<PAGE>

                                                                     EXHIBIT 4.3

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR BOUNDLESS MOTOR SPORTS RACING, INC. SHALL
HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BOUNDLESS MOTOR
SPORTS RACING, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED.

                          SERIES B WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                       BOUNDLESS MOTOR SPORTS RACING, INC.

                            Expires February 25, 2012

No.: W-B-05-__                                     Number of Shares: ___________
Date of Issuance: February 25, 2005

      FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Boundless Motor Sports Racing, Inc., a Colorado corporation
(together with its successors and assigns, the "Issuer"), hereby certifies that
_______________________________ or its registered assigns is entitled to
subscribe for and purchase, during the Term (as hereinafter defined), up to
____________________________________ (_____________) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

      1. Term. The term of this Warrant shall commence on February 25, 2005 and
shall expire at 5:00 p.m., eastern time, on February 25, 2012 (such period being
the "Term").

      2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

      (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.

<PAGE>

      (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act
providing for the resale of the Warrant Stock is not then in effect, or (iii) by
a combination of the foregoing methods of payment selected by the Holder of this
Warrant.

      (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Original Issue Date, if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect, in lieu of exercising this Warrant by
payment of cash, the Holder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

           X = Y - (A)(Y)
                   ------
                      B

Where      X = the number of shares of Common Stock to be issued to the Holder.

           Y = the number of shares of Common Stock purchasable upon exercise
               of all of the Warrant or, if only a portion of the Warrant is
               being exercised, the portion of the Warrant being exercised.

           A = the Warrant Price.

           B = the Per Share Market Value of one share of Common Stock.

      (d) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise or, at the request of the Holder (provided that a registration
statement under the Securities Act providing for the resale of the Warrant Stock
is then in effect and the Holder complies with all applicable securities laws in
connection with the sale, including, without limitation, the prospectus delivery
requirements), issued and delivered to the Depository Trust Company ("DTC")
account on the Holder's behalf via the Deposit Withdrawal Agent Commission
System ("DWAC") within a reasonable time, not exceeding three (3) Trading Days
after such exercise, and the Holder hereof shall be deemed for all purposes to
be the holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant

                                        2

<PAGE>

has expired, a new Warrant representing the number of shares of Warrant Stock,
if any, with respect to which this Warrant shall not then have been exercised
(less any amount thereof which shall have been canceled in payment or partial
payment of the Warrant Price as hereinabove provided) shall also be issued to
the Holder hereof at the Issuer's expense within a reasonable time, not
exceeding seven (7) Trading Days after such exercise.

      (e) Transferability of Warrant. Subject to Section 2(g), this Warrant may
be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph and subject to the provisions of subsection (g) of
this Section 2, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants for the purchase of the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.

      (f) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

      (g) Compliance with Securities Laws.

            (i) The Holder of this Warrant, by acceptance hereof, acknowledges
      that this Warrant or the shares of Warrant Stock to be issued upon
      exercise hereof are being acquired solely for the Holder's own account and
      not as a nominee for any other party, and for investment, and that the
      Holder will not offer, sell or otherwise dispose of this Warrant or any
      shares of Warrant Stock to be issued upon exercise hereof except pursuant
      to an effective registration statement, or an exemption from registration,
      under the Securities Act and any applicable state securities laws.

            (ii) Except as provided in paragraph (iii) below, this Warrant and
      all certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted with a legend in substantially the
      following form:

            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY
            NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS

                                       3

<PAGE>

            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
            SECURITIES LAWS OR BOUNDLESS MOTOR SPORTS RACING, INC. SHALL HAVE
            RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BOUNDLESS
            MOTOR SPORTS RACING, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER
            THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
            SECURITIES LAWS IS NOT REQUIRED.

