MEMBERSHIP INTERESTS PURCHASE AGREEMENT

Exhibit 2.1

MEMBERSHIP INTERESTS PURCHASE AGREEMENT

     This Membership Interests Purchase Agreement (the “Agreement”), dated as of November 30, 2004, is by and among United Midwestern Promoters Motorsports, LLC, an Ohio limited liability company (the “Company”), and National Speedways of Iowa, Inc., an Iowa Corporation, Track Enterprises, Inc., an Illinois Company, Ken Schrader Racing, Inc., a North Carolina Corporation, and Lebanon Valley Auto Racing Corp. a New York Corporation, the holders of all of the outstanding membership interests in the Company (each, a “Member”, and collectively, the “Members”), and Boundless Motor Sports Racing, Inc., a Colorado corporation (“Purchaser”).

W I T N E S S E T H :

     WHEREAS, the Members are the legal and beneficial holders of all issued and outstanding membership interests in the Company (the “Interests”), and the Members desire to sell, and Purchaser desires to purchase, the Interests;

     NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained, and on the terms and subject to the conditions herein set forth, the parties hereto hereby agree as follows:

ARTICLE I
Definitions

     1.1. Definitions. Certain terms used in this Agreement but not otherwise defined shall have the meanings ascribed thereto in Exhibit A attached hereto.

ARTICLE II
Purchase and Sale

     2.1. Purchase and Sale of Interests. Subject to and upon the terms and conditions contained herein, at the Closing, the Members shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all adverse claims, security interests, liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from the Members, the Interests. In selling their Interests to Purchaser, each Member and the Company hereby waives the provisions of Section 6.1.4 of the Operating Agreement.

     2.2. Purchase Price. The purchase price for the Interests shall be an amount equal to $2,400,000 (the “Purchase Price”), which shall be payable as follows:

          (a) $200,000 of which was paid by Purchaser to Members, in October 2004 (which amount is refundable by Members, if the Closing does not occur, by wire transfer of immediately available funds within two (2) business days following a refund request by Purchaser, if any of the following conditions are identified by Purchaser: (i) the Company has any liability or obligations which the Company has not agreed in writing to pay-off prior to the Closing; (ii) the Company has any encumbrances of any kind, on any of its assets which the Company has not agreed in writing to get released prior to Closing; (iii) the assets of the

1

Company do not include all of the assets listed on Schedule 3.14(a)(2) and the Stacker 2 Agreement; or (iv) the Stacker 2 Agreement is not in full force or effect);

          (b) $1,600,000 of which shall be payable at the Closing in immediately available funds (the “Closing Cash Consideration”); and

          (c) the remaining $600,0000 of which shall be payable by the delivery to Members of 164,384 shares (the “Purchaser Shares”) of the common stock, par value $0.0001 per share (the “Purchaser Common Stock”).

In addition, at the Closing, Purchaser shall execute and deliver to the Members warrants to purchase up to an aggregate of 40,000 shares of Purchaser Common Stock, which warrants shall be in the form of Exhibit F attached hereto (the “Warrants”). The Closing Cash Consideration and the shares of Purchaser Shares shall be divided among the Members according to their respective Percentage of Member’s Interest, which ownership and ownership percentages are set forth on Schedule 3.1.

     2.3. Cash; Accounts Receivable. Any cash in the Company’s bank accounts as of the Closing shall be distributed to the Members in accordance with their ownership percentages set forth in Schedule 3.1. Except as provided in the following sentence, any amounts received by the Company (pre or post-Closing) on the accounts receivables listed on Schedule 2.3, shall be distributed to the Members in accordance with their ownership percentages set forth in Schedule 3.1.

