Exhibit
10.41


SPONSORSHIP
AGREEMENT


This Sponsorship
Agreement (the “Agreement”) is entered into effective January 1, 2007 by and
between Stallings Capital Group Consultants, Ltd., a Texas limited partnership
dba Bob Stallings Racing (“Stallings Racing”), and GAINSCO, Inc., a Texas
corporation (the “Sponsor”).


Stallings Racing
(formerly known as “Blackhawk Racing”) organized and operated a racing team
engaging in Daytona Prototype Series auto racing (the “Racing Team”) in
professional races in 2005 and 2006, and the Sponsor was the primary sponsor of
the Racing Team pursuant to Sponsorship Agreements dated February 7, 2005 and
February 1, 2006. Stallings Racing has invited the Sponsor to continue to act
as the primary sponsor of the Racing Team during the 2007 racing season, and the
Sponsor desires to act in that capacity. In consideration of the sponsorship
fee provided for herein, the parties desire to enter into this Agreement to
govern the terms of such sponsorship during the 2007 racing season.


Now, therefore, Stallings
Racing and the Sponsor hereby agree as follows:


1.             Term.  Subject to the provisions of Section 12
hereof, the term of this Agreement and the sponsorship described herein shall
commence on January 1, 2007 and extend through December 31, 2007.


2.             Advertising and Other
Benefits.  Subject to payment
by the Sponsor of the sponsorship fee provided for herein, during the term of
this Agreement Stallings Racing shall cause the Racing Team to provide for the Sponsor’s
benefit all of the benefits customarily associated with the sponsorship of a
Daytona Prototype Series racing team and consistent with the benefits provided
to the Sponsor in 2005 and 2006 (individually, a “Benefit,” and collectively,
the “Benefits”), including but not limited to the following:


(i)            displaying prominent identification
of the Sponsor’s name and/or logo in signage on the race car and racing suits
and, where appropriate, on other team equipment (subject to approval by the
Sponsor);


(ii)           making available for the use of the
Sponsor (x) the personalities associated with the Racing Team, (y) the Racing
Team’s home base facilities in Texas, and (z) those facilities designated or
assigned for the use of the Racing Team at each race and race location at which
the Racing Team actually participates in the race, all for appropriate public
relations and other promotional and marketing purposes. As it concerns (y) and
(z) above, access shall be subject to appropriate security and safety
restrictions designated by the applicable racing location and the Racing Team;
and
















(iii) making available
for the use of the Sponsor (a) a non-racing look-alike of the GAINSCO 99 race
car used by the Racing Team (a “Show Car”) and (b) if provided to Stallings
Racing by the Pontiac Division of General Motors Corporation, a truck for use
by the Sponsor in transporting the Show Car to events selected by the Sponsor.
The Sponsor acknowledges that it will be required to incur certain expenses for
mechanical and cosmetic enhancements to the Show Car (such expenses not to
exceed $25,000) to make the Show Car suitable for use as contemplated by the
Sponsor. Subject to the Sponsor’s first right to use the Show Car, it will also
be made available to Stallings Racing when such use does not interfere with the
Sponsor’s use of the Show Car.


3.             Sponsorship Fee.  The Sponsor shall pay to Stallings Racing a sponsorship
fee in the amount of $1,500,000.00 for the term of this Agreement, payable in
12 equal monthly installments of $125,000 on or before the first day of each
month commencing January 1, 2007 and continuing until the final installment is
paid on or before December 1, 2007 (unless this Agreement is sooner terminated
pursuant to Section 12 hereof, in which case the obligation to make any future
payments shall terminate).


4.             Compliance with Applicable
Rules and Regulations.  Provision
of the Benefits pursuant to this Agreement is subject to rules and requirements
of each organization and venue hosting a racing event in which the Racing Team
competes during the term hereof, and the Sponsor agrees to submit to Stallings
Racing all advertising and other promotional material in sufficient time to
enable Stallings Racing to assure compliance with such rules and requirements. If
as a result of such rules and requirements Stallings Racing is unable to
provide a Benefit in the form requested by the Sponsor, Stallings Racing shall
be permitted to provide a substitute promotion or advertisement in compliance
with such requirements.


5.             Sponsor’s Maximum
Obligation; Indemnification.  Stallings
Racing represents to the Sponsor that the Sponsor’s aggregate obligation
hereunder will not exceed the amount of the sponsorship fee set forth in
Section 3 hereof (or such lesser amount as is payable by the Sponsor in the
event that this Agreement is terminated pursuant to Section 12 hereof), plus,
if applicable, collection costs that may be reasonably incurred by Stallings
Racing in a legal proceeding to collect all or any part thereof (the “Maximum
Obligation”). Stallings Racing agrees to indemnify the Sponsor and its
officers, directors, agents and employees and to hold them harmless from any loss,
claim, cost, damage or liability in excess of the Maximum Obligation which (i) the
Sponsor shall incur as a result of this Agreement, or (ii) arises from any
failure by Stallings Racing to perform any of its obligations hereunder.


