exhibit10_13.htm


     

    Exhibit
10.13

    
 

    THE
BOUNDLESS MOTOR SPORTS RACING, INC.

     

    2004
LONG TERM INCENTIVE PLAN

     

     

    (Effective
as of August 17, 2004)

     


    
      
         


      

      
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    BOUNDLESS
MOTOR SPORTS RACING, INC.

     

    2004
LONG TERM INCENTIVE PLAN


     

    (Effective
as of August 17, 2004)

     

    1.           Purpose.  The
purpose of this 2004 Long Term Incentive Plan (the “Plan”) of Boundless Motor
Sports Racing, Inc., a Colorado corporation (the “Company”), is to advance the
interests of the Company and its stockholders by providing a means to attract,
retain, and reward Directors, executive officers, and other key employees and
consultants of and service providers to the Company and its subsidiaries
(including consultants and others providing services of substantial value) and
to enable such persons to acquire or increase a proprietary interest in the
Company, thereby promoting a closer identity of interests between such persons
and the Company’s stockholders.

     

    2.           Definitions.  The
definitions of awards under the Plan, including Options, SARs (including Limited
SARs), Restricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of
other awards, Dividend Equivalents and Other Stock-Based Awards are set forth in
Section 6 hereof.  Such awards, together with any other right or
interest granted to a Participant under the Plan, are termed
“Awards.”  For purposes of the Plan, the following additional terms
shall be defined as set forth below:

     

    (a)           “Award
Agreement” means any written agreement, contract, notice or other instrument or
document evidencing an Award.

     

    (b)           “Beneficiary”
shall mean the person, persons, trust or trusts which have been designated by a
Participant in his or her most recent written beneficiary designation filed with
the Committee to receive the benefits specified under the Plan upon such
Participant’s death or, if there is no designated Beneficiary or surviving
designated Beneficiary, then the person, persons, trust or trusts entitled by
will or the laws of descent and distribution to receive such
benefits.

     

    (c)           “Board”
means the Board of Directors of the Company.

     

    (d)           “Code”
means the Internal Revenue Code of 1986, as amended.  References to
any provision of the Code shall be deemed to include regulations thereunder and
successor provisions and regulations thereto.

     

    (e)           “Committee”
means the Compensation Committee of the Board, or such other Board committee as
may be designated by the Board to administer the Plan; provided, however, that
the Committee shall consist of two or more Directors, each of whom is a
“nonemployee director” within the meaning of Rule 16b-3 and an “outside
director” within the meaning of Section 162(m) of the Code.

     

    (f)           “Director”
means a member of the Board or a member of the board of directors of a
subsidiary of the Company.

     

    (g)           “Employee”
means an employee (as defined under Section 3401(c) of the Code and the
regulations thereunder) of the Company or of any subsidiary of the Company that
adopts the Plan, including officers.

     

    (h)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time.  References to any provision of the Exchange Act shall be deemed
to include rules thereunder and successor provisions and rules
thereto.


    
      
         


      

      
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    (i)           “Fair
Market Value” means, with respect to Stock, Awards, or other property, the fair
market value of such Stock, Awards, or other property determined by such methods
or procedures as shall be established from time to time by the Committee,
provided, however, that (i) if the Stock is listed on a national securities
exchange or quoted in an interdealer quotation system, the Fair Market Value of
such Stock on a given date shall be based upon the last sales price or, if
unavailable, the average of the closing bid and asked prices per share of the
Stock on such date (or, if there was no trading or quotation in the Stock on
such date, on the next preceding date on which there was trading or quotation)
as reported in The
Wall Street Journal (or other reporting service approved by the
Committee), and (ii) if the Stock is not listed on a national securities
exchange or quoted in an interdealer quotation system, the Fair Market Value of
such Stock on a given date shall be as determined by the Board of Directors in
their sole discretion.

     

    (k)           “Nonemployee
Director” means a member of the Board who is not an Employee; provided, however,
that, as used in Section 2(e) without initial capital letters, the term
“nonemployee director” has the meaning provided in that section.

     

    (l)           “Participant”
means a person who, at a time when eligible under Section 5 hereof, has been
granted an Award under the Plan.

     

    (m)           “Rule
16b-3” means Rule 16b-3, as from time to time in effect and applicable to the
Plan and Participants, promulgated by the Securities and Exchange Commission
under Section 16 of the Exchange Act.

     

    (n)           “Stock”
means the common stock, par value $0.01 per share, of the Company, and such
other securities as may be substituted for Stock or such other securities
pursuant to Section 4 hereof.

     

    3.           Administration.

     

    (a)           Authority of the
Committee.  The Plan shall be administered by the
Committee.  The Committee shall have full and final authority to take
the following actions, in each case subject to and consistent with the
provisions of the Plan and applicable law:

     

    (i)           to
select persons to whom Awards may be granted;

     

    (ii)           to
determine the type or types of Awards to be granted to each such
person;

     

    (iii)           to
determine the number of Awards to be granted, the number of shares of Stock to
which an Award will relate, the terms and conditions of any Award granted under
the Plan (including, but not limited to, any exercise price, grant price or
purchase price, any restriction or condition, any schedule for lapse of
restrictions or conditions relating to transferability or forfeiture,
exercisability or settlement of an Award, and waivers or accelerations thereof,
performance conditions relating to an Award (including performance conditions
relating to Awards not intended to be governed by Section 7(e) and waivers and
modifications thereof), based in each case on such considerations as the
Committee shall determine), and all other matters to be determined in connection
with an Award;

     

    (iv)           to
determine whether, to what extent and under what circumstances an Award may be
settled, or the exercise price of an Award may be paid, in cash, Stock, other
Awards, or other property, or an Award may be cancelled, forfeited, or
surrendered;

     

    
      
         


      

      
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    (v)           to
determine whether, to what extent and under what circumstances cash, Stock,
other Awards or other property payable with respect to an Award will be deferred
either automatically, at the election of the Committee or at the election of the
Participant;

     

    (vi)           to
prescribe the form of each Award Agreement, which need not be identical for each
Participant;

     

    (vii)           to
adopt, amend, suspend, waive and rescind such rules and regulations and appoint
such agents as the Committee may deem necessary or advisable to administer the
Plan;

     

    (viii)                      to
correct any defect or supply any omission or reconcile any inconsistency in the
Plan and to construe and interpret the Plan and any Award, rules and
regulations, Award Agreement or other instrument hereunder; and

     

    (ix)           to
make all other decisions and determinations as may be required under the terms
of the Plan or as the Committee may deem necessary or advisable for the
administration of the Plan.

     

    (b)           Manner of Exercise of
Committee Authority.  Unless authority is specifically reserved
to the Board under the terms of the Plan, the Company’s Certificate of
Incorporation or Bylaws, or applicable law, the Committee shall have sole
discretion in exercising authority under the Plan.  Any action of the
Committee with respect to the Plan shall be final, conclusive and binding on all
persons, including the Company, subsidiaries of the Company, Participants, any
person claiming any rights under the Plan from or through any Participant and
stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action.  If not
specified in the Plan, the time at which the Committee must or may make any
determination shall be determined by the Committee, and any such determination
may thereafter be modified by the Committee (subject to Section
8(e)).  The express grant of any specific power to the Committee, and
the taking of any action by the Committee, shall not be construed as limiting
any power or authority of the Committee.  The Committee may delegate
to officers or managers of the Company or any subsidiary of the Company the
authority, subject to such terms as the Committee shall determine, to perform
administrative functions and, with respect to Participants not subject to
Section 16 of the Exchange Act, to perform such other functions as the Committee
may determine, to the extent permitted under Rule 16b-3, if applicable, and
other applicable law.

     

    (c)           Limitation of
Liability.  Each member of the Committee shall be entitled to,
in good faith, rely or act upon any report or other information furnished to him
by any officer or other Employee of the Company or any subsidiary, the Company’s
independent certified public accountants or any executive compensation
consultant, legal counsel or other professional retained by the Company to
assist in the administration of the Plan.  No member of the Committee,
nor any officer or Employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan, and all members of the Committee
and any officer or Employee of the Company acting on its behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company with
respect to any such action, determination or interpretation.


    
      
         


      

      
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    4.           Stock Subject to
Plan.