     2.4. Post-Closing Adjustment. In the event that the average closing price of the Purchaser Common Stock for the ten-trading days immediately preceding the one-year anniversary of the Closing Date (the “Average Anniversary Price”) is less than $3.65 per share, then Purchaser shall issue to Members additional shares of Purchaser Common Stock equal to the difference between: (i) $600,000 divided by the Average Anniversary Price, less (ii) 164,384, with any such additional shares being divided among the Members pursuant to the Percentage of Member’s Interest set forth in Schedule 3.1; provided, however, that in lieu of issuing to the Members additional shares of Purchaser Common Stock, Purchaser may elect in writing to purchase, at a purchase price of $3.65 a share (the “Repurchase Price”), the Purchaser Shares from the Members, and upon such election, the Members shall sell the Purchaser Shares to Purchaser at the aggregate Repurchase Price for such shares. Any adjustments under this Section 2.4 shall appropriately take into account any stock splits, stock dividends, recapitalizations or the like by Purchaser.

ARTICLE III
Representations and Warranties of the Company and Members

     The Company and Members, jointly and severally, represent and warrant that the following are true and correct as of the date hereof (all Schedules referenced in this Article III are contained in the Company Disclosure Schedule of even date herewith):

     3.1. Ownership of the Interests. Each Member owns, beneficially and of record, good and marketable title to the Interests, which ownership is set forth on Schedule 3.1. The Interests constitutes all of the issued and outstanding equity interests in the Company. At the

2

Closing, Members will convey to Purchaser good and marketable title to the Interests, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, members’ agreements or restrictions.

     3.2. Organization and Good Standing; Qualification. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio, with all requisite limited liability company power and authority to carry on the business in which it is engaged, to own the properties it owns, to execute and deliver this Agreement and the other documents, instruments and agreements contemplated hereby (this Agreement and such other documents, instruments and agreements are sometimes collectively referred to herein as the “Transaction Documents”) and to consummate the transactions contemplated thereby. The Company is not required to be qualified or licensed to do business in any state. The Company does not have any assets, employees or offices in any state other than Indiana, Illinois and Iowa.

     3.3. Capitalization. Ownership of the Interests is set forth in Schedule 3.1. All capital contributions to be paid for the Interests have been paid in full. There exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, membership interests in the Company. Neither Members nor the Company are parties to or bound by, nor do they have any knowledge of, any agreement, instrument, arrangement, contract, obligation, commitment or understanding of any character, whether written or oral, express or implied, relating to the sale, assignment, encumbrance, conveyance, transfer or delivery of any membership interests in the Company. No membership interests in the Company have been issued or disposed of in violation of the preemptive rights of any of the Company’s members.

     3.4. Company Records. The copies of the Articles of Organization and Operating Agreement, and in each case, all amendments thereto, of the Company that have been delivered to Purchaser are true, correct and complete copies thereof, as in effect on the date hereof. The Company has delivered to Purchaser accurate consents to all actions taken without meetings by the Managers, the Advisory Board and the members of the Company since the formation of the Company. The Company has never had any actual meetings by the Managers, the Advisory Board or the members of the Company. The Company has no Managers, and the Advisory Board is authorized to act on behalf of the Company.

     3.5. Authorization and Validity. The execution, delivery and performance by the Company and Members of the Transaction Documents, and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by the Company and Members. The Transaction Documents have been duly executed and delivered by the Company and Members and constitute legal, valid and binding obligations of the Company and Members, enforceable against the Company and Members in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies. The sale of the Interests by Members to Purchaser will not impair the ability or authority of the Company to carry on its business as now conducted in any respect.

3

     3.6. Subsidiaries. The Company does not own, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing, participation or other interest in any corporation, partnership, joint venture or other entity.

     3.7. No Violation. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of the transactions contemplated by the Transaction Documents will (i) conflict with, or result in a violation or breach of the terms, conditions or provisions of, or constitute a default under, the Articles of Organization or Operating Agreement of the Company (i.e., provisions of Section 6.1.4 of the Operating Agreement have been waived pursuant to Section 2.1 above) or any agreement, indenture or other instrument under which the Company or Members are bound or to which the Interests or any of the assets of the Company are subject, or result in the creation or imposition of any security interest, lien, charge or encumbrance upon the Interests or any of the assets of the Company, or (ii) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body having jurisdiction over the Company, Members, the Interests or the assets of the Company. The Company and Members have complied with all laws, regulations and licensing requirements and have filed with the proper authorities all necessary statements and reports.

