Exhibit 10.4

                          PLEDGE AND SECURITY AGREEMENT

      PLEDGE AND SECURITY  AGREEMENT,  dated as of November  15,  2005,  between
TRACKPOWER INC., a Wyoming corporation,  having an address at _____________ (the
"Pledgor")  and SOUTHERN  TIER  ACQUISITIONS  LLC, a New York limited  liability
company,  having  an  address  at 125 Park  Avenue,  New  York,  NY  10017  (the
"Lender").

            1.  SECURITY  FOR NOTE.  This  Agreement  is for the  benefit of the
Lender to secure the payment of that certain  noted dated on even date  herewith
in the  principal  amount of $849,341  (the "Note") and the  obligations  of the
Pledgor arising out of or in connection  with that certain Capital  Contribution
Agreement  dated  on  even  date  herewith  (herein   collectively   called  the
"Obligations").

            2. ASSIGNMENT OF MEMBERSHIP INTERESTS. To secure the Obligations and
for the purposes set forth in Section 1, the Pledgor hereby assigns,  transfers,
pledges and grants,  as collateral  security,  a security interest in so much of
the Pledgor's  membership interests as may be necessary to satisfy the Pledgor's
obligations  according to the terms of the Note,  together with all right, title
and interest as a member in American Racing and  Entertainment LLC (the "Limited
Liability Company") including without limitation: (i) all payments to become due
to such Pledgor in respect of such membership  interests and under the Operating
Agreement  of  the  Limited   Liability   Company   Agreement  (the   "Operating
Agreement"), whether as contractual obligations,  damages, insurance proceeds or
otherwise;  (ii)  all  of  its  claims,  rights,  powers,  privileges,  security
interest, liens and remedies under the Operating Agreement; and (iii) all of its
rights under the  Operating  Agreement to make  determinations,  to exercise any
election  (including,  but not limited to, election of remedies) or option or to
give or receive any notice, consent, amendment, waiver or approval together with
full power and authority to demand, receive, enforce, collect or receipt for any
of the foregoing or any property of the subject of the Operating  Agreement,  to
enforce or execute  any  checks,  or other  instruments  or orders,  to file any
claims  and to take any  action  which (in the  opinion  of the  Lender)  may be
necessary or advisable in connection with any of the foregoing;  provided,  that
unless and until the fifth (5th) day following the day of written demand made by
the Lender for the  payment of the Note and the  failure of the  Borrower to pay
the Note prior thereto (the "Specified  Date"), the Pledgor shall be entitled to
retain all payments and  exercise  all of the rights  assigned  pursuant to this
Section 2. All the rights  assigned to the Lender pursuant to this Section 2 are
hereinafter referred to as the "Collateral". The Pledgor shall cause each of the
other  members to consent to (a) the  assignment  of and the  security  interest
granted in the  foregoing  rights and (b)  exercise of such rights by the Lender
pursuant  to Section 3 hereof.  From and after the  Specified  Date,  all of the
Pledgor's  right,  title and  interest in and to the Limited  Liability  Company
shall cease to exist and the Pledgor  shall have no further  right to act in any
respect as a member of the Limited Liability Company.

            3. REMEDIES.  Commencing on the Specified  Date, the Lender shall be
entitled to exercise all of the rights,  powers and remedies  (whether vested in
it by this Agreement or by law) for the protection and enforcement of its rights
in  respect  of the  Collateral,  and the  Lender  shall  be  entitled,  without
limitation, to exercise the following rights, which the Pledgor hereby agrees to
be commercially reasonable:

                  (a)   to give  all  consents,  waivers  and  ratifications  in
                        respect of the Collateral and otherwise act with respect
                        thereto  as though it were the  outright  owner  thereof
                        (the  Pledgor  hereby   irrevocably   constituting   and
                        appointing the Lender the proxy and attorney  in-fact of
                        the Pledgor,  with full power of substitution to do so),
                        including, without limitation, the right to exercise all

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                        of the  rights  and  interests  granted  to  the  Lender
                        hereunder  pursuant  to  Section  2 in  respect  of  the
                        Operating Agreement; and

                  (b)   The Pledgor  hereby  waives and  releases to the fullest
                        extent   permitted   by  law  any  right  or  equity  of
                        redemption with respect to the Collateral, acknowledging
                        that  only the  Lender  may hold such  Collateral  after
                        default pursuant to this Agreement.

            4. REMEDIES,  CUMULATIVE. Each right, power and remedy of the Lender
provided for in this Agreement or now or hereafter  existing at law or in equity
or by statute shall be  cumulative  and  concurrent  and shall be in addition to
every other such  right,  power or remedy.  The  exercise  or  beginning  of the
exercise  by the  Lender of any one or more of the  rights,  powers or  remedies
provided for in this Agreement or now or hereafter  existing at law or in equity
or by statute or otherwise shall not preclude the simultaneous or later exercise
by the Lender of all such other  rights,  powers or remedies,  and no failure or
delay on the part of the  Lender to  exercise  any such  right,  power or remedy
shall operate as a waiver thereof.