     

    (a)           Amount of Stock
Reserved.  The total amount of Stock that may be subject to
outstanding awards, determined immediately after the grant of any Award, shall
not exceed 2,400,000 shares of Stock.  Notwithstanding the foregoing,
the number of shares that may be delivered as Restricted Stock and Deferred
Stock (other than pursuant to an Award granted under Section 7(e)) shall not in
the aggregate exceed 1,200,000; provided, however, that the shares subject to
Restricted Stock or Deferred Stock Awards shall not be deemed delivered if such
Awards are forfeited, expire or otherwise terminate without delivery of shares
to the Participant.  If an Award valued by reference to Stock may be
settled only in cash, the number of shares to which such Award relates shall be
deemed to be Stock subject to such Award for purposes of this Section
4(a).  Any shares of Stock delivered pursuant to an Award may consist,
in whole or in part, of authorized and unissued shares, treasury shares or
shares acquired in the market for a Participant’s account.

     

    (b)           Annual Per-Participant
Limitations.  During any calendar year, no Participant may be
granted Awards that may be settled by delivery of more than 300,000 shares of
Stock, subject to adjustment as provided in Section 4(c).  In
addition, with respect to Awards that may be settled in cash (in whole or in
part), no Participant may be paid during any calendar year cash amounts relating
to such Awards that exceed the greater of the Fair Market Value of the number of
shares of Stock set forth in the preceding sentence at the date of grant or the
date of settlement of Award.  This provision sets forth two separate
limitations, so that Awards that may be settled solely by delivery of Stock will
not operate to reduce the amount of cash-only Awards, and vice versa;
nevertheless, Awards that may be settled in Stock or cash must not exceed either
limitation.

     

    (c)           Adjustments.  In
the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Stock or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase or exchange of Stock or other
securities, liquidation, dissolution, or other similar corporate transaction or
event, affects the Stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Participants under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and kind of shares of Stock reserved and available for
Awards under Section 4(a), including shares reserved Restricted and Deferred
Stock, (ii) the number and kind of shares of Stock specified in the annual
per-participant limitations under Section 4(b), (iii) the number and kind of
shares of outstanding Restricted Stock or other outstanding Award in connection
with which shares have been issued, (iv) the number and kind of shares that may
be issued in respect of other outstanding Awards and (v) the exercise price,
grant price or purchase price relating to any Award or, if deemed appropriate,
the Committee may make provision for a cash payment with respect to any
outstanding Award.  In addition, the Committee is authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence) affecting the Company or any
subsidiary or the financial statements of the Company or any subsidiary, or in
response to changes in applicable laws, regulations, or accounting
principles.  The foregoing notwithstanding, no adjustments shall be
authorized under this Section 4(c) with respect to Options, SARs or other Awards
subject to Section 7(e) to the extent that such authority wold cause such Awards
to fail to qualify as “qualified performance-based compensation” under Section
162(m)(4)(C) of the Code.

     

    5.           Eligibility.  Executive
officers and other Employees of the Company and its subsidiaries, Directors, and
persons who provide consulting, advisory, or other services to the Company
deemed by the Committee to be of substantial value to the Company are eligible
to be granted Awards under the Plan.  In addition, a person who has
been offered employment by the Company or its subsidiaries is eligible to be
granted an Award under the Plan, provided that such Award shall be cancelled if
such person fails to commence such employment, and no payment of value may be
made in connection with such Award until such person has commenced such
employment.


    
      
         


      

      
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    6.           Specific Terms of
Awards.

     

    (a)           General.  Awards
may be granted on the terms and conditions set forth in this Section
6.  In addition, the Committee may impose on any Award or the exercise
thereof such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service of the Participant.  Except as provided in Section 6(f), 6(h),
or 7(a), or to the extent required to comply with requirements of Colorado law
that lawful consideration be paid for Stock, only services may be required as
consideration for the grant (but not the exercise) of any Award.

     

    (b)           Options.  The
Committee is authorized to grant Options on the following terms and conditions
(“Options”):

     

    (i)           Nature of
Options.  Options may be either incentive stock options (within
the meaning of Section 422 of the Code) (“Incentive Options”) or Options that do
not qualify as Incentive Options (“Nonqualified Options”); provided, however,
that an Incentive Option may be granted only to a person who is an Employee on
the date of grant of the Option.

     

    (ii)           Exercise
Price.  The exercise price per share of Stock purchasable under
an Option shall be determined by the Committee; provided, however, that such
exercise price shall be not less than the Fair Market Value of a share of Stock
on the date of grant of such Option; and provided further that, in the case of
an Incentive Option granted to a person who, on the date of grant of the Option,
owns stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Company or of any subsidiary of the Company, the
exercise price per share of Stock purchasable under such Incentive Option shall
be not less than 110 percent of the Fair Market Value of a share of Stock on the
date the Incentive Option is granted.

     

    (iii)           Time and Method of
Exercise.  The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, the methods by which such
exercise price may be paid or deemed to be paid, the form of such payment,
including, without limitation, cash, Stock, other Awards or awards granted under
other Company plans or other property (including notes or other contractual
obligations of Participants to make payment on a deferred basis, such as through
“cashless exercise” arrangements, to the extent permitted by applicable law),
and the methods by which Stock will be delivered or deemed to be delivered to
Participants.  Notwithstanding the foregoing, no Incentive Option
shall be exercisable after the expiration of ten years from the date such
Incentive Option is granted; provided, that, in the case of an Incentive Option
granted to a person who, on the date of grant of the Option, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or of any subsidiary of the Company, the
Incentive Option shall not be exercisable after the expiration of five years
from the date of grant of the Incentive Option.


    
      
         


      

      
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    (iv)           Termination of
Employment.  Unless otherwise determined by the Committee, upon
termination of a Participant’s employment with the Company and its subsidiaries,
such Participant may exercise any Options during the three-month period (or such
other period as may be specified by the Committee in an Award Agreement)
following such termination of employment, but only to the extent such Option was
exercisable immediately prior to such termination of
employment.  Notwithstanding the foregoing, if the Participant’s
employment with the Company is governed by an employment agreement and the
Committee determines that such termination is “for cause” as defined in the
Participant’s employment agreement, all Options held by the Participant shall
terminate as of the termination of employment unless otherwise specified in the
Participant’s Award Agreement.

     

    (v)           Automatic Grants of Options
to Nonemployee Directors.

     

    (A)           (I)           Upon
initial election to the Board, each new Nonemployee Director will receive a
Nonqualified Option to purchase 50,000 shares of Common Stock, and a grant of
50,000 restricted shares of Common Stock.  The Nonqualified option
granted pursuant to this Section 6(v)(A)(I) shall vest on a pro-rata basis in
annually installments over a three year period (but only if such Nonemployee
Director is a Nonemployee Director at the time of vesting)  commencing
on the date of grant (the “Initial Grant”). (II) Each Nonemployee Director will
also receive a Nonqualified Stock Option to purchase 50,000 shares of Common
Stock immediately following each time that such Nonemployee Director is
re-elected as a director of the Company (the “Renewal Option”).  Each
Renewal Option shall vest on a pro rata basis in annual installments over a
three year period (but only if such Nonemployee Director is a director of the
Company at the time of vesting), with vesting commencing on the date of
grant.

     

    (B)           The
purchase price for Stock acquired pursuant to the exercise of an Option granted
pursuant to this subparagraph (v) shall be the Fair Market Value of the Stock on
the date of the grant of the Option.  If a person receiving an Option
under this subparagraph (v) is not reelected to the Board, resigns, or is
removed from the Board for any reason, then any portion of such persons Options
granted under this subparagraph (v) that is not vested at such time shall
terminate.

     

    (C)           The
Committee, in its discretion, may change the terms and conditions of, and the
number of shares of Stock subject to, an Option granted pursuant to this
subparagraph (v) at any time prior to  or on the date such Option is
to be automatically granted hereunder.

     

    (c)           Stock Appreciation
Rights.  The Committee is authorized to grant SARs on the
following terms and conditions (“SARs”):

     

    (i)           Right to
Payment.  An SAR shall confer on the Participant to whom it is
granted a right to receive, upon exercise thereof, the excess of (A) the Fair
Market Value of one share of Stock on the date of exercise (or, if the Committee
shall so determine in the case of any such right, the Fair Market Value of one
share at any time during a specified period before or after the date of
exercise), over (B) the grant price of the SAR as determined by the Committee as
of the date of grant of the SAR, which, except as provided in Section 7(a),
shall be not less than the Fair Market Value of one share of Stock on the date
of grant.

     

    
      
         


      

      
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    (ii)           Other
Terms.  The Committee shall determine the time or times at
which an SAR may be exercised in whole or in part, the method of exercise,
method of settlement, form of consideration payable in settlement, method by
which Stock will be delivered or deemed to be delivered to Participants, whether
or not an SAR shall be in tandem with any other Award, and any other terms and
conditions of any SAR.  Limited SARs that may be exercised only upon
the occurrence of a change in control of the Company (as defined in the
applicable Award Agreement) may be granted on such terms, not inconsistent with
this Section 6(c), as the Committee may determine.  Limited SARs may
be either freestanding or in tandem with other Awards.

     

    (d)           Restricted
Stock.  The Committee is authorized to grant Restricted Stock
on the following terms and conditions (“Restricted Stock”):

     

    (i)           Grant and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability and other restrictions, if any, as the Committee
may impose, which restrictions may lapse separately or in combination at such
times, under such circumstances, in such installments, or otherwise, as the
Committee may determine.  Except to the extent restricted under the
terms of the Plan and any Award Agreement relating to the Restricted Stock, a
Participant granted Restricted Stock shall have all of the rights of a
stockholder including, without limitations, the right to vote Restricted Stock
and the right to receive dividends thereon.

     

    (ii)           Forfeiture.  Except
as otherwise determined by the Committee, upon termination of employment or
service (as determined under criteria established by the Committee) during the
applicable restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited and reacquired by the Company; provided,
however, that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in
part in the event of termination resulting from specified causes.

     

    (iii)           Certificates for
Stock.  Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine.  If
certificates representing Restricted Stock are registered in the name of the
Participant, such certificates shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, the
Company may retain physical possession of the certificate, and the Committee may
require the Participant to deliver a stock power to the Company, endorsed in
blank, relating to the Restricted Stock.

     

    (iv)           Dividends.  Dividends
paid on Restricted Stock shall be paid at the dividend payment dates in cash or
in the shares of unrestricted Stock having a Fair Market Value equal to the
amount of such dividends, or the payment of such dividends shall be deferred
and/or the amount or value thereof automatically reinvested in additional
Restricted Stock, other Awards, or other investment vehicles, as the Committee
shall determine or permit the Participant to elect.  Stock distributed
in connection with a Stock split or Stock dividend, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Stock with respect to which such
Stock or other property has been distributed, unless otherwise determined by the
Committee.

     

    (e)           Deferred
Stock.  The Committee is authorized to grant Deferred Stock
subject to the following terms and conditions (“Deferred
Stock”):


    
      
         


      

      
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    (i)           Award and
Restrictions.  Delivery of Stock will occur upon expiration of
the deferral period specified for an Award of Deferred Stock by the Committee
(or, if permitted by the Committee, as elected by the
Participant).  In addition, Deferred Stock shall be subject to such
restrictions as the Committee may impose, if any, which restrictions may lapse
at the expiration of the deferral period or at earlier specified times,
separately or in combination, in installments or otherwise, as the Committee may
determine.

     

    (ii)           Forfeiture.  Except
as otherwise determined by the Committee, upon termination of employment or
service (as determined under criteria established by the Committee) during the
applicable deferral period or portion thereof to which forfeiture conditions
apply (as provided in the Award Agreement evidencing the Deferred Stock), all
Deferred Stock that is at that time subject to such forfeiture conditions shall
be forfeited; provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Deferred Stock will be
waived in whole or in part in the event of termination resulting from specified
causes.

     

    (f)           Bonus Stock and Awards in
Lieu of Cash Obligations.  The Committee is authorized to grant
Stock as a bonus, or to grant Stock or other Awards in lieu of Company
obligations to pay cash under other plans or compensatory
arrangements.  Stock or Awards granted hereunder shall be subject to
such other terms as shall be determined by the Committee.

     

    (g)           Dividend
Equivalents.  The Committee is authorized to grant dividend
equivalents entitling the Participant to receive cash, Stock, other Awards or
other property equal in value to dividends paid with respect to a specified
number of shares of Stock (“Dividend Equivalents”).  Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award.  The Committee may provide that Dividend Equivalents
shall be paid or distributed when accrued or shall be deemed to have been
reinvested in additional Stock, Awards or other investment vehicles, and subject
to such restrictions on transferability and risks of forfeiture, as the
Committee may specify.

     

    (h)           Other Stock-Based
Awards.  The Committee is authorized, subject to limitations
under applicable law, to grant such other Awards (“Other Stock-Based Awards”)
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Stock or factors that may influence
the value of Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of
the Company or any other factors designated by the Committee and Awards valued
by reference to the book value of Stock or the value of securities of or the
performance of specified subsidiaries.  The Committee shall determine
the terms and conditions of such Awards.  Stock issued pursuant to an
Award in the nature of a purchase right granted under this Section 6(h) shall be
purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, cash, Stock, other Awards, or
other property, as the Committee shall determine.  Cash awards, as an
element of or supplement to any other Award under the Plan, may be granted
pursuant to this Section 6(h).

     

    7.           Certain Provisions
Applicable to Awards.


    
      
         


      

      
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    (a)           Stand-Alone, Additional,
Tandem, and Substitute Awards.  Awards granted under the Plan
may, in the discretion of the Committee, be granted either alone or in addition
to, in tandem with or in substitution for any other Award granted under the Plan
or any award granted under any other plan of the Company, any subsidiary or any
business entity to be acquired by the Company or a subsidiary, or any other
right of a Participant to receive payment from the Company or any
subsidiary.  Awards granted in addition to or in tandem with other
Awards or awards may be granted either as of the same time as or a different
time from the grant of such other Awards or awards.

     

    (b)           Term of
Awards.  The term of each Award shall be for such period as may
be determined by the Committee.

     

    (c)           Form of Payment Under
Awards.  Subject to the terms of the Plan and any applicable
Award Agreement, payments to be made by the Company or a subsidiary upon the
grant, exercise or settlement of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash, Stock, other
Awards or other property, and may be in a single payment or transfer, in
installments or on a deferred basis.  Such payments may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Stock.

     

    (d)           Loan
Provisions.  With the consent of the Committee, and subject at
all times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee or arrange for a loan
or loans to a Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a Participant of
any or all federal, state or local income or other taxes due in connection with
any Award.  Subject to such limitations, the Committee shall have full
authority to decide whether to make a loan or loans hereunder and to determine
the amount, terms and provisions of any such loan or loans, including the
interest rate to be charged in respect of any such loan or loans, whether the
loan or loans are to be with or without recourse against the borrower, the terms
on which the loan is to be repaid and conditions, if any, under which the loan
or loans may be forgiven.

     

    (e)           Performance-Based
Awards.  The Committee may, in its discretion, designate any
Award the exercisability or settlement of which is subject to the achievement of
performance conditions as a performance-based Award subject to this Section
7(e), in order to qualify such Award as “qualified performance-based
compensation” within the meaning of Code Section 162(m) and regulations
thereunder.  The performance objectives of an Award subject to this
Section 7(e) shall consist of one or more business criteria and a targeted level
or levels of performance with respect to such criteria, as specified by the
Committee subject to this Section 7(e).  Performance objectives shall
be objective, shall be stated in writing not later than ninety (90) days after
the beginning of the period of service to which they relate, and shall otherwise
meet the requirements of Section 162(m)(4)(C) (or successor provisions) of the
Code and the regulations thereunder.  Business criteria used by the
Committee in establishing performance objectives for Awards subject to this
Section 7(e) shall be selected exclusively from among the
following:

     

    
      	
               
      

            	
              (1)

            	
              Annual
      return on capital;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Annual
      earnings per share;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Annual
      cash flow provided by operations;

            


    

     

    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (4)

            	
              Changes
      in annual revenues; and/or

            


    

     

    
      	
               
      

            	
              (5)

            	
              Strategic
      business criteria, consisting of one or more objectives based on meeting
      specified revenue, market penetration, geographic business expansion
      goals, cost targets, and goals relating to acquisitions or
      divestitures.

            


    

     

    The
levels of performance required with respect to such business criteria may be
expressed in absolute or relative levels.  Achievement of performance
objectives with respect to such Awards shall be measured over a period of not
less than one year nor more than five years, as the Committee may
specify.  Performance objectives may differ for such Awards to
different Participants.  The Committee shall specify the weight to be
given to each performance objective for purposes of determining the final amount
payable with respect to any such Award.  The Committee may, in its
discretion, reduce the amount of a payout otherwise to be made in connection
with an Award subject to this Section 7(e), but may not exercise discretion to
increase such amount, and the Committee may consider other performance criteria
in exercising such discretion.  All determinations by the Committee as
to the achievement of performance objectives shall be in writing.  The
Committee may not delegate any responsibility with respect to an Award subject
to this Section 7(e).