     3.8. Consents. No consent, authorization, approval, permit or license of, or filing with, any governmental or public body or authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of the Transaction Documents on the part of the Company or Members.

     3.9. Financial Statements. Prior to the Closing, the Company will furnish to Purchaser the following financial information of the Company: (i) detailed general ledgers of the Company for the last fiscal year and the period subsequent to that date; (ii) copies of all federal and state income tax returns; (iii) copies of prior years audit reports, if any; (iv) bank statements for the last 24 months, to the extent obtainable; (v) billing records for the last 24 months; (vi) records regarding amounts paid during the last 24 months and all current outstanding bills; (vii) copies of all operating and capital leases, if any; (viii) copies of all loan agreements on any loans outstanding during the last 24 months; (ix) copies of any points or bonus systems used to compensate drivers; (x) copies of marketing and sponsorship agreements; (xi) payroll tax reports for last 24 months; and (xii) the members register (the “Financial Information). The Financial Information is in accordance with the books and records of the Company, and fairly and accurately present the financial condition and results of operations of the Company since inception. Set forth on Exhibit 3.9 is the proposed budget for the Company for 2004 (the “Budget”). The Budget accurately reflects the actual income and expenses of the Company for 2004, and there are no other obligations or expenses incurred by the Company in 2004 in excess of $25,000.

     3.10. Liabilities and Obligations. As of the Closing, except as provided in Schedule 3.10(a), the Company has no liabilities or obligations of any kind. Except as set forth on Schedule 3.10(b), as of the Closing, the Company has not received any pre-payments for the 2005 racing season. Within thirty (30) days after the Closing, the Members agree to repay the $150,000 prepayment listed on Schedule 3.10(b), and the Company shall be entitled to receive

4

any and all amounts payable by Hoosier to the Company for the 2005 racing season, without deduction of said $150,000.

     3.11. Operating Matters. Prior to Closing, the Company will furnish to Purchaser copies of the form of members agreement and sanctioning agreement pertaining to the above matters.

     3.12. Employee Matters. Schedule 3.12 contains a complete and accurate list of the names, titles and cash compensation, including without limitation wages, salaries, bonuses (discretionary and formula) and other cash compensation (the “Cash Compensation”) of all employees of the Company. As of the Closing Date, all amounts owed to the employees of the Company for the period prior to the Closing have been paid in full. There are no employment agreements between the Company and any of its employees, and all of the employees of the Company are terminable “at will” without any liability for severance or any other benefits as a result of any termination after the Closing by the Company. The Company has not engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, national origin, age or handicap in its employment conditions or practices. There are no: (i) unfair labor practice charges or complaints or racial, color, religious, sex, national origin, age or handicap discrimination charges or complaints pending or threatened against the Company before any federal, state or local court, board, department, commission or agency nor does any basis therefor exist; or (ii) existing or threatened labor strikes, disputes, grievances, controversies or other labor troubles affecting the Company, nor does any basis therefor exist.

     3.13. Employee Benefit Plans. The Company does not, and has not, sponsored or contributed to on behalf of its employees any employee benefit plans (the “Employee Benefit Plans”) (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

     3.14. Title; Leased Assets. The Company does not own any interest in any real property. Except as set forth in Schedule 3.14(a)(1), the Company has good, valid and marketable title to all tangible and intangible personal property owned by it (collectively, the Personal Property”). The Personal Property includes, without limitation, the assets listed on Schedule 3.14(a)(2). The only lease of real or personal property to which the Company is a party, either as lessor or lessee, is an office lease in a mobile home park in Evansville, Indiana, with a lease rate of $165 per month, which lease is terminable at will at any time. All such leases are valid and enforceable in accordance with their respective terms except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies. The Company owns, leases or otherwise possesses a right to use all assets used in the conduct of the business of the Company, which will not be impaired by the consummation of the transactions contemplated hereby.

     3.15. Commitments. Set forth on Schedule 3.15 is a complete list of all agreements, contracts, instruments and arrangements, oral or written, to which the Company is a party (collectively, the “Contracts”). There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company, and no penalties have been incurred nor are amendments pending, with respect to the Contracts. The Contracts are in full force and effect and are valid

5

and enforceable obligations of the parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or, to the best knowledge of the Company and Members, may be made by any party thereto, nor has the Company waived any rights thereunder. The Company has not received notice of any default with respect to any Commitment. Neither the Company nor Members have received notice of any plan or intention of any other party to any Contract to exercise any right to cancel or terminate any Contract, and neither the Company nor Members know of any fact that would justify the exercise of such a right. Neither the Company nor Members currently contemplates, or has reason to believe any other person or entity currently contemplates, any amendment or change to any Contract.

     3.16. Insurance. A list and brief description of all insurance policies of the Company are set forth in Schedule 3.16, which policies are in full force and effect. All of such policies are valid and enforceable policies, issued by insurers of recognized responsibility in amounts and against such risks and losses as is customary in the industry of the insured.

     3.17. Patents, Trade-marks, Service Marks and Copyrights. Set forth in Schedule 3.17(a), is a true and correct description of the following (the “Proprietary Rights”): (i) all URL’s, domain and website addresses, logos, all trade-marks, trade-names, service marks and other trade designations, including common law rights, registrations and applications therefor, and all patents, copyrights and applications currently owned, in whole or in part, by the Company with respect to the business of the Company, and all licenses, royalties, assignments and other similar agreements relating to the foregoing to which the Company is a party (including expiration date if applicable); and (ii) all agreements relating to technology, know-how or processes that the Company is licensed or authorized to use by others, or which it licenses or authorizes others to use. Except as set forth in Schedule 3.17(b), the Company has the sole and exclusive right to use the Proprietary Rights without infringing or violating the rights of any third parties. Use of the Proprietary Rights does not require the consent of any other person and the Proprietary Rights are freely transferable. No claim has been asserted by any person to the ownership of or right to use any Proprietary Right or challenging or questioning the validity or effectiveness of any license or agreement constituting a part of any Proprietary Right, and neither the Company nor any Member knows of any valid basis for any such claim. Each of the Proprietary Rights is valid and subsisting, has not been cancelled, abandoned or otherwise terminated (unless otherwise specifically noted on Schedule 3.17(b)) and, if applicable, has been duly issued or filed. The Company and Members have no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of the Company infringes upon or involves, or has resulted in the infringement of, any proprietary right of any other person, Company or other entity; and no proceedings have been instituted, are pending or are threatened that challenge the rights of the Company with respect thereto.

     3.18. Trade Secrets and Customer Lists. The Company has the right to use, free and clear of any claims or rights of others all trade secrets, customer lists and proprietary information required for the marketing of all merchandise and services formerly or presently sold or marketed by the Company. The Company is not using or in any way making use of any confidential information or trade secrets of any third party, including without limitation any past or present employee of the Company.

6

     3.19. Taxes. All Tax Returns required to be filed by or on behalf of the Company have been properly prepared and duly filed with the appropriate taxing authorities in all jurisdictions in which such Tax Returns are required to be filed. All Taxes (whether or not shown on such Tax Returns) payable by or on behalf of the Company have been paid in full. The Company has complied in all respects with all applicable laws relating to the payment of any withholding of Taxes and has duly and timely withheld from employees’ salaries, wages and other compensation and has paid over to the appropriate Tax authorities all amounts required to be so withheld and paid over for all periods under all applicable laws. Neither the Company nor Members have executed or filed with the IRS or any other Tax authority any contract, waiver or other document or arrangement extending or having the effect of extending the period for assessment or collection of Taxes (including, but not limited to, any applicable statute of limitation), and no power of attorney with respect to any Tax matter is currently in force. No claim has been made by a Tax authority in a jurisdiction where the Company does not file Tax Returns such that the Company or the Business is or may be subject to taxation by the jurisdiction.

     3.20. Compliance with Laws. The Company and Members have complied with all laws, regulations and licensing requirements and has filed with the proper authorities all necessary statements and reports with respect to the operation of the Business. There are no existing violations by the Company or Members of any federal, state or local law or regulation that could affect the property or business of the Company. The Company possesses all necessary licenses, franchises, permits and governmental authorizations to conduct its business as now conducted.