            (iii) The Issuer agrees to reissue this Warrant or certificates
      representing any of the Warrant Stock, without the legend set forth above
      if at such time, prior to making any transfer of any such securities, the
      Holder shall give written notice to the Issuer describing the manner and
      terms of such transfer and removal as the Issuer may reasonably request.
      Such proposed transfer and removal will not be effected until: (a) either
      (i) the Issuer has received an opinion of counsel reasonably satisfactory
      to the Issuer, to the effect that the registration of such securities
      under the Securities Act is not required in connection with such proposed
      transfer, (ii) a registration statement under the Securities Act covering
      such proposed disposition has been filed by the Issuer with the Securities
      and Exchange Commission and has become effective under the Securities Act
      and the holder has complied with any prospectus delivery requirements,
      (iii) the Issuer has received other evidence reasonably satisfactory to
      the Issuer that such registration and qualification under the Securities
      Act and state securities laws are not required, or (iv) the Holder
      provides the Issuer with reasonable assurances that such security can be
      sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
      Issuer has received an opinion of counsel reasonably satisfactory to the
      Issuer, to the effect that registration or qualification under the
      securities or "blue sky" laws of any state is not required in connection
      with such proposed disposition, or (ii) compliance with applicable state
      securities or "blue sky" laws has been effected or a valid exemption
      exists with respect thereto. The Issuer will respond to any such notice
      from a holder within five (5) business days. In the case of any proposed
      transfer under this Section 2(g), the Issuer will use reasonable efforts
      to comply with any such applicable state securities or "blue sky" laws,
      but shall in no event be required, (x) to qualify to do business in any
      state where it is not then qualified, or (y) to take any action that would
      subject it to tax or to the general service of process in any state where
      it is not then subject. The restrictions on transfer contained in this
      Section 2(g) shall be in addition to, and not by way of limitation of, any
      other restrictions on transfer contained in any other section of this
      Warrant. Whenever a certificate representing the Warrant Stock is required
      to be issued to a the Holder without a legend, in lieu of delivering
      physical certificates representing the Warrant Stock (provided that a
      registration statement under the Securities Act providing for the resale
      of the Warrant Stock is then in effect and the Holder complies with all
      applicable securities laws in connection with the sale, including, without
      limitation, the prospectus delivery requirements), the Issuer shall cause
      its transfer agent to electronically transmit the Warrant Stock to the
      Holder by crediting the account of the Holder's Prime Broker with DTC
      through its DWAC system (to the extent not inconsistent with any
      provisions of this Warrant or the Purchase Agreement).

                                       4

<PAGE>

      (h) In no event may the Holder exercise this Warrant in whole or in part
unless the Holder is an "accredited investor" as defined in Regulation D under
the Securities Act.

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
non-assessable and free from all taxes, liens and charges created by or through
the Issuer. The Issuer further covenants and agrees that during the period
within which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issue upon exercise of this
Warrant a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its reasonable best efforts as expeditiously as possible at its
expense to cause such shares to be duly registered or qualified. If the Issuer
shall list any shares of Common Stock on any securities exchange or market it
will, at its expense, list thereon, maintain and increase when necessary such
listing, of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided hereunder (provided that such Warrant
Stock has been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

      (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect
the rights of the Holder hereof against dilution (to the extent specifically
provided herein) or impairment. Without limiting the generality of the
foregoing, the Issuer will (i) not permit the par value, if any, of its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or modify any
provision of the Articles of Incorporation or by-laws of the Issuer in any
manner that would adversely affect the rights of the Holders of the Warrants in
their capacity as Holders of the Warrants, (iii) take all such action as may be
reasonably necessary in order that the Issuer may validly and legally issue
fully paid and nonassessable shares of Common Stock, free and clear of any
liens, claims, encumbrances and restrictions (other than as provided herein)
upon the exercise of this Warrant, and (iv) use its reasonable best efforts to
obtain all such authorizations,

                                       5

<PAGE>

exemptions or consents from any public regulatory body having jurisdiction
thereof as may be reasonably necessary to enable the Issuer to perform its
obligations under this Warrant.

      (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      4. Adjustment of Warrant Price. The price at which shares of Warrant Stock
may be purchased upon exercise of this Warrant shall be subject to adjustment
from time to time as set forth in this Section 4. The Issuer shall give the
Holder notice of any event described below which requires an adjustment pursuant
to this Section 4 in accordance with Section 5.

      (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering Event"): (a) consolidate or merge with
      or into another corporation where the holders of outstanding Voting Stock
      prior to such merger or consolidation do not own over 50% of the
      outstanding Voting Stock of the merged or consolidated entity immediately
      after such merger or consolidation, or (b) sell all or substantially all
      of its properties or assets to any other Person, or (c) change the Common
      Stock to the same or different number of shares of any class or classes of
      stock, whether by reclassification, exchange, substitution or otherwise
      (other than by way of a stock split or combination of shares or stock
      dividends or distributions provided for in Section 4(b) or Section 4(c)),
      or (d) effect a capital reorganization (other than by way of a stock split
      or combination of shares or stock dividends or distributions provided for
      in Section 4(b) or Section 4(c)), then, and in the case of each such
      Triggering Event, proper provision shall be made so that, upon the basis
      and the terms and in the manner provided in this Warrant, the Holder of
      this Warrant shall be entitled upon the exercise hereof at any time after
      the consummation of such Triggering Event, to the extent this Warrant is
      not exercised prior to such Triggering Event, to receive at the Warrant
      Price in effect at the time immediately prior to the consummation of such
      Triggering Event in lieu of the Common Stock issuable upon such exercise
      of this Warrant prior to such Triggering Event, the securities, cash and
      property to which such Holder would have been entitled upon the
      consummation of such Triggering Event if such Holder had exercised the
      rights represented by this Warrant immediately prior thereto, subject to
      adjustments (subsequent to such corporate action) as nearly equivalent as
      possible to the adjustments provided for elsewhere in this Section 4.

