STOCK PURCHASE AGREEMENT

EXECUTION COPY

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

TABLE OF CONTENTS

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

SCHEDULES

EXHIBITA

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STOCK PURCHASE AGREEMENT

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 ").

RECITALS

WHEREAS , the Company is principally engaged in the business of motorsports development and racetrack management, acquisition and design (the " Business ");

WHEREAS , the Company and Purchaser have agreed to enter into certain transactions pursuant to this Agreement whereby the Company shall issue, transfer and deliver to Purchaser, and Purchaser shall purchase from the Company shares of common stock, $1.00 par value per share, of the Company (the " Company Common Stock "), so that effectively as of the Final Closing Date, upon payment of the final tranche of the Purchase Price by Purchaser to the Company, the Purchaser shall have purchased from the Company eighty percent (80%) of all of the issued and outstanding of the Company Common Stock as of the Final Closing Date, in the manner and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and the mutual representations, warranties, covenants and agreements herein contained, and of the certain good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties hereby agree as follows:

1.    Terms of Acquisition .

1.1    Stock Purchase .

(a)    Subject to the terms and conditions of this Agreement, the Company shall issue, transfer, convey and deliver to Purchaser, and the Purchaser shall purchase, acquire and accept from the Company, all right, title and interest, legal and equitable, beneficial and of record, in an amount of shares of the Company Common Stock (the " Purchased Shares "), so that effectively as of the First Closing, the Purchaser shall be the owner of Purchased Shares representing forty percent (40%) of the Company Common Stock as of the First Closing Date, and as of the Final Closing, the Purchaser shall be the owner of Purchased Shares representing eighty percent (80%) of the Company Common Stock as of the Final Closing Date. 

(b)    The Parties hereby agree that the stock purchase transactions shall occur as follows: (i) upon execution of this Agreement, the Purchaser, or its assigns, will pay and deliver to the Company a sum of Two Hundred and Fifty Thousand Dollars ($250,000.00), and the Company shall issue, sell, transfer, convey and deliver to the Escrow Agent an original stock certificate representing forty percent (40%) of all of the outstanding shares of Company Common Stock (the " First Closing Certificate "), which shall be effective as of the 1 ^st day of January, 2007 (the " First Closing "); and (ii) the Purchaser will use its best efforts to pay and deliver to the Company the Final Payment, as defined below, by March 1, 2007, or within three (3) business days after the effectiveness of ARC’s Registration Statement on Form SB-2, filed or to be filed by American Racing Capital, Inc., a Nevada corporation (" ARC ") with the U.S. Securities and Exchange Commission (the " SEC ") in connection with those certain financing transactions with New Millennium Capital Partners II LLC, AJW Qualified Partners LLC, New Millennium Capital, AJW Offshore Ltd. and AJW Partners LLC (the " Investors ") (the " Final Closing "). On the Final Closing Date, Purchaser, or its assigns, will pay and deliver to the Company the Final Payment, and the Company shall issue, sell, transfer, convey and deliver to Purchaser an original stock certificate (the " Final Closing Certificate "), such that the Purchased Shares issued by the Company to Purchaser at the Final Closing, plus the Purchased Shares issued by the Company to the Purchaser at the First Closing shall represent in aggregate eighty percent (80%) of all of the outstanding shares of Company Common Stock as of the Final Closing Date. The originally issued certificates evidencing the Company Common Stock shall be delivered at each Closing by Company to Purchaser, free and clear of all Liens, accompanied by duly executed stock powers (endorsed in blank) and with any necessary stock transfer tax stamps affixed thereto.

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(c)    Upon execution of the Agreement, the Company shall deliver and transfer to the Escrow Agent the First Closing Certificate to be held in escrow pursuant to that certain Escrow Agreement. On the First Closing Date, the Escrow Agent shall deliver and transfer the First Closing Certificate to the Purchase. On the Final Closing Date, the Company shall deliver and the Final Closing Certificate to the Purchaser.

1.2    Purchase Price . The Parties agree that the Purchase Price shall be Seven Hundred Thousand Dollars ($700,000.00) (the " Purchase Price ") to the Company. On July 24, 2006, ARC, on behalf of the Purchaser, paid an amount of Two Hundred Thousand Dollars ($200,000) (the " Option Payment ") to the Company in the form of an option payment towards the payment of the Purchase Price, as memorialized under that certain Agreement dated July 24, 2006, by and between ARC and the Company. At the First Closing, the Company shall be entitled the sum of Four Hundred and Fifty Thousand Dollars ($450,000) (the " First Closing Payment "), which shall be paid as such: (i) the Option Payment shall be credited against the First Closing Payment; and (ii) the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) shall be delivered to the Company by Purchaser upon execution of the Agreement by the Parties. At the First Closing, the Company shall issue and deliver the First Closing Certificate subject to Section 1.3. At the Final Closing, the Purchaser shall deliver to the Company the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) (the " Final Payment ") and the Company shall issue and deliver to the Purchaser the Final Closing Certificate.