     3.21. Finder’s Fee. Neither the Company nor Members have incurred any obligation for any finder’s, broker’s or agent’s fee in connection with the transactions contemplated hereby.

     3.22. Litigation. There are no legal actions or administrative proceedings or investigations instituted, or to the best knowledge of the Company or Members threatened, against or affecting, or that could in any way affect, the Company, any of the Interests, or the business of the Company. Neither the Company nor Members are (i) subject to any continuing court or administrative order, writ, injunction or decree applicable specifically to the Company or to the Business, assets, operations or employees or (ii) in default with respect to any such order, writ, injunction or decree. Neither the Company nor Members know of any basis for any such action, proceeding or investigation.

     3.23. Accuracy of Information Furnished. All information furnished to Purchaser by the Company or Members hereby or in connection with the transactions contemplated hereby is true, correct and complete in all respects. To the best knowledge of the Company and Members, such information states all facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, true, correct and complete.

     3.24. Condition of Fixed Assets. All of the equipment owned by the Company is in good condition and repair for their intended use in the ordinary course of business.

7

     3.25. Books of Account. The books of account of the Company have been kept accurately in the ordinary course of business, the transactions entered therein represent bona fide transactions and the revenues, expenses, assets and liabilities of the Company have been properly recorded in such books.

     3.26. Accounts Receivable. Schedule 3.26 sets forth the accounts receivable of the Company as of November 30, 2004, and the payments and rights to receive payments related thereto. All such accounts receivable have arisen from bona fide transactions in the ordinary course of business and are valid and enforceable claims subject to no right of set-off or counterclaim.

     3.27. Distributions and Repurchases. No distributions of any kind have been declared or paid by the Company on any of its membership interests at any time. No repurchase of any of the membership interests of the Company has been approved or effected by the Company at any time.

     3.28. Banking Relations. Set forth in Schedule 3.28 is a complete and accurate list of all arrangements that the Company has with any bank or other financial institution, indicating with respect to each relationship the type of arrangement maintained (such as checking account, borrowing arrangements, safe deposit box, etc.) and the person or persons authorized in respect thereof.

     3.29. Environmental Matters. The Company is not currently in violation of, or subject to any existing, pending or threatened investigation or inquiry by any governmental authority or to any remedial obligations under, any laws or regulations pertaining to health or the environment (hereinafter sometimes collectively called “Environmental Laws”), and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the assets and operations of the Company. To the best knowledge of the Company and Members, the assets of the Company have never been used in a manner that would be in violation of any of the Environmental Laws.

     3.30. Certain Payments. To the best knowledge of the Company and Members, neither the Company nor any Member nor any director, officer or employee of the Company has paid or caused to be paid, directly or indirectly, in connection with the Business: (a) to any government or agency thereof or any agent of any supplier or customer any bribe, kick-back or other similar payment; or (b) any contribution to any political party or candidate (other than from personal funds of directors, officers or employees not reimbursed by their respective employers or as otherwise permitted by applicable law).

     3.31. Information Furnished to Members. Members have been provided with, and are familiar with, the financial and other information regarding the business and operations of Purchaser that Members deem necessary for evaluating the merits and risks of the transactions contemplated by the Transaction Documents. Each Member is knowledgeable and experienced in financial and business matters and is capable of evaluating the merits and risks of the transactions contemplated by the Transaction Documents, including, without limitation, those pertaining to the Purchaser Common Stock.

8

     3.32. Investment Purposes. Each Member is acquiring its portion of the Purchaser Shares for investment purposes and not with a view toward resale or distribution thereof, and has no present intention of selling, granting any participation in, or otherwise distributing such Purchaser Shares.

     3.33. Restricted Securities. Members understand that the Purchaser Shares will be issued by Purchaser pursuant to an exemption from the registration requirements of the Securities Act, and are characterized as “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”) and may be resold without registration under the Securities Act only in limited circumstances. In connection with the foregoing, Members are familiar with Rule 144 and understand the resale limitations imposed thereby on the Purchaser Shares.

ARTICLE IV
Representations and Warranties of Purchaser

     Purchaser represents and warrants that the following are true and correct as of the date hereo