            (ii) Notwithstanding anything contained in this Warrant to the
      contrary, a Triggering Event shall not be deemed to have occurred if,
      prior to the consummation thereof, each Person (other than the Issuer)
      which may be required to deliver any securities, cash or property upon the
      exercise of this Warrant as provided herein shall assume, by written
      instrument delivered to, and reasonably satisfactory to, the Holder of

                                       6

<PAGE>

      this Warrant, (A) the obligations of the Issuer under this Warrant (and if
      the Issuer shall survive the consummation of such Triggering Event, such
      assumption shall be in addition to, and shall not release the Issuer from,
      any continuing obligations of the Issuer under this Warrant) and (B) the
      obligation to deliver to such Holder such shares of securities, cash or
      property as, in accordance with the foregoing provisions of this
      subsection (a), such Holder shall be entitled to receive, and such Person
      shall have similarly delivered to such Holder a written acknowledgement
      executed by the President or Chief Financial Officer of the Company,
      stating that this Warrant shall thereafter continue in full force and
      effect and the terms hereof (including, without limitation, all of the
      provisions of this subsection (a)) shall be applicable to the securities,
      cash or property which such Person may be required to deliver upon any
      exercise of this Warrant or the exercise of any rights pursuant hereto.

      (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

            (i) make or issue or set a record date for the holders of its Common
      Stock for the purpose of entitling them to receive a dividend payable in,
      or other distribution of, shares of Common Stock,

            (ii) subdivide its outstanding shares of Common Stock into a larger
      number of shares of Common Stock, or

            (iii) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

Notwithstanding the foregoing, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Warrant Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

      (c) Certain Other Distributions. If at any time the Issuer shall make or
issue or set a record date for the determination of the holders of its Common
Stock for the purpose of entitling them to receive any dividend or other
distribution of:

            (i) cash (other than a cash dividend payable out of earnings or
      earned surplus legally available for the payment of dividends under the
      laws of the jurisdiction

                                       7

<PAGE>

      of incorporation of the Issuer),

            (ii) any evidences of its indebtedness, any shares of stock of any
      class or any other securities or property of any nature whatsoever (other
      than cash, Common Stock Equivalents or Additional Shares of Common Stock),
      or

            (iii) any warrants or other rights to subscribe for or purchase any
      evidences of its indebtedness, any shares of stock of any class or any
      other securities or property of any nature whatsoever (other than cash,
      Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the Common
Stock (other than a change in par value, or from par value to no par value or
from no par value to par value) into shares of Common Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its Common Stock of such shares of such other class of stock within the
meaning of this Section 4(c) and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).

Notwithstanding the foregoing, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Warrant Price shall be adjusted pursuant to this
Section 4(c) as of the time of actual payment of such dividends or
distributions.

      (d) Issuance of Additional Shares of Common Stock.

            (i) In the event the Issuer shall at any time following the Original
Issue Date issue any Additional Shares of Common Stock (otherwise than as
provided in the foregoing subsections (a) through (c) of this Section 4), at a
price per share less than the Warrant Price then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to that price determined by multiplying the Warrant Price then in effect by a
fraction:

                                       8

<PAGE>

                  (A) the numerator of which shall be equal to the sum of (x)
            the number of shares of Outstanding Common Stock immediately prior
            to the issuance of such Additional Shares of Common Stock plus (y)
            the number of shares of Common Stock (rounded to the nearest whole
            share) which the aggregate consideration for the total number of
            such Additional Shares of Common Stock so issued would purchase at a
            price per share equal to the Warrant Price then in effect, and

                  (B) the denominator of which shall be equal to the number of
            shares of Outstanding Common Stock immediately after the issuance of
            such Additional Shares of Common Stock.

            (ii) No adjustment of the number of shares of Common Stock for which
this Warrant shall be exercisable shall be made under paragraph (i) of Section
4(d) upon the issuance of any Additional Shares of Common Stock which are issued
pursuant to the exercise of any Common Stock Equivalents, if any such adjustment
shall previously have been made upon the issuance of such Common Stock
Equivalents (or upon the issuance of any warrant or other rights therefor)
pursuant to Section 4(e).

      (e) Issuance of Common Stock Equivalents. If at any time the Issuer shall
issue or sell any Common Stock Equivalents, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the aggregate
price per share for which Common Stock is issuable upon such conversion or
exchange plus the consideration received by the Issuer for issuance of such
Common Stock Equivalent divided by the number of shares of Common Stock issuable
pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share
Price") shall be less than the Warrant Price then in effect, or if, after any
such issuance of Common Stock Equivalents, the price per share for which
Additional Shares of Common Stock may be issuable thereafter is amended or
adjusted, and such price as so amended shall make the Aggregate Per Common Share
Price be less than the Warrant Price in effect at the time of such amendment or
adjustment, then the Warrant Price upon each such issuance or amendment shall be
adjusted as provided in Section 4(d). No further adjustment of the Warrant Price
then in effect shall be made under this Section 4(e) upon the issuance of any
Common Stock Equivalents which are issued pursuant to the exercise of any
warrants or other subscription or purchase rights therefor, if any such
adjustment shall previously have been made upon the issuance of such warrants or
other rights pursuant to this Section 4(e). No further adjustments of the
Warrant Price then in effect shall be made upon the actual issue of such Common
Stock upon conversion or exchange of such Common Stock Equivalents.

      (f) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(e) as
the result of any issuance of Common Stock Equivalents, and (i) such Common
Stock Equivalents, or the right of conversion or exchange in such Common Stock
Equivalents, shall expire, and all or a portion of such or the right of
conversion or exchange with respect to all or a portion of such Common Stock
Equivalents, as the case may be, shall not have been exercised, or (ii) the
consideration per share for which shares of Common Stock are issuable pursuant
to such Common Stock Equivalents shall be increased, then such previous
adjustment shall be rescinded and annulled and the

                                       9

<PAGE>

Additional Shares of Common Stock which were deemed to have been issued by
virtue of the computation made in connection with the adjustment so rescinded
and annulled shall no longer be deemed to have been issued by virtue of such
computation. Upon the occurrence of an event set forth in this Section 4(g)
above, there shall be a recomputation made of the effect of such Common Stock
Equivalents on the basis of: (i) treating the number of Additional Shares of
Common Stock theretofore actually issued or issuable pursuant to the previous
exercise of Common Stock Equivalents or any such right of conversion or
exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and (ii)
treating any such Common Stock Equivalents which then remain outstanding as
having been granted or issued immediately after the time of such increase of the
consideration per share for which Additional Shares of Common Stock are issuable
under such Common Stock Equivalents; whereupon a new adjustment of the number of
shares of Common Stock for which this Warrant is exercisable and the Warrant
Price then in effect shall be made, which new adjustment shall supersede the
previous adjustment so rescinded and annulled.

      (h) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate consideration for the
total number of such shares of Common Stock so purchased, redeemed or acquired
would purchase at the Per Share Market Value; and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase, redemption or acquisition. For the purposes of this subsection (h),
the date as of which the Per Share Market Price shall be computed shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the
purposes of this subsection (h), a purchase, redemption or acquisition of a
Common Stock Equivalent shall be deemed to be a purchase of the underlying
Common Stock, and the computation herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not
such Common Stock Equivalent is actually exercisable, convertible or
exchangeable on such date.

      (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

            (i) Computation of Consideration. To the extent that any Additional
Shares of Common Stock or any Common Stock Equivalents (or any warrants or other
rights therefor) shall be issued for cash consideration, the consideration
received by the Issuer therefor shall be the amount of the cash received by the
Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription price,
or, if such Additional Shares of Common Stock or Common Stock Equivalents are
sold to

                                       10

<PAGE>

underwriters or dealers for public offering without a subscription offering, the
initial public offering price (in any such case subtracting any amounts paid or
receivable for accrued interest or accrued dividends and without taking into
account any compensation, discounts or expenses paid or incurred by the Issuer
for and in the underwriting of, or otherwise in connection with, the issuance
thereof). In connection with any merger or consolidation in which the Issuer is
the surviving corporation (other than any consolidation or merger in which the
previously outstanding shares of Common Stock of the Issuer shall be changed to
or exchanged for the stock or other securities of another corporation), the
amount of consideration therefore shall be, deemed to be the fair value, as
determined reasonably and in good faith by the Board, of such portion of the
assets and business of the nonsurviving corporation as the Board may determine
to be attributable to such shares of Common Stock or Common Stock Equivalents,
as the case may be. The consideration for any Additional Shares of Common Stock
issuable pursuant to any warrants or other rights to subscribe for or purchase
the same shall be the consideration received by the Issuer for issuing such
warrants or other rights plus the additional consideration payable to the Issuer
upon exercise of such warrants or other rights. The consideration for any
Additional Shares of Common Stock issuable pursuant to the terms of any Common
Stock Equivalents shall be the consideration received by the Issuer for issuing
warrants or other rights to subscribe for or purchase such Common Stock
Equivalents, plus the consideration paid or payable to the Issuer in respect of
the subscription for or purchase of such Common Stock Equivalents, plus the
additional consideration, if any, payable to the Issuer upon the exercise of the
right of conversion or exchange in such Common Stock Equivalents. In the event
of any consolidation or merger of the Issuer in which the Issuer is not the
surviving corporation or in which the previously outstanding shares of Common
Stock of the Issuer shall be changed into or exchanged for the stock or other
securities of another corporation, or in the event of any sale of all or
substantially all of the assets of the Issuer for stock or other securities of
any corporation, the Issuer shall be deemed to have issued a number of shares of
its Common Stock for stock or securities or other property of the other
corporation computed on the basis of the actual exchange ratio on which the
transaction was predicated, and for a consideration equal to the fair market
value on the date of such transaction of all such stock or securities or other
property of the other corporation. In the event any consideration received by
the Issuer for any securities consists of property other than cash, the fair
market value thereof at the time of issuance or as otherwise applicable shall be
as determined in good faith by the Board. In the event Common Stock is issued
with other shares or securities or other assets of the Issuer for consideration
which covers both, the consideration computed as provided in this Section
4(i)(i) shall be allocated among such securities and assets as determined in
good faith by the Board.

            (ii) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not
beyond the date of exercise if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than one percent (1%) of
the shares of Common Stock for which this Warrant is exercisable immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result

                                       11

<PAGE>

in a minimum adjustment or on the date of exercise. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

            (iii) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

            (iv) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

      (j) Form of Warrant after Adjustments. The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (k) Escrow of Warrant Stock. If after any property becomes distributable
pursuant to this Section 4 by reason of the taking of any record of the holders
of Common Stock, but prior to the occurrence of the event for which such record
is taken, and the Holder exercises this Warrant, any shares of Common Stock
issuable upon exercise by reason of such adjustment shall be deemed the last
shares of Common Stock for which this Warrant is exercised (notwithstanding any
other provision to the contrary herein) and such shares or other property shall
be held in escrow for the Holder by the Issuer to be issued to the Holder upon
and to the extent that the event actually takes place, upon payment of the
current Warrant Price. Notwithstanding any other provision to the contrary
herein, if the event for which such record was taken fails to occur or is
rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

      5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to the Issuer's
independent, outside accountant. The Issuer shall use its best efforts to cause
the accountant to perform the calculations and notify the Issuer and the Holder
of the results no later than five (5) business days from the time it receives
the disputed calculation. Such accountant's calculation shall be binding upon
all parties absent manifest error. The reasonable expenses of such accountant in
making such determination shall be paid by the Issuer, in the event the Holder's

                                       12

<PAGE>

calculation was correct, or by the Holder, in the event the Issuer's calculation
was correct, or equally by the Issuer and the Holder in the event that neither
the Issuer's or the Holder's calculation was correct.

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would cause the number of shares of Common
Stock owned by the Holder at such time to exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of all of the Common Stock outstanding at such
time; provided, however, that upon the Holder of this Warrant providing the
Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

            (b) Notwithstanding anything to the contrary set forth in this
Warrant, at no time may a Holder of this Warrant exercise this Warrant if the
number of shares of Common Stock to be issued pursuant to such exercise would
cause the number of shares of Common Stock owned by the Holder at such time to
exceed, when aggregated with all other shares of Common Stock owned by such
Holder at such time, the number of shares of Common Stock which would result in
such Holder beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules thereunder) in excess of 9.9% of all of the
Common Stock outstanding at such time; provided, however, that upon a holder of
this Warrant providing the Issuer with a Waiver Notice that such holder would
like to waive this Section 7(b) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.

      8. Call. Notwithstanding anything herein to the contrary, commencing two
(2) years following the effective date of a registration statement under the
Securities Act providing for the resale of the Warrant Stock and the shares of
Common Stock issuable upon conversion of the Issuer's Series B Preferred Stock
issued pursuant to the Purchase Agreement (the "Registration Statement"), the
Issuer, at its option, may call (a "Call") up to one hundred percent (100%) of
this Warrant if (A) the Per Share Market Value of the Common Stock has been
greater than $8.00 (as may be adjusted for any stock splits or combinations of
the Common Stock) for a period of ten (10) consecutive Trading Days immediately
prior to the date of delivery of the Call Notice (a "Call Notice Period") and
(B) the dollar trading volume of the Common Stock for each

                                       13

<PAGE>

of such ten (10) consecutive Trading Days exceeds $500,000, in each case, by
providing the Holder of this Warrant written notice pursuant to Section 13 (the
"Call Notice"); provided, that (i) the Registration Statement is then in effect
and has been effective, without lapse or suspension of any kind, for a period of
sixty (60) consecutive calendar days, (ii) trading in the Common Stock shall not
have been suspended by the Securities and Exchange Commission or the OTC
Bulletin Board or Nasdaq (or other exchange or market on which the Common Stock
is trading) and (iii) the Issuer is in material compliance with the terms and
conditions of this Warrant and the other Transaction Documents (as defined in
the Purchase Agreement); provided, further, that the Registration Statement is
in effect from the date of delivery of the Call Notice until the date which is
the later of (1) the date the Holder exercises the Warrant pursuant to the Call
Notice and (2) the 20th day after the Holder receives the Call Notice (the
"Early Termination Date"). The rights and privileges granted pursuant to this
Warrant with respect to the shares of Warrant Stock subject to the Call Notice
(the "Called Warrant Shares") shall expire on the Early Termination Date if this
Warrant is not exercised with respect to such Called Warrant Shares prior to
such Early Termination Date. In the event this Warrant is not exercised with
respect to the Called Warrant Shares, the Issuer shall remit to the Holder of
this Warrant (A) $.001 per Called Warrant Share and (B) a new Warrant
representing the number of shares of Warrant Stock, if any, which shall not have
been subject to the Call Notice upon the Holder tendering to the Issuer the
applicable Warrant certificate. Notwithstanding anything in the foregoing to the
contrary, if the Holder may not exercise this Warrant as a result of the
restrictions contained in Section 7 hereof, the Call Notice shall be deemed null
and void and shall not be deemed effective until the date that the Holder may
exercise this Warrant in accordance with Section 7 hereof.

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Additional Shares of Common Stock" means all shares of Common Stock
      issued by the Issuer after the Original Issue Date, and all shares of
      Other Common, if any, issued by the Issuer after the Original Issue Date,
      except: (i) securities issued pursuant to a bona fide firm underwritten
      public offering of the Issuer's securities, (ii) securities issued
      pursuant to the conversion or exercise of convertible or excercisable
      securities issued or outstanding on or prior to the date hereof or issued
      pursuant to the Purchase Agreement or the Series C Convertible Preferred
      Stock Purchase Agreement, (iii) the Warrant Stock, (iv) the payment of any
      dividends on the Series B Preferred Stock of the Issuer issued pursuant to
      the Purchase Agreement or on the Series A Preferred Stock of the Issuer,
      (v) securities issued (other than for cash) in connection with a merger,
      acquisition or consolidation of the Issuer, (vi) any warrants issued to
      the placement agent for the transactions contemplated by the Purchase
      Agreement or the Series C Convertible Preferred Stock Purchase Agreement
      or in connection with other financial services rendered to the Issuer,
      (vii) securities issued in connection with strategic license agreements
      and other partnering arrangements so long as such issuances are not for
      the purpose of raising capital, (viii) the issuance of Common Stock or the
      issuance or grants of options to purchase Common Stock pursuant to the
      Issuer's stock option plans and employee stock purchase plans outstanding
      on the date hereof, (ix) any shares of Common Stock issued by the Issuer
      to Paul Kruger to satisfy any obligations of the Issuer which have been
      satisfied by Paul Kruger's transfer of his currently outstanding shares of
      Common Stock so long as such issuances by the Issuer to Paul Kruger does
      not exceed

                                       14

<PAGE>

      the number of shares of Common Stock surrendered by Paul Kruger to satisfy
      such obligations of the Issuer, (x) the issuance of up to $2,000,000 of
      shares of Series B Preferred Stock of the Issuer to strategic investors on
      the same terms and conditions of the Purchase Agreement to be consummated
      no later than March 20, 2005, and (xi) the issuance of up to $1,000,000 of
      shares of the Issuer's Series A Convertible Preferred Stock and warrants
      to Boundless Investments, L.L.C. in exchange for cancellation of
      $1,000,000 of principal amount of a promissory note issued on July 30,
      2004.

            "Articles of Incorporation" means the Articles of Incorporation of
      the Issuer as in effect on the Original Issue Date, and as hereafter from
      time to time amended, modified, supplemented or restated in accordance
      with the terms hereof and thereof and pursuant to applicable law.

            "Board" shall mean the Board of Directors of the Issuer.

            "Capital Stock" means and includes (i) any and all shares,
      interests, participations or other equivalents of or interests in (however
      designated) corporate stock, including, without limitation, shares of
      preferred or preference stock, (ii) all partnership interests (whether
      general or limited) in any Person which is a partnership, (iii) all
      membership interests or limited liability company interests in any limited
      liability company, and (iv) all equity or ownership interests in any
      Person of any other type.

            "Common Stock" means the Common Stock, par value $.0001 per share,
      of the Issuer and any other Capital Stock into which such stock may
      hereafter be changed.

            "Common Stock Equivalent" means any Convertible Security or warrant,
      option or other right to subscribe for or purchase any Additional Shares
      of Common Stock or any Convertible Security.

            "Convertible Securities" means evidences of Indebtedness, shares of
      Capital Stock or other Securities which are or may be at any time
      convertible into or exchangeable for Additional Shares of Common Stock.
      The term "Convertible Security" means one of the Convertible Securities.

            "Governmental Authority" means any governmental, regulatory or
      self-regulatory entity, department, body, official, authority, commission,
      board, agency or instrumentality, whether federal, state or local, and
      whether domestic or foreign.

            "Holders" mean the Persons who shall from time to time own any
      Warrant. The term "Holder" means one of the Holders.

            "Independent Appraiser" means a nationally recognized or major
      regional investment banking firm or firm of independent certified public
      accountants of recognized standing (which may be the firm that regularly
      examines the financial statements of the Issuer) that is regularly engaged
      in the business of appraising the Capital Stock or assets of corporations
      or other entities as going concerns, and which is not affiliated with
      either the Issuer or the Holder of any Warrant.

                                       15

<PAGE>

            "Issuer" means Boundless Motor Sports Racing, Inc., a Colorado
      corporation, and its successors.

            "Majority Holders" means at any time the Holders of Warrants
      exercisable for a majority of the shares of Warrant Stock issuable under
      the Warrants at the time outstanding.

            "Nasdaq" means the Nasdaq SmallCap Market.

            "Original Issue Date" means February 25, 2005.

            "OTC Bulletin Board" means the over-the-counter electronic bulletin
      board.

            "Other Common" means any other Capital Stock of the Issuer of any
      class which shall be authorized at any time after the date of this Warrant
      (other than Common Stock) and which shall have the right to participate in
      the distribution of earnings and assets of the Issuer without limitation
      as to amount.

            "Outstanding Common Stock" means, at any given time, the aggregate
      amount of outstanding shares of Common Stock, assuming full exercise,
      conversion or exchange (as applicable) of all options, warrants and other
      Securities which are convertible into or exercisable or exchangeable for,
      and any right to subscribe for, shares of Common Stock that are
      outstanding at such time.

            "Person" means an individual, corporation, limited liability
      company, partnership, joint stock company, trust, unincorporated
      organization, joint venture, Governmental Authority or other entity of
      whatever nature.

            "Per Share Market Value" means on any particular date (a) the
      closing bid price per share of the Common Stock on such date on Nasdaq or
      another registered national stock exchange on which the Common Stock is
      then listed, or if there is no such price on such date, then the closing
      bid price on such exchange or quotation system on the date nearest
      preceding such date, or (b) if the Common Stock is not listed then on
      Nasdaq or any registered national stock exchange, the closing bid price
      for a share of Common Stock in the over-the-counter market, as reported by
      the OTC Bulletin Board or in the National Quotation Bureau Incorporated or
      similar organization or agency succeeding to its functions of reporting
      prices) at the close of business on such date, or (c) if the Common Stock
      is not then reported by the OTC Bulletin Board or the National Quotation
      Bureau Incorporated (or similar organization or agency succeeding to its
      functions of reporting prices), then the average of the "Pink Sheet"
      quotes for the relevant conversion period, as determined in good faith by
      the holder, or (d) if the Common Stock is not then publicly traded the
      fair market value of a share of Common Stock as determined by an
      Independent Appraiser selected in good faith by the Majority Holders;
      provided, however, that the Issuer, after receipt of the determination by
      such Independent Appraiser, shall have the right to select an additional
      Independent Appraiser, in which case, the fair market value shall be equal
      to the average of the determinations by each

                                       16

<PAGE>

      such Independent Appraiser; and provided, further that all determinations
      of the Per Share Market Value shall be appropriately adjusted for any
      stock dividends, stock splits or other similar transactions during such
      period. The determination of fair market value by an Independent Appraiser
      shall be based upon the fair market value of the Issuer determined on a
      going concern basis as between a willing buyer and a willing seller and
      taking into account all relevant factors determinative of value, and shall
      be final and binding on all parties. In determining the fair market value
      of any shares of Common Stock, no consideration shall be given to any
      restrictions on transfer of the Common Stock imposed by agreement or by
      federal or state securities laws, or to the existence or absence of, or
      any limitations on, voting rights.

            "Purchase Agreement" means the Series B Convertible Preferred Stock
      Purchase Agreement dated as of February 25, 2005, among the Issuer and the
      investors a party thereto.

            "Securities" means any debt or equity securities of the Issuer,
      whether now or hereafter authorized, any instrument convertible into or
      exchangeable for Securities or a Security, and any option, warrant or
      other right to purchase or acquire any Security. "Security" means one of
      the Securities.

            "Securities Act" means the Securities Act of 1933, as amended, or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting Stock shall at the time be owned directly or indirectly by the
      Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
      more of its Subsidiaries.

            "Term" has the meaning specified in Section 1 hereof.

