0001144204-06-053576 Sample Contracts

SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • December 20th, 2006 • American Racing Capital, Inc. • Services-racing, including track operation

THIS SHAREHOLDERS’ AGREEMENT (“Agreement”), is entered into and is effective as of November 21, 2006, by and among Motorsports & Entertainment of Tennessee, Inc., a Nevada corporation (the “Corporation”), and the individuals and entities who have signed the signature page(s) to this Agreement (referred to individually as a “Shareholder” and collectively as the “Shareholders”).

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STOCK PURCHASE AGREEMENT by and between MOTORSPORTS & ENTERTAINMENT OF TENNESSEE, INC., a Nevada corporation AND LJ&J ENTERPRISES OF TENNESSEE, INC., a Tennessee corporation Dated: November 21, 2006
Stock Purchase Agreement • December 20th, 2006 • American Racing Capital, Inc. • Services-racing, including track operation • Nevada

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 21st day of November, 2006, by and between Motorsports & Entertainment of Tennessee, Inc., a Nevada corporation (“Purchaser”), LJ&J Enterprises of Tennessee, Inc., a Tennessee corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).

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