SHAREHOLDERS' AGREEMENT

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 ”).

WHEREAS, the Corporation is authorized to issue Fifty-Five Million (55,000,000) shares of Common Stock, par value $0.01 per share (collectively the “ Common Stock ”).

WHEREAS, the Corporation shall issue One Thousand (1,000) Shares to the Shareholders upon the execution of this Agreement, and the issued and outstanding shares of Common Stock owned by Shareholders will be owned as set forth on the stock ledger of the Company and listed on Schedule A attached herein (the “ Shares ”).

WHEREAS, upon execution of the Agreement, the only issued and outstanding securities of the Corporation are the shares of Common Stock owned by the Shareholders, as set forth on Schedule A.

WHEREAS, the parties desire to enter into certain agreements to set forth certain rights and obligations among themselves and with the Corporation pertaining to the management, direction and operation of the Corporation.

WHEREAS, the parties have agreed that, upon the occurrence of certain events, as specified in this Agreement, that certain Shareholders or the Corporation shall have the right or be obligated to purchase the Shares of certain other Shareholders, and in connection therewith that certain limitations and restrictions should be placed upon the sale, transfer and/or encumbrance of the Shares owned by Shareholders.

NOW THEREFORE, in consideration of the aforesaid premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:

1.    RESTRICTIONS ON TRANSFER OF SHARES.

1.1.    Restrictions . Except as hereinafter expressly permitted by this Agreement (in Section 2 or otherwise) and subject to the terms hereof, no Shareholder shall, without the prior written consent of the Board of Directors,   directly or indirectly, exchange, sell, bequeath, pledge, mortgage, hypothecate, encumber, distribute, transfer (including any transfer pursuant to any foreclosure, assignment or default by a Shareholder under any financing agreement), give, assign or in any other manner whatsoever dispose or attempt to dispose of any Shares or any interest in Shares held by such Shareholder at any time; provided, however, that such prohibition shall be inapplicable with respect to purchases of Shares by the Corporation under the terms of any restricted stock purchase or similar agreements to which the Corporation and a Shareholder may be parties. Any transaction which violates the provisions of this Section 1 and which does not fully comply with the terms of this Agreement, shall be void and ineffective. A copy of this Agreement shall be kept at the principal place of business of the Corporation.

No Shareholder shall sell, transfer (including any transfer pursuant to any foreclosure, assignment or the default by any Shareholder under any financing agreement) or encumber any Shares, unless such Shareholder first provides notice to the Corporation of the manner and circumstances of the proposed transfer in reasonable detail, and a written opinion of counsel to the Corporation or other legal counsel who shall be reasonably satisfactory to the Corporation, addressed to the Corporation and reasonably satisfactory in form and substance to the Corporation’s counsel, to the effect that the proposed transfer of the Shares may be effected without registration under the Securities Act of 1933, as amended (the “ Securities Act ”) and applicable state securities laws, or other evidence acceptable to the Board of Directors that registration is not necessary. No Shareholder shall transfer any Shares to any person or entity of such person or entity or any of its Affiliates is reasonably believed by the Board of Directors to be a competitor of the Corporation.

1.2.    Stock Certificates . Upon the execution of this Agreement, the Corporation shall imprint upon each stock certificate representing Shares the following legend:

THIS CERTIFICATE IS SUBJECT TO THE PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT, DATED NOVEMBER 21, 2006, BY AND AMONG THE CORPORATION AND ITS SHAREHOLDERS NAMED THEREIN, THE ORIGINAL OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION.

Additionally, unless and until the Corporation has registered its stock under applicable securities law, or otherwise complied with applicable federal, state and/or local laws as to the sale or transfer of securities, each stock certificate issued or to be issued shall bear the following additional legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES FILED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION. TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH SECURITIES LAWS.

The