SUBSIDIARY GUARANTY

SUBSIDIARY GUARANTY

SUBSIDIARY GUARANTY (this “ Guaranty ”) dated September 28, 2007 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” (each a “ Subsidiary Guarantor ”), in favor of the Lenders whose names are set forth on Exhibit A hereto (the “ Lenders ”).

WHEREAS, Dirt Motor Sports, Inc. d/b/a World Racing Group, Inc., a Delaware corporation (the “ Company ”) and the Lenders are parties to a Note Purchase Agreement dated the date hereof (the “ Note Purchase Agreement ”; the terms defined therein and not otherwise defined herein being used herein as therein defined);

WHEREAS, each Subsidiary Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by the Note Purchase Agreement; and

WHEREAS, it is a condition precedent to the Lenders making the loan evidenced by the Notes to the Company that each Subsidiary Guarantor shall have executed and delivered this Subsidiary Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make the loans under the Note Purchase Agreement, each Subsidiary Guarantor, jointly and severally with each other Subsidiary Guarantor, hereby agrees as follows:

1.   No Impairment .  The Lenders may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the undersigned, extend the time of payment of, exchange or surrender any collateral for, renew or extend any of the obligations under the Transaction Documents (the “ Obligations ”) or increase or decrease the interest rate thereon, or any other agreement with the Company or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Lenders and the Company or any such other party or person, or make any election of rights the Lenders may deem desirable under the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally (any of the foregoing, an “ Insolvency Law ”) without in any way impairing or affecting this Guaranty.  This Guaranty shall be effective regardless of the subsequent incorporation, merger or consolidation of the Company, or any change in the composition, nature, personnel or location of the Company and shall extend to any successor entity to the Company, including a debtor in possession or the like under any Insolvency Law.

2.   Guaranty Absolute .  Each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Note Purchase Agreement, the Notes or the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Company with respect thereto.  The Subsidiary Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional obligations and liabilities for which the Subsidiary Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional obligations and liabilities.  The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by the Lenders to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Transaction Documents.  The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Note Purchase Agreement, the Notes or the other Transaction Documents or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of the Note Purchase Agreement, the Notes or the other Transaction Documents or any assignment or transfer of any thereof, (c) any furnishing of any additional security to the Lenders or its assignees or any acceptance thereof or any release of any security by the Lenders or its assignees, (d) any limitation on any party’s liability or obligation under the Note Purchase Agreement, the Notes or the other Transaction Documents or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned.  Any amounts due from the undersigned to the Lenders shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations.  Obligations include post-petition interest whether or not allowed or allowable.

3.   Waivers .

4.   Representations and Warranties .  Each of the undersigned hereby jointly and severally represents and warrants (all of which representations and warranties shall survive until all Obligations are indefeasibly satisfied in full and the Transaction Documents have been irrevocably terminated), that: