR and BTO shall be the sole owner of and fully authorized and
able to sell, transfer, pledge and/or grant a first priority security interest
in each and every item of its respective Collateral to the Secured Party; and,
except for Permitted Encumbrances the Collateral shall be free and clear of all
Liens and encumbrances whatsoever; (b) each document and agreement executed by
BMSR or BTO or delivered to the Secured Party in connection with this Agreement
shall be true and correct in all respects; and (c) all signatures and
endorsements of BMSR and BTO that appear on such documents and agreements shall
be genuine and BMSR and BTO shall have full capacity to execute same.

         2.6 Defense of the Secured Party's Interests. Until (a) payment in full
of all of the outstanding Obligations and (b) termination of this Agreement, the
Secured Party's interests in the Collateral shall continue in full force and
effect. During such period neither BMSR nor BTO shall, without the Secured
Party's prior written consent, pledge, sell (except Inventory in the ordinary
course of business and Equipment to the extent permitted in Section 2.3 hereof),
assign, transfer, create or suffer to exist a Lien upon or encumber or allow or
suffer to be encumbered in any way except for Permitted Encumbrances, any part
of the Collateral. Each of BMSR and BTO shall defend the Secured Party's
interests in the Collateral against any and all Persons whatsoever. At any time
following demand by the Secured Party for payment of all Obligations, the
Secured Party shall have the right to take possession of the indicia of the
Collateral and the Collateral in whatever physical form contained, including
without limitation: labels, stationery, documents, instruments and advertising
materials. If the Secured Party exercise this right to take possession of the
Collateral, each of BMSR and BTO shall, upon demand, assemble it in the best
manner possible and make it available to the Secured Party at a place reasonably
convenient to the Secured Party. In addition, with respect to all Collateral,
the Secured Party shall be entitled to all of the rights and remedies set forth
herein and further provided by the Uniform Commercial Code or other applicable
law. Each of BMSR and BTO shall, and each of the Secured Party may, at its
option, instruct all suppliers, carriers, forwarders, warehouses or others
receiving or holding cash, checks, Inventory, documents or instruments in which
the Secured Party holds a security interest to deliver same to the Secured



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Party and/or subject to the Secured Party's order and if they shall come into
BMSR's or BTO's possession, they, and each of them, shall be held by BMSR in
trust as the Secured Party's trustee, and each of BMSR and BTO will immediately
deliver them to the Secured Party in their original form together with any
necessary endorsement.

         2.7 Compliance with Laws. Each of BMSR and BTO shall comply with all
acts, rules, regulations and orders of any legislative, administrative or
judicial body or official applicable to the Collateral or any part thereof or to
the operation of BMSR's and BTO's business the non-compliance with which could
reasonably be expected to have a Material Adverse Effect. Either BMSR or BTO
may, however, contest or dispute any acts, rules, regulations, orders and
directions of those bodies or officials in any reasonable manner, provided that
any related Lien is inchoate or stayed and sufficient reserves are established
to the reasonable satisfaction of the Secured Party to protect the Secured
Party's Lien on or security interest in the Collateral. The Collateral at all
times shall be maintained in accordance with the requirements of all insurance
carriers which provide insurance with respect to the Collateral so that such
insurance shall remain in full force and effect.

         2.8 Inspection of Premises. At all reasonable times the Secured Party
shall have full access to and the right to audit, check, inspect and make
abstracts and copies from BMSR's and BTO's books, records, audits,
correspondence and all other papers relating to the Collateral and the operation
of BMSR's and BTO's business. The Secured Party and its agents may upon
reasonable advance notice, enter upon BMSR's and BTO's and its subsidiaries'
premises at any time during business hours and at any other reasonable time, and
from time to time, for the purpose of inspecting the Collateral and any and all
records pertaining thereto and the operation of BMSR's and BTO's business,
provided, however, the Secured Party shall conduct such inspections no more than
one (1) time per year unless an Event of Default shall have occurred and be
continuing, in which event there shall be no restrictions on the number of
inspections the Secured Party may charge either BMSR or BTO.