1.3    Closing .

(a)    Closings . The First Closing and the Final Closing shall take place at the offices of Purchaser’s counsel, Kirkpatrick & Lockhart Nicholson Graham, LLP, located at Miami Center, 20th Floor, 201 S. Biscayne Blvd., Miami, FL 33131; provided, that all conditions precedent set forth in Sections 4.1 and 4.2 hereof shall have been satisfied or waived in writing.

(b)    The Company’s Deliveries Upon Execution of the Agreement . Subject to the terms and conditions of this Agreement, the Company shall deliver the following:

(i) An original stock certificate evidencing an amount of Purchased Shares which represent forty percent (40%) of all of the issued and outstanding shares of Company Common Stock as of the First Closing Date, accompanied by stock powers (endorsed in blank) duly executed by an officer of Company and any necessary stock transfer tax affixed thereto. This First Closing Certificate shall be delivered to the Escrow Agent to be held in escrow until the First Closing Date;

(i)   the Shareholders’ Agreement, in the form attached hereto as Exhibit A .

(ii)   the Escrow Agreement, in the form attached hereto as Exhibit B .

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(c)    The Purchaser’s Deliveries Upon Execution of the Agreement . Subject to the terms and conditions of this Agreement, Purchaser shall deliver to the Company the following:

(i)   the Shareholders’ Agreement, in the form attached hereto as Exhibit A .

(ii)   the Escrow Agreement, in the form attached hereto as Exhibit B .

(d)    Deliveries At the First Closing . Subject to the terms and conditions of this Agreement, the following duly executed documents shall be delivered at the First Closing:

(i)   the Company shall deliver to Purchaser the Consents set forth on Schedule 3.1(d); and

(ii) the Company shall deliver to Purchaser the Officer’s Certificate set forth in Section 4.1(e); and

(iii) the Company shall deliver to Purchaser the Secretary’s Certificate required by Section 4.1(i); and

(iv)   the Escrow Agent shall release the First Closing Certificate to Purchaser.

(e)    The Company’s Deliveries At the Final Closing . Subject to the terms and conditions of this Agreement, Company shall deliver the following duly executed documents:

(i) An original stock certificate evidencing an amount of Purchased Shares, such that the Purchased Shares evidenced by the First Closing Certificate, plus the Purchased Shares issued by the Company to the Purchaser at the Final Closing, represent in aggregate eighty percent (80%) of all of the issued and outstanding shares of Company Common Stock as of the Final Closing Date. The Final Closing Certificate shall be accompanied by stock powers (endorsed in blank) duly executed by an officer of the Company and any necessary stock transfer tax affixed thereto;

(ii) the Consents set forth on Schedule 3.1(d);

(iii) the Officer’s Certificate set forth in Section 4.1(e); and

(iv) the Secretary’s Certificate required by Section 4.1(i).

(f)    Purchaser’s Deliveries At the Final Closing . Subject to the terms and conditions of this Agreement, Purchaser shall pay and deliver to Company the Final Payment.

2.    Additional Agreements .

2.1    Audits .   The Company hereby agrees that its financial statements shall be subject to an independent audit (each an " Audit ") for the period of Fiscal Year 2004 and Fiscal Year 2005 (each an " Audited Period "). Purchaser shall utilize an independent certified public accountant qualified to practice before the SEC to complete such audit, and shall bear the costs for such audit only insofar as such audit covers the Audited Period.

2.2    Best Efforts . Subject to the terms and conditions provided in this Agreement, each of the parties shall use its best efforts in good faith to take or cause to be taken as promptly as practicable all reasonable actions that are within its power to cause to be fulfilled those conditions precedent to its obligations or the obligations of the other party to consummate the transactions contemplated by this Agreement that are dependent upon its actions.

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2.3    Further Assurances . Each party shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to, the provisions of this Agreement, including, without limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable to consummate the transactions contemplated by this Agreement.

3.    Representations and Warranties . 

3.1    Representations and Warranties as to the Company . As of each Closing, the Company hereby, represents and warrants to Purchaser as follows:

(a)    Capitalization . (i) As of November 1, 2006, the authorized capital stock of the Company consists solely of One Thousand (1000) shares of common stock, $1.00 par value per share, of which One Thousand (1000) shares are issued and outstanding. Prior or on the date of each Closing, the Company shall have increased its authorized common stock as set forth in Schedule 3.1(a) in order to effectuate the transactions contemplated by this Agreement. As of each Closing Date, all shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable.