     

    (f)           Acceleration.  The
Committee may accelerate the exercisability or vesting of any Award in whole or
in part at any time and may provide for the acceleration of any Award in whole
or in part upon the occurrence of certain events as may be set forth in one or
more  Award Agreements.

     

    8.           General
Provisions.

     

    (a)           Compliance With Laws and
Obligations.  The Company shall not be obligated to issue or
deliver Stock in connection with any Award or take any other action under the
Plan in a transaction subject to the restriction requirements of the Securities
Act of 1933, as amended, or any other federal or state securities law, any
requirement under any listing agreement between the Company and any national
securities exchange or automated quotation system or any other law, regulation
or contractual obligation of the Company until the Company is satisfied that
such laws, regulations, and other obligations of the Company have been complied
with in full.  Certificates representing shares of Stock issued under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be applicable under such laws, regulations and other obligations of the
Company, including any requirement that a legend or legends be placed
thereon.

     

    (b)           Limitations on
Transferability.  Awards and other rights under the Plan,
including any Award or right which constitutes a derivative security as
generally defined in Rule 16a-1(c) under the Exchange Act, will not be
transferable by a Participant except by will or the laws of descent and
distribution or to a Beneficiary in the event of the Participant’s death, and,
if exercisable, shall be exercisable during the lifetime of a Participant only
by such Participant or his guardian or legal representative; provided, however,
that such Awards and other rights may be transferred to one or more transferees
during the lifetime of the Participant, and may be exercised by such transferees
in accordance with the terms of such Award, but only if and to the extent then
permitted under Rule 16b-3, consistent with the registration of the offer and
sale of Stock on Form S-8 or Form S-3 or a successor registration form of the
Securities and Exchange Commission, and permitted by the
Committee.  Awards and other rights under the Plan may not be pledged,
mortgaged, hypothecated or otherwise encumbered, and shall not be subject to the
claims of creditors.

     

    (c)           No Right to Continued
Employment or Service.  Neither the Plan nor any action taken
hereunder shall be construed as giving any Employee or other person the right to
be retained in the employ or service of the Company or any of its subsidiaries,
nor shall it interfere in any way with the right of the Company or any of its
subsidiaries to terminate any Employee’s employment or other person’s service at
any time.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    (d)           Taxes.  The
Company and any subsidiary is authorized to withhold from any Award granted or
to be settled, any delivery of Stock in connection with an Award, any other
payment relating to an Award or any payroll or other payment to a Participant
amounts of withholding and other taxes due or potentially payable in connection
with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Award.  This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in respect
thereof in satisfaction of a Participant’s tax obligations.

     

    (e)           Changes to the Plan and
Awards.  The Board may amend, alter, suspend, discontinue or
terminate the Plan or the Committee’s authority to grant Awards under the Plan
without the consent of stockholders or Participants, except that any such action
shall be subject to the approval of the Company’s stockholders at or before the
next annual meeting of stockholders for which the record date is after such
Board action if such stockholder approval is required by any federal or state
law or regulation or the rules of any stock exchange or automated quotation
system on which the Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to submit other such changes to the Plan
to Stockholders for approval; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under any Award theretofore granted to him.  The Committee
may waive any conditions or rights under, or amend, alter, suspend, discontinue,
or terminate, any Award theretofore granted and any Award Agreement relating
thereto; provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of such Participant
under such Award.

     

    (f)           No Rights to Awards: No
Stockholder Rights.  No Participant or Employee shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity or treatment of Participants and Employees.  No Award shall
confer on any Participant any of the rights of a stockholder of the Company
unless and until Stock is duly issued or transferred and delivered to the
Participants in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

     

    (g)           Unfunded Status of Awards:
Creation of Trusts.  The Plan is intended to constitute an
“unfunded” plan for incentive and deferred compensation.  With respect
to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant any rights
that are greater than those of a general creditor of the Company; provided,
however, that the Committee may authorize the creation of trusts or make other
arrangements to meet the Company’s obligations under the Plan to deliver cash,
Stock, other Awards, or other property pursuant to any Award, which trusts or
other arrangements shall be consistent with the “unfunded” status of the Plan
unless the Committee otherwise determines with the consent of each affected
Participant.

     

    (h)           Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the Board nor its
submission to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other
compensatory arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific
cases.

     

    (i)           No Fractional
Shares.  No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Award.  The Committee shall
determine whether cash, other Awards, or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    (j)           Compliance with Code Section
162(m).  It is the intent of the Company that Options, SARs and
other Awards designated as Awards subject to Section 7(e) shall constitute
“qualified performance-based compensation” within the meaning of the Code
Section 162(m).  Accordingly, if any provision of the Plan or any
Award Agreement relating to such an Award does not comply or is inconsistent
with the requirements of Code Section 162(m), such provision shall be construed
or deemed amended to the extent necessary to conform to such requirements, and
no provision shall be deemed to confer upon the Committee or any other person
discretion to increase the amount of compensation otherwise payable in
connection with any such Award upon attainment of the performance
objectives.

     

    (k)           Governing
Law.  The validity, construction and effect of the Plan, any
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Colorado, without giving
effect to principles of conflicts of laws, and applicable federal
law.

     

    (l)           Effective Date: Plan
Termination.  The Plan shall become effective as of August 17,
2004, and shall continue in effect until the earlier of (i) such time as the
Plan is terminated by the Board or (ii) August 17, 2014.  This Plan,
and any Award granted hereunder prior to shareholder approval of the Plan, is
subject to approval by a majority of the shareholders of the
Company.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    AMENDMENT
No. 1

    TO

    BOUNDLESS
MOTOR SPORTS RACING, INC.

    2004
LONG TERM INCENTIVE PLAN

    


    


        This
Amendment No. 1 to Boundless Motor Sports Racing, Inc. 2004 Long Term Incentive
Plan (this "Amendment"), made as of September 29, 2004 (the "Effective Date"),
amends that certain Boundless Motor Sports Racing, Inc. 2004 Long Term Incentive
Plan (the “Plan”), as set forth herein.

    


    1.  As of the
Effective Date, the first sentence of Section 4(a) of the Plan is hereby amended
in its entirety to read as follows:

    


    (a)           Amount of Stock
Reserved.  The total amount of Stock that may be subject to
outstanding awards, determined immediately after the grant of any Award, shall
not exceed 3,500,000 shares of Stock.

    


    2.     Except
as set forth in this Amendment, all other terms and conditions of the Agreement
remain in full force and effect.

     

    
      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      


      AMENDMENT
No. 2

      TO

      BOUNDLESS
MOTOR SPORTS RACING, INC.

      2004
LONG TERM INCENTIVE PLAN

      


      


          This
Amendment No. 2 to Boundless Motor Sports Racing, Inc. 2004 Long Term Incentive
Plan (this "Amendment"), made as of June 7, 2005 (the "Effective Date"), amends
that certain Boundless Motor Sports Racing, Inc. 2004 Long Term Incentive Plan
(the “Plan”), as set forth herein.

       

      1.  As of the
Effective Date, the first sentence of Section 6(b)(v)(A) of the Plan is hereby
amended in its entirety to read as follows:

       

      (A)           (I)           Upon
initial election to the Board, each new Nonemployee Director will receive a
Nonqualified Option to purchase 75,000 shares of Common Stock.  The
Nonqualified option granted pursuant to this Section 6(v)(A)(I) shall vest on a
pro-rata basis in annually installments over a three year period (but only if
such Nonemployee Director is a Nonemployee Director at the time of
vesting)  commencing on the date of grant (the “Initial Grant”). (II)
Each Nonemployee Director will also receive a Nonqualified Stock Option to
purchase 75,000 shares of Common Stock immediately following each time that such
Nonemployee Director is re-elected as a director of the Company (the “Renewal
Option”).  Each Renewal Option shall vest on a pro rata basis in
annual installments over a three year period (but only if such Nonemployee
Director is a director of the Company at the time of vesting), with vesting
commencing on the date of grant.

       

      2.      Except
as set forth in this Amendment, all other terms and conditions of the Agreement
remain in full force and effect.