         2.9 Insurance. Each of BMSR and BTO shall bear the full risk of any
loss of any nature whatsoever with respect to the Collateral. At BMSR's and
BTO's own cost and expense, as applicable, in amounts and with carriers
reasonably acceptable to the Secured Party, each of BMSR and BTO shall (a) keep
the Collateral insured, as is customary in the case of companies engaged in
businesses similar to that of BMSR and BTO; (b) furnish the Secured Party with
(i) copies of all policies and evidence of the maintenance of such policies by
the renewal thereof at least thirty (30) days before any expiration date, and
(ii) appropriate loss payable endorsements in form and substance satisfactory to
the Secured Party, naming the Secured Party as a co-insured and loss payee as
its interests may appear with respect to all insurance coverage referred to in
clause (a) above, and providing (A) that all proceeds thereunder shall be
payable to the Secured Party, (B) no such insurance shall be affected by any act
or neglect of the insured or owner of the property described in such policy, and
(C) that such policy and loss payable clauses may not be cancelled, amended or
terminated unless at least thirty (30) days' prior written notice is given to
the Secured Party. In the event of any loss thereunder, the carriers named
therein hereby are directed by the Secured Party, BMSR and BTO to make payment
for such loss that would ordinarily be made payable to BMSR or BTO rather than
to a third party to the Secured Party and not to BMSR or BTO and the Secured
Party jointly. If any insurance losses are paid by check, draft or other
instrument payable to BMSR or BTO and the Secured Party jointly, the Secured
Party may endorse BMSR's and BTO's name thereon and do such other things as the
Secured Party may deem advisable to reduce the same to



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cash. The Secured Party is hereby authorized to adjust and compromise claims
under insurance coverage referred to in clauses (a) and (b) above. All loss
recoveries received by the Secured Party upon any such insurance may be applied
to the Obligations, in such order as the Secured Party in its sole discretion
shall determine. Any surplus shall be paid by the Secured Party to BMSR or BTO,
as the case may be, or applied as may be otherwise required by law. Any
deficiency thereon shall be paid by BMSR and BTO to the Secured Party, on
demand.

         2.10 Failure to Pay Insurance. If either of BMSR or BTO fails to obtain
insurance as hereinabove provided, or to keep the same in force, the Secured
Party, if the Secured Party so elect, may obtain such insurance and pay the
premium therefor and such expenses so paid shall be part of the Obligations.

         2.11 Payment of Taxes. Each of BMSR and BTO will pay, when due, all
taxes, assessments and other Charges lawfully levied or assessed upon BMSR or
BTO or any of the Collateral including, without limitation, real and personal
property taxes, assessments and charges and all franchise, income, employment,
social security benefits, withholding, and sales taxes. If any tax by any
governmental authority is or may be imposed on or as a result of any transaction
between BMSR, BTO and the Secured Party which the Secured Party may be required
to withhold or pay or if any taxes, assessments, or other Charges remain unpaid
after the date fixed for their payment, or if any claim shall be made which, in
the Secured Party's opinion, may possibly create a valid Lien on the Collateral,
the Secured Party may without notice to BMSR or BTO pay the taxes, assessments
or other Charges and each of BMSR and BTO hereby indemnifies and holds the
Secured Party harmless in respect thereof. The Secured Party will not pay any
taxes, assessments or Charges to the extent that BMSR or BTO has contested or
disputed those taxes, assessments or Charges in good faith, by expeditious
protest, administrative or judicial appeal or similar proceeding provided that
any related tax lien is stayed and sufficient reserves are established to the
reasonable satisfaction of the Secured Party to protect the Secured Party's
security interest in or Lien on the Collateral. The amount of any payment by the
Secured Party under this Section 2.11 shall be added to the Obligations and,
until BMSR or BTO shall furnish the Secured Party with an indemnity therefor (or
supply the Secured Party with evidence satisfactory to the Secured Party that
due provision for the payment thereof has been made), the Secured Party may hold
without interest any balance standing to BMSR's or BTO's credit and the Secured
Party shall retain its security interest in any and all Collateral held by the
Secured Party.

         2.12 Exculpation of Liability. Nothing herein contained shall be
construed to constitute the Secured Party as BMSR's or BTO's agent for any
purpose whatsoever, nor shall the Secured Party be responsible or liable for any
shortage, discrepancy, damage, loss or destruction of any part of the Collateral
wherever the same may be located and regardless of the cause thereof. The
Secured Party, whether by anything herein or in any assignment or otherwise,
does not assume BMSR's or BTO's obligations under any contract or agreement
assigned to the Secured Party, and the Secured Party shall not be responsible in
any way for the performance by BMSR and BTO of any of the terms and conditions
thereof.

         2.13 Financing Statements. No financing statement covering any of the
Collateral or any proceeds thereof is on file in any public office.



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                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         Each of BMSR and BTO, jointly and severally represent and warrant as
follows:

         3.1 Each of BMSR and BTO has full power, authority and legal right to
grant to the Secured Party a security interest in the Collateral pursuant to
this Agreement, and the execution and delivery of this Agreement has been duly
authorized by each of BMSR and BTO.

         3.2 No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required either
(a) for the grant by BMSR or BTO to the Secured Party of a security interest in
the Collateral pursuant to this Agreement or for the execution, delivery or
performance of this Agreement by BMSR and BTO, or (b) for the exercise by the
Secured Party of rights provided for in this Agreement or the remedies in
respect of the Collateral pursuant to this Agreement.

         3.3 The grant by BMSR and BTO of a security interest in the Collateral
pursuant to this Agreement creates a valid security interest in the Collateral
in favor of the Secured Party, securing the payment of the Obligations.

         3.4 No part of the Collateral is used or was bought for personal,
family or household purposes.

         3.5 BMSR and BTO, taken together, have exclusive possession of all of
the Collateral.

                                   ARTICLE IV
                          LIABILITY AND INDEMNIFICATION

         Each of BMSR and BTO agrees to indemnify and to hold the Secured Party
harmless from and against all losses, liabilities, claims, damages, costs and
expenses (including actual attorneys' fees and disbursements) with respect to
(a) any action taken or any omission by the Secured Party with respect to this
Agreement, provided that the Secured Party's conduct does not constitute willful
misconduct or gross (not mere) negligence, and (b) any claims arising out of
BMSR's or BTO's ownership of the Collateral or the Secured Party's security
interest therein.

                                   ARTICLE V
                           SECURITY INTEREST ABSOLUTE

         All rights of the Secured Party and security interests hereunder, and
all obligations of BMSR and BTO hereunder, shall be absolute and unconditional
irrespective of:

         5.1 any lack of validity or enforceability of the Credit Agreement or
any other agreement or instrument relating thereto;

         5.2 any other amendment or waiver of or any consent to any departure
from the Credit Agreement or any other agreement or instrument relating thereto;



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         5.3 any exchange or non-perfection of any other Collateral, or any
amendment or waiver of or consent to departure from any guaranty for all or any
of the Obligations; or

         5.4 any other circumstance which might otherwise constitute a defense
available to, or a discharge of, BMSR or BTO other than a release of the Secured
Party's rights and security interests or the payment in full of the Obligations;
provided however that if at any time any payment, or any portion of a payment,
to the Secured Party is recaptured or required to be disgorged under applicable
bankruptcy or insolvency laws or otherwise, then the recaptured or disgorged
payment shall thereafter be deemed an Obligation hereunder; BMSR or BTO agrees
to take any all acts reasonably requested by the Secured Party to give effect to
this Section 5.