6.             Retention of Rights.  The only rights granted to the Sponsor
hereunder are the right to receive the Benefits, and Stallings Racing hereby
retains all other rights with respect to the Racing Team, including but not
limited to logos, symbols, names and other marks and intellectual property of
the Racing Team, and any proceeds derived by the 



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Racing Team. The Sponsor
hereby retains and does not grant any rights to Stallings Racing to use any of
its logos, symbols, names or other marks or intellectual property, except for
use as described in Section 2 hereof. In the event that this Agreement is
terminated or if the sponsorship terminates at the end of the term provided for
herein, each of the parties shall retain the rights to use its logos, symbols,
names or other marks or intellectual property including, in the case of the
Sponsor, the right to use the names and marks “GAINSCO 99”, “the GAINSCO 99 Car”,
or similar phrases or derivations thereof.


7.             Relationship to Other
Sponsors.  The Sponsor
acknowledges that Stallings Racing has arranged and may arrange in the future
for other sponsors for the Racing Team. Stallings Racing agrees that, during
the term of this Agreement, no other sponsor shall receive any benefit of
greater value (including either an equivalent or a more prominent use of
another sponsor’s name, logo or other identifying information) than the
Benefits provided to the Sponsor hereunder.


8.             Remedies.  If either party breaches any provision of
this Agreement, the other party shall be entitled to seek monetary damages and,
if appropriate, equitable relief to require the performance of the obligations
hereunder.


9.             Assignment.  Neither party shall assign any of its rights
or obligations hereunder without the prior written consent of the other party.


10.           Entire Agreement;
Amendment and Waiver; Confidentiality.  This Agreement constitutes the entire
agreement between Stallings Racing and the Sponsor with respect to the subject
matter hereof and supercedes all prior agreements and understandings. Any
amendment of this Agreement must be by a written instrument signed by both
parties, and any waiver of any provision hereof must be in writing, signed by
the party agreeing to such waiver. Each of the parties hereto agrees to hold in
confidence the terms hereof and, unless otherwise required by law, neither
party shall release, disclose or publish any of the terms hereof without the
prior written consent of the other party.


11.           Notices.  All notices and communications to be made
with respect to this Agreement shall be in writing and shall be effective only
when delivered by (i) hand, (ii) prepaid certified United States mail, return
receipt requested, or (iii) overnight delivery service providing proof of
delivery, addressed as follows:


If to Stallings Racing:


 


Robert W. Stallings


Bob Stallings Racing


4 Windsor Ridge


Frisco, Texas 75034



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if to the Sponsor:


 


GAINSCO,  Inc.


Attention: Glenn W. Anderson, President


3333 Lee Parkway, Suite 1200


Dallas, Texas 75219


 


Either party may change
the name or address for notice by providing a written notice of such change in
accordance with this Section of the Agreement.


12.           Termination by the Sponsor.  Notwithstanding the provisions of Section 1
hereof, the Sponsor shall have the right at any time prior to December 31, 2007
to terminate this Agreement by giving written notice of such termination to Stallings
Racing. In the event of such a termination, (i) the Sponsor shall have no
further obligation to make payments toward the sponsorship fee contemplated in
Section 3 hereof, (ii) Stallings Racing shall have no further obligation to
provide any Benefits hereunder, and (iii) the remaining provisions of this
Agreement shall remain in full force and effect.


13.           Miscellaneous.  (a) 
This Agreement may be executed in two counterparts, each of which shall
be deemed to be an original, but both of which shall constitute a single
agreement.


(b)  The headings and sections of this Agreement
are for convenience only and shall not affect the interpretation of any
provision hereof.


(c)  This Agreement shall be governed and
construed in accordance with the internal laws of the State of Texas, without
giving effect to principles of conflict of laws.


This Agreement is
executed as of the date first above written.


	
  STALLINGS CAPITAL GROUP

  	
   

  	
  GAINSCO, INC.

  
	
  CONSULTANTS,
  LTD.

  	
   

  	
   

  
	
  dba Bob
  Stallings Racing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Stallings
  Capital Group, Inc.

  	
   

  	
   

  
	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert W.
  Stallings

  	
   

  	
  /s/ Glenn W. Anderson

  
	
  Robert W.
  Stallings

  	
   

  	
  Glenn W. Anderson

  
	
  President

  	
   

  	
  President

  



 



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