(ii) All prior offerings and issuances of Company Common Stock have been made in accordance with applicable federal and state securities Laws. Except as disclosed in Schedule 3.1(a), and (i) no shares of the Company’s capital stock are subject to rights of first refusal, preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, (iv) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company, (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the sale of the common shares of Company Common Stock as described in this Agreement and (vi) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement.

(b)    Organization; Good Standing; Power .   The Company is a corporation   duly organized, validly existing and in good standing under the Laws of the State of Tennessee, and has full corporate power and authority to own, lease and operate its assets and properties and to carry on its Business as presently conducted by it. Schedule 3.1(b) hereto sets forth a true and complete list of all states and other jurisdictions in which the Company is duly qualified and in good standing to transact business as a foreign corporation. Except for those states and jurisdictions set forth on Schedule 3.1(b), there are no other states or jurisdictions in which the character and location of the properties owned or leased by the Company and the conduct of its Business make any such qualification necessary, except any where the failure to be so qualified would not have a Material Adverse Effect.

(c)    Authority; Validity; No Conflicts . The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of the Company, and the Company has all necessary corporate power with respect thereto. This Agreement is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Except as set forth on Schedule 3.1(c), neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor the performance by the Company of its obligations hereunder, shall (or, with the giving of notice or the lapse of time or both, would) (i) conflict with or violate any provision of the Charter or By-Laws of the Company, as amended; (ii) give rise to a conflict, breach or default, or any right of termination, cancellation or acceleration of remedies or rights, or otherwise result in a loss of benefits to the Company, under the provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company is a party or by which it or any of its properties or assets is otherwise bound; (iii) violate any Law applicable to the Company or any of its properties or assets; (iv) result in the creation or imposition of any Lien upon any of the properties or assets of the Company or cause Purchaser or the Company to be subject to any Tax; (v) interfere with or otherwise adversely affect the ability of the Company to carry on the business as presently conducted; or (vi) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give rise to any right to revoke, suspend, terminate or modify any Permit.

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(d)    Governmental Authorizations; Third-Party Consents . Except as set forth on Schedule 3.1(d) hereto, no approval, consent, waiver, exemption, order, authorization or other action by, or notice to or filing with, any governmental authority or any Person, and no lapse of a waiting period, is required to be obtained by the Company in connection with (or in order to permit) the execution, delivery or performance by any of them of this Agreement or the consummation of the transactions contemplated hereby or thereby (collectively, the " Consents ").

(e)    Financial Statements . Within sixty (60) days of the Final Closing, the Company will deliver to Purchaser true and complete copies of its (i) audited balance sheet as of December 31, 2004 and the related audited statements of income (loss), retained earnings and cash flow for the fiscal year then ended (the " 2004 Financial Statements ") and (ii) audited balance sheet as of December 31, 2005 and the related unaudited statements of income (loss), retained earnings and cash flow for the fiscal year then ended (the " 2005 Financial Statements ")   and will deliver to Purchaser a true and complete copy of the Estimated 2006 Balance Sheet and Estimated 2006 Income Statement. The Financial Statements upon completion will be attached hereto as Schedule 3.1(e).

(f)    Interests in Other Entities . The Company does not, directly or indirectly, (i) own, of record or beneficially, any shares of voting stock or any other equity securities of any Person; (ii) have any other ownership or equity or debt interest, of record or beneficially, in any Person; or (iii) have any obligation or right, fixed or contingent, to purchase or subscribe for any interest in, advance or loan monies to, or in any way make an investment in, any Person or to share any profits or capital investments in other Person.

(g)    Title to Properties; Leases . Except as set forth on Schedule 3.1(g), the Company has good and marketable title to all of its properties and assets, real and personal, including, but not limited to, those reflected in the audited balance sheet contained in the 2005 Financial Statements (except as since sold or otherwise disposed of in the ordinary course of business, or as expressly provided for in this Agreement), free and clear of all encumbrances, liens or charges of any kind or character except: (a) those securing liabilities of the Company incurred in the ordinary course (with respect to which no default exists); (b) liens of real estate and personal property taxes; and (c) imperfections of title and encumbrances, if any, which, in the aggregate (i) are not substantial in amount; (ii) do not detract from the value of the property subject thereto or impair the operations of the Company; and (iii) do not have a Material Adverse Effect on the business, properties or assets of the Company.

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(h)    Absence of Undisclosed Liabilities . The Company does not have any Liabilities, including guarantees and indemnities by the Company of Liabilities of any other Person, except (i) Liabilities as and to the extent reflected on the Estimated 2006 Balance Sheet; (ii) Liabilities incurred by it in the ordinary course of business and consistent with past practice since the date of the 2005 Financial Statement (none of which is a material Liability for breach of contract, breach of warranty, tort, infringement, claim, lawsuit or other proceeding) and adequately reflected on the books and records of the Company; (iii) obligations not in default under contracts entered into by it in the ordinary course of business; and (iv) the Liabilities set forth on Schedule 3.1(h) hereto.

(i)    Litigation . Except as set forth on Schedule 3.1(i) hereto, there are no claims, suits or actions, administrative, arbitration or other proceedings, or governmental investigations pending or threatened against or affecting, or reasonably likely to adversely affect, the Company or any of its properties, assets or business or the transactions contemplated hereby. No event has occurred and no circumstance exists that may give rise to or serve as a reasonable basis for any claim, suit, action or other proceeding to be brought or threatened against the Company. There are no outstanding judgments, orders, stipulations, injunctions, decrees or awards against the Company that have not been fully satisfied.

(j)    Material Contracts . Schedule 3.1(j) hereto sets forth a true and complete list, and brief description, of each Material Contract. True and complete copies of all Material Contracts required to be set forth on Schedule 3.1(j) have been furnished to Purchaser and, except as set forth on Schedule 3.1(j), each of them is in full force and effect. Except as set forth on Schedule 3.1(j), neither the Company nor any other Person that is a party to a Material Contract or is otherwise bound thereby is in default thereunder, and no event, occurrence, condition or act exists that, with the giving of notice or the lapse of time or both, would give rise to any default or right of cancellation thereunder. There have been no threatened cancellations of any of the Material Contracts and there are no outstanding disputes thereunder. There are no agreements, understandings or arrangements with any other Person in respect of the Material Contracts that (i) give any Person the right to renegotiate or require a reduction in the price paid to the Company or the repayment of any amount previously paid, (ii) provide for the sharing of any revenues or profits by or with the Company or (iii) provide for discounts, allowances or extended payment terms.

(k)    Employee Arrangements . The Company does not have any employee benefit plans.

(l)    Tax Matters . Except as set forth on Schedule 3.1(l) hereto:

(i) the Company has filed (on a timely basis) with the appropriate governmental agencies any federal, state, local and foreign Tax Returns required to be filed by it and has timely paid in full all Taxes due. All such Tax Returns were true and complete in all respects.

(ii) there are no filed Tax liens, and no contemplated Tax liens upon any properties or assets of the Company other than any statutory liens for Taxes not yet due and payable;

(iii) the Company has not waived any statute of limitations in respect of Taxes or executed or filed with any governmental authority any agreement extending the period for the assessment or collection of any Taxes, and it is not a party to any pending or threatened suit, action or proceeding by any governmental authority for the assessment or collection of Taxes;

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(iv) there is no unresolved claim by a governmental authority in any jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by such jurisdiction;

(v) the Company has timely withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other Person;

(vi) the unpaid Taxes of the Company (A) did not, as of the date of the Estimated 2006 Balance Sheet, exceed the reserve for Tax Liabilities (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Estimated 2006 Balance Sheet and (B) will not exceed that reserve, as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns;

(vii) since the date of its incorporation, the Company has always been a Subchapter S Corporation within the meaning of Section 1361(a)(1) of the Code.

(m)    Compliance with Applicable Laws. The Company is and has been in compliance with all Laws applicable to the Company or to the conduct of its business or operations or to the use of its properties or assets, including, without limitation, all Tax, ERISA, privacy, employment, environment and human rights Laws. The Company has not received written notice of any violation or alleged violation of any Law by the Company. To the knowledge of the Company, there is no pending or proposed legislation applicable to the Company or to the conduct of its business or operations that, if enacted, could reasonably be expected to have a Material Adverse Effect. No event has occurred and no circumstance exists that could reasonably be expected to constitute or result in (with or without notice or lapse of time or both) a violation of or failure to comply with (i) a material requirement of any Law by the Company or (ii) an order of any court with respect to which the Company or any of its assets or properties is subject.

(n)    Regulatory Permits . The Company possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(o)    Environmental Matters . To the Company’s knowledge, the Company is not in violation of any Environmental Law, and, to its knowledge, no material expenditures are or will be required in order to comply with any Environmental Law.

(p)    Absence of Certain Changes . Except as and to the extent set forth on Schedule 3.1(p) hereto, since October 30, 2006, the Company has not had any material adverse change in the business.

(q)    Brokers . Except as set forth on Schedule 3.1(q) hereto, no agent, broker, firm or other Person acting on behalf of the Company, or under the authority of any of the foregoing, is or shall be entitled to a brokerage commission, finder’s fee or similar payment in connection with any of the transactions contemplated hereby from the Company or Purchaser.

(r)    Disclosure . No representation or warranty made by the C