                                   ARTICLE VI
             CONTINUING SECURITY INTEREST, ASSIGNMENT OF OBLIGATIONS

         6.1 This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until payment in full
of the Obligations, (b) be binding upon BMSR, BTO and their respective
successors and assigns, (c) inure, together with the rights and remedies of the
Secured Party hereunder, to the benefit of the Secured Party and its successors,
transferees and assigns, (d) constitute, along with the Credit Agreement and the
other agreements and instruments relating thereto, the entire agreement between
BMSR, BTO and the Secured Party, and (e) be severable in the event that one or
more of the provisions herein is determined to be illegal or unenforceable. Upon
the payment in full of the Obligations, the Secured Party, at the request and
expense of BMSR and BTO, as the case may be, shall release the security
interests in the Collateral granted herein and execute such termination
statements as may be necessary therefor, to the extent that such Collateral
shall not have been sold or otherwise applied pursuant to the terms hereof.

                                  ARTICLE VII
                              RETURN OF COLLATERAL

         Subject to any duty imposed by law or otherwise to the holder of any
subordinate lien on the Collateral known to the Secured Party, and subject to
the direction of a court of competent jurisdiction, upon the payment in full of
the Obligations, each of BMSR and BTO shall be entitled to the return of all
Collateral in the possession of the Secured Party, provided, however, that (a)
the Secured Party shall not be obligated to return to BMSR or BTO or deliver to
the holder of any subordinate lien any such Collateral until they are satisfied
that all amounts with respect to the Obligations are no longer subject to being
recaptured under applicable bankruptcy or insolvency laws or otherwise and (b)
if the Secured Party determines not to return Collateral in its possession
(pursuant to clause (a) of this Article VII), the Secured Party shall turn over
such possessory Collateral, upon the reasonable request of BMSR or BTO, as the
case may be, and upon BMSR's or BTO's grant of a second priority security
interest in the possessory Collateral, as the case may be, to a replacement
lender which requires a first priority interest in the possessory Collateral.
Any return or turn over of Collateral, however effected, shall be without
recourse to the Secured Party, and the Secured Party shall be entitled to
receive appropriate documentation to such effect. The return of Collateral shall
be affected without representation or warranty and shall not entitle BMSR or BTO
to any right to any endorsement.



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<PAGE>

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1 Amendment; Waiver. No amendment or waiver of any provision of this
Agreement nor consent to any departure by BMSR or BTO herefrom shall in any
event be effective unless the same shall be in writing and signed by the Secured
Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

         8.2 Expenses. Each of BMSR and BTO will upon demand pay to the Secured
Party the amount of any and all reasonable expenses actually incurred, including
the fees and expenses of its counsel and of any experts and agents, which the
Secured Party may incur in connection with (a) the administration of this
Agreement, (b) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, (c) the exercise or
enforcement of any of the rights of the Secured Party hereunder, and (d) the
failure by either of BMSR or BTO to perform or observe any of the provisions
hereof.

         8.3 Notices. All notices, demands and requests of any kind which either
party may be required or desires to serve upon the other hereunder shall be in
writing and shall be delivered and be effective in accordance with the notice
provision of the Credit Agreement.

         8.4 Governing Law, Terms. This Agreement shall be governed by, and
construed in accordance with, the law of the State of Texas without regard to
its choice of laws principles. Unless otherwise defined herein or in the Credit
Agreement, terms defined in the Uniform Commercial Code are used herein as
therein defined.

         8.5 Trial By Jury. EACH OF BMSR AND BTO HEREBY WAIVES, AND COVENANTS
THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY
RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE
SUBJECT MATTER HEREOF, ANY DOCUMENT RELATING HERETO OR ANY SECURED OBLIGATION,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR
IN TORT OR OTHERWISE.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                       BOUNDLESS MOTOR SPORTS RACING, INC.



                                       By: /s/ THOMAS L. EARNSHAW
                                          --------------------------------------
                                       Name:   Thomas L. Earnshaw
                                            ------------------------------------
                                       Title:  CFO
                                             -----------------------------------



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<PAGE>

                                       BOUNDLESS TRACK OPERATIONS, INC.



                                       By:  /s/ THOMAS L. EARNSHAW
                                          --------------------------------------
                                       Name:    Thomas L. Earnshaw
                                            ------------------------------------
                                       Title:   CFO
                                             -----------------------------------
                                       /s/ PAUL A. KRUGER
                                       -----------------------------------------
                                       Paul A. Kruger



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