Exhibit 10.3

                                      NOTE

$849,341                                                       November 15, 2005

      For value  received,  TRACKPOWER,  INC, a Wyoming  corporation,  having an
office at 67 Wall Street,  New York, NY 10005  ("Maker")  promises to pay to the
order of SOUTHERN TIER  ACQUISITIONS,  LLC, having an office at 125 Park Avenue,
New York, New York 10017 ("Payee"),  or at such other place as may be designated
in writing by the holder of this Note,  the principal sum of Eight Hundred Forty
Nine Thousand Three Hundred Forty One Dollars  ($849,341).  The entire principal
amount shall be due and payable on December 31, 2005.

                     AND IT IS EXPRESSLY AGREED AS FOLLOWS:

      1. This Note is secured by a Pledge  Agreement of even date  herewith made
by Maker and given to Payee,  covering  all of Maker's  membership  interests in
American Racing and  Entertainment,  LLC, a New York limited liability  company,
(the "Pledge Agreement"), the agreements,  covenants and conditions of which are
made a part  hereof to the same  extent and with the same force and effect as if
fully set forth herein, and Maker covenants and agrees to keep and perform them,
or cause them to be kept and performed.

      2. The principal sum evidenced by this Note,  together with any other sums
due hereunder or under the Pledge  Agreement  shall become due, at the option of
Payee, on the happening of any default in complying with the terms of this Note,
or on the happening of any event of default under the Pledge Agreement.  Failure
to exercise  such option shall not  constitute a waiver of the right to exercise
same in the event of any subsequent default.

      3.  This  Note may not be  changed  orally,  but only by an  agreement  in
writing and signed by the party against whom enforcement of any waiver,  change,
modification or discharge is sought.

      4. The remedies of the holder  hereof as provided  herein or in the Pledge
Agreement  shall  be  cumulative  and  concurrent,  and may be  pursued  singly,
successively,  or together at the sole discretion of the holder hereof,  and may
be exercised  as often as occasion  therefore  shall  occur,  and the failure to
exercise  any such right or remedy shall in no event be construed as a waiver or
release thereof.

      5. Maker hereby waives and releases all errors,  defects and imperfections
in any proceedings instituted by the holder hereof under the terms of this Note,
or of the Pledge Agreement, as well as all benefits which may accrue to Maker by
virtue of any present or future laws exempting the Pledge Agreement property, or
any other property,  real or personal,  or any part of the proceeds arising from
any sale of any such property, from attachment, levy or sale under execution, or
providing  for any stay of execution  to be issued on any judgment  recovered on
this Note or in any action to enforce the Pledge agreement, exemption from civil
process, or extension of time for payment.

      6. Maker hereby waives presentment for payment,  demand, notice of demand,
notice of  nonpayment  or dishonor,  protest and notice of protest of this Note,
and all other notices in connection with the delivery, acceptance,  performance,
default,  or  enforcement  of the payment of this Note,  and agrees that Maker's
liability  shall not be affected in any manner by any  indulgence,  extension of
time,  renewal,  waiver or  modification  granted or  consented to by the holder
hereof. Maker consents to any and all extensions of time, renewals,  waivers, or

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modifications  that may be granted by holder  hereof with respect to the payment
or other  provisions of this Note,  and to the release of all  collateral or any
part thereof, with or without substitution.

      7. Payee shall not be deemed,  by any act of omission  or  commission,  to
have  waived any of its rights or  remedies  hereunder  unless such waiver is in
writing  and  signed  by  the  holder  hereof,  and  then  only  to  the  extent
specifically  set  forth in the  writing.  A waiver  of one  event  shall not be
constructed  as  continuing or as a bar to or waiver of any right or remedy to a
subsequent event.

      8. Any notice,  demand,  request or other communication which Maker or the
holder  of this Note  desires  to give to the  other  hereunder  shall be deemed
sufficient if in writing and mailed by certified mail, return receipt requested,
postage prepaid in the United States,  addressed to the address  hereinabove set
forth or to such  other  address  as either  party may  hereafter  designate  in
writing, and shall be deemed given when mailed.

      9. If any provision of this Note is held to be invalid or unenforceable by
a court of  competent  jurisdiction,  the other  provisions  of this Note  shall
remain in full force and effect and shall be liberally construed in favor of the
holder hereof in order to effect the provisions of this Note.

      10. THIS NOTE WILL BE GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. 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 STATE 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.

      11.  MAKER  HEREBY  WAIVES  TRIAL  BY  JURY  IN  ANY  JUDICIAL  PROCEEDING
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY MATTER IN ANY WAY  ARISING  OUT OF OR
RELATED TO THIS NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE.

      IN WITNESS  WHEREOF,  Maker has executed and delivered this Note as of the
day and year first above written.

                                    TRACKPOWER, INC.

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

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State of New York          )        ss.:

County of                  )

      On the ______ day of November in the year 2005 before me, the undersigned,
personally  appeared Edward M. Tracy,  personally known to me or proved to me on
the basis of  satisfactory  evidence to be the  individual(s)  whose  name(s) is
(are)  subscribed to the within  instrument and  acknowledged  to me that he/she
executed  the same in  his/her/their  capacity(ies)  and  that by  his/her/their
signature(s) on the instrument, the individual(s),  or the person upon behalf of
which the individual(s) acted, executed the instrument.

                        --------------------------------------------------------
                        (Signature and office of individual taking acknowledged)

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