            5. FURTHER ASSURANCES. The Pledgor agrees that it will join with the
Lender in executing  and, at its own expense,  file and refile under the Uniform
Commercial Code or any similar statute of any other jurisdiction, such financing
statements,  continuation  statements and other documents in such offices as the
Lender may deem necessary or appropriate  and wherever  required or permitted by
law in order to perfect  and  preserve  the  Lender's  security  interest in the
Collateral and hereby  authorizes  the Lender to file  financing  statements and
amendments  thereto  relative to all or any part of the  Collateral  without the
signature of such Pledgor where  permitted by law, and agrees to do such further
acts and things  and to  execute  and  deliver  to the  Lender  such  additional
conveyances,   assignments,   agreements  and  instruments  as  the  Lender  may
reasonably  require or deem  advisable to carry into effect the purposes of this
Agreement or to further  assure and confirm  unto the Lender its rights,  powers
and remedies hereunder.

            6.  TRANSFER BY THE PLEDGOR.  The Pledgor will not sell or otherwise
dispose of, grant any option with  respect to, or mortgage,  pledge or otherwise
encumber any of the Collateral or any interest therein.

            7.  REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF THE PLEDGOR.  The
Pledgor represents and warrants, as applicable to it, that:

                  (a)   it is the legal and  beneficial  owner of,  and has good
                        and  marketable   title  to,  the  Collateral   assigned
                        hereunder,   subject  to  no  pledge,   lien,  mortgage,
                        hypothecation,  security  interest,  charge,  option  or
                        other  encumbrance  whatsoever,  except  the  liens  and
                        security interests created by this Agreement;

                  (b)   it has full power,  authority  and legal right to assign
                        all the Collateral assigned hereunder;

                  (c)   this  Agreement has been duly  authorized,  executed and
                        delivered by such Pledgor and constitutes a legal, valid
                        and binding  obligation of such Pledgor  enforceable  in
                        accordance  with its terms except as enforcement  may be
                        limited  by  Lenderruptcy,  insolvency  and  other  laws
                        affecting   the   enforcement   of   creditors'   rights
                        generally,  by  moratorium  laws  from  time  to time in
                        effect, and by general principles of equity;

                  (d)   no  consent  of  any  other  party  (including,  without
                        limitation, any member, manager, stockholder,  member or
                        creditor  of  the  Pledgor)  and  no  consent,  license,
                        permit,  approval or  authorization  of,  exemption  by,
                        notice  or  report  to,  or   registration,   filing  or
                        declaration with, any governmental authority is required

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                        which has not been obtained by the Pledgor in connection
                        with  the  execution,  delivery  or  performance  by the
                        Pledgor of this Agreement;

                  (e)   the   execution,   delivery  and   performance  of  this
                        Agreement   will  not  violate  any   provision  of  any
                        applicable law or regulation or of any order,  judgment,
                        writ,  award  or  decree  of any  court,  arbitrator  or
                        governmental  authority,  domestic or foreign, or of the
                        operating  agreement,  certificate of  incorporation  or
                        by-laws  (as  applicable)  of  the  Pledgor  or  of  any
                        securities  issued by the Pledgor,  or of any  mortgage,
                        indenture,   lease,   contract   or   other   agreement,
                        instrument  or  undertaking  to which the  Pledgor  is a
                        party or which is binding  upon the  Pledgor or upon any
                        of its  assets and will not  result in the  creation  or
                        imposition  of any  lien  or  encumbrance  on any of the
                        assets of the  Pledgor  except as  contemplated  by this
                        Agreement; and

                  (f)   by virtue of the  execution  and delivery by the Pledgor
                        of  this  Agreement  and  possession  of the  membership
                        certificate(s)  and, at Lender's  option,  the filing of
                        UCC-1 financing  statements,  which financing statements
                        will, at Lender's  option,  be duly and validly filed in
                        the appropriate  offices, the Lender will obtain a valid
                        and perfected lien upon and security  interest in all of
                        the Pledgor's  right,  title and interest as a member in
                        the Limited  Liability  Company (the "Limited  Liability
                        Company Interest"), as security for the repayment of the
                        Obligations,  prior to the  rights  of all  other  third
                        parties and all other liens and encumbrances thereon and
                        security interest therein.

                        The  Pledgor  covenants  and agrees that if there is any
                        currently  effective  financing statement under the Code
                        covering  the Limited  Liability  Company  Interest,  it
                        shall promptly cause the outstanding  obligation secured
                        by such financing statement to be satisfied and to cause
                        a termination  statement to that effect to be filed with
                        each  filing   officer  with  whom  any  such  financing
                        statement  was filed.  The Pledgor  covenants and agrees
                        that  it will  defend  the  Lender's  right,  title  and
                        security  interest  in  and to the  Collateral  and  the
                        proceeds  thereof  against the claims and demands of all
                        persons whomsoever; and the Pledgor covenants and agrees
                        that it will have like  title to and right to pledge any
                        other property at any time hereafter pledged or assigned
                        to the Lender as  additional  Collateral  hereunder  and
                        will  likewise  defend the right  thereto  and  security
                        interest therein of the Lender.

            8. PLEDGOR'S  OBLIGATIONS  ABSOLUTE.  The obligations of the Pledgor
under this  Agreement  shall be absolute and  unconditional  and shall remain in
full force and effect without  regard to, and shall not be released,  suspended,
discharged,  terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including, without limitation: (a) any renewal, extension, amendment
or  modification  of or addition or  supplement  to or deletion from the Capital
Contribution  Agreement,  the Note or any other instrument or agreement referred
to  therein,  or any  assignment  or transfer  of any  thereof;  (b) any waiver,
consent,  extension,  indulgence or other action or inaction under or in respect
of any such agreement or instrument or this Agreement; (c) any furnishing of any
additional  security to the Lender or any  acceptance  thereof or any release of
any  security by the Lender;  (d) any  limitation  on any party's  liability  or
obligations  under  any  such  instrument  or  agreement  or any  invalidity  or
unenforceability,  in whole or in part,  of any such  instrument or agreement or
any  term  thereof;   or  (e)  any   bankruptcy,   insolvency,   reorganization,
composition,  adjustment,  dissolution,  liquidation  or other  like  proceeding
relating to the Pledgor,  or any action taken with respect to this  Agreement by
any trustee or receiver, or by any court, in any such proceeding, whether or not
the Pledgor shall have notice or knowledge of any of the foregoing.

            9.  TERMINATION  OF RELEASE.  At such time as the  principal  of and
interest on the Note has been paid in full, this Agreement shall terminate,  and
the Lender, at the request and expense of the Pledgor,  will execute and deliver
to the Pledgor a proper instrument or instruments acknowledging the satisfaction
and termination of this Agreement, and will duly assign, transfer and deliver to
the Pledgor (without  recourse and without any  representation or warranty) such
of the  Collateral  as may be in-the  possession  of the  Lender  and as has not
theretofore  been  sold  or  otherwise  applied  or  released  pursuant  to this
Agreement.

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            10. NOTICES. All notices and other communications hereunder shall be
in writing,  shall be effective upon receipt and shall be delivered or mailed by
first class mail, postage prepaid, addressed, as follows:

                  (a)   if to the Pledgor, at Pledgor's address set forth above

with a copy to:            The Towne Law Offices, P.C.
                           421 New Karner Road
                           Albany, New York 12205

                  (b) if to the Lender, at its address set forth above

with a copy to:            Goldberg Weprin & Ustin LLP
                           1501 Broadway
                           22nd Floor
                           New York, NY 10036
                           Attention:  Andrew W. Albstein, Esq.

or at such other  address as shall have been  furnished in writing by any person
described above to the party required to give notice hereunder.

            11.  MISCELLANEOUS.   This  Agreement  shall  be  binding  upon  the
successors  and permitted  assigns of the Pledgor and shall inure to the benefit
of and be  enforceable  by the  Lender  and its  successors  and  assigns.  This
Agreement may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change, waiver,
discharge or  termination  is sought.  This  Agreement  shall be  construed  and
enforced in accordance  with a governed by the law of the State of New York. The
headings in this  Agreement  are for  purposes of  reference  only and shall not
limit or define  the  meaning  hereof.  In any  judicial  proceeding  involving,
directly or  indirectly,  any matter arising out of or related to this Note, the
maker hereby irrevocably  submits to the non-exclusive  jurisdiction of any sate
or federal  court located in New York county in the State of New York and agrees
not to raise any objection to such  jurisdiction or to the laying or maintaining
of the  venue of any such  proceeding  in such  county.  The maker  agrees  that
service of process in any such proceeding may be duly effected by mailing a copy
thereof to the maker by nationally  recognized overnight courier with no receipt
required. This Agreement may be executed in any number of counterparts,  each of
which shall be an original but all of which shall constitute one instrument.  In
the event that any  provision  of this  Agreement  shall  prove to be invalid or
unenforceable,  such  provision  shall be deemed to be severable  from the other
provisions of this Agreement which shall remain binding on all parties hereto.

            IN WITNESS WHEREOF, the Pledgor and the Lender have executed by this
Agreement as of the date first above written.

                                            PLEDGOR:

                                            TRACKPOWER INC.

                                            By:
                                               --------------------------
                                               Edward M. Tracy, President

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                                            LENDER:

                                            SOUTHERN TIER ACQUISITIONS LLC

                                            By:
                                               --------------------------
                                               Jeffrey Gural

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