            "Trading Day" means (a) a day on which the Common Stock is traded on
      Nasdaq, or (b) if the Common Stock is not listed on Nasdaq, a day on which
      the Common Stock is traded on any other registered national stock
      exchange, or (c) if the Common Stock is not traded on any other registered
      national stock exchange, a day on which the Common Stock is traded on the
      OTC Bulletin Board, or (d) if the Common Stock is not traded on the OTC
      Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding its
      functions of reporting prices); provided, however, that in the event that
      the Common Stock is not listed or quoted as set forth in (a), (b) and (c)
      hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any day which shall be a legal holiday or a day on which banking
      institutions in the State of New York are authorized or required by law or
      other government action to close.

            "Voting Stock" means, as applied to the Capital Stock of any
      corporation, Capital Stock of any class or classes (however designated)
      having ordinary voting power for the election of a majority of the members
      of the Board of Directors (or other governing body)

                                       17

<PAGE>

      of such corporation, other than Capital Stock having such power only by
      reason of the happening of a contingency.

            "Warrants" means the Warrants issued and sold pursuant to the
      Purchase Agreement, including, without limitation, this Warrant, and any
      other warrants of like tenor issued in substitution or exchange for any
      thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or
      of any of such other Warrants.

            "Warrant Price" initially means U.S. $4.00, as such Warrant Price
      may be adjusted from time to time as shall result from the adjustments
      specified in this Warrant, including Section 4 hereto.

            "Warrant Share Number" means at any time the aggregate number of
      shares of Warrant Stock which may at such time be purchased upon exercise
      of this Warrant, after giving effect to all prior adjustments and
      increases to such number made or required to be made under the terms
      hereof.

            "Warrant Stock" means Common Stock issuable upon exercise of any
      Warrant or Warrants or otherwise issuable pursuant to any Warrant or
      Warrants.

      10. Other Notices. In case at any time:

                  (A)   the Issuer shall make any distributions to the holders
                        of Common Stock; or

                  (B)   the Issuer shall authorize the granting to all holders
                        of its Common Stock of rights to subscribe for or
                        purchase any shares of Capital Stock of any class or
                        other rights; or

                  (C)   there shall be any reclassification of the Capital Stock
                        of the Issuer; or

                  (D)   there shall be any capital reorganization by the Issuer;
                        or

                  (E)   there shall be any (i) consolidation or merger involving
                        the Issuer or (ii) sale, transfer or other disposition
                        of all or substantially all of the Issuer's property,
                        assets or business (except a merger or other
                        reorganization in which the Issuer shall be the
                        surviving corporation and its shares of Capital Stock
                        shall continue to be outstanding and unchanged and
                        except a consolidation, merger, sale, transfer or other
                        disposition involving a wholly-owned Subsidiary); or

                  (F)   there shall be a voluntary or involuntary dissolution,
                        liquidation or winding-up of the Issuer or any partial
                        liquidation of the Issuer or distribution to holders of
                        Common Stock;

                                       18

<PAGE>

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the record date or effective date for the event specified in
such notice.

      11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

      12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
OF ITS PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD RESULT IN THE APPLICATION OF
THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.

      13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by overnight delivery by nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                  Boundless Motor Sports Racing, Inc.
                  2500 McGee Drive, Suite 147
                  Norman, Oklahoma 73072
                  Attention: Paul Kruger and Brian Carter
                  Tel. No.: (405) 360-5047
                  Fax No.: (405) 360-5354

                                       19

<PAGE>

Copies of notices to the Issuer shall be sent to Jackson Walker L.L.P., 2435 N.
Central Expressway, Suite 600, Richardson, Texas, 75080, Attention: Richard F.
Dahlson, Telephone No.: (972) 744-2996, Facsimile No.: (972) 744-2990. Copies of
notices to the Holder shall be sent to Kramer Levin Naftalis & Frankel LLP, 919
Third Avenue, New York, New York 10022, Attention: Christopher S. Auguste,
Telephone No.: (212) 715-9100, Facsimile No.: (212) 715-9121. Any party hereto
may from time to time change its address for notices by giving at least ten (10)
days written notice of such changed address to the other party hereto.

      14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

      16. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

      17. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

      18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                                       20

<PAGE>

      IN WITNESS WHEREOF, the Issuer has executed this Series B Warrant as of
the day and year first above written.

                                        BOUNDLESS MOTOR SPORTS RACING, INC.

                                        By: ____________________________________
                                            Name:
                                            Title:

                                       21

<PAGE>

                                  EXERCISE FORM
                                SERIES B WARRANT

                       BOUNDLESS MOTOR SPORTS RACING, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Boundless
Motor Sports Racing, Inc. covered by the within Warrant.

Dated: _________________                Signature ______________________________

                                        Address   ______________________________
                                                  ______________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: ___________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________                Signature ______________________________

                                        Address   ______________________________
                                                  ______________________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________                Signature ______________________________

                                        Address   ______________________________
                                                  ______________________________

                           FOR USE BY THE ISSUER ONLY:

                                      -22-

<PAGE>

This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.

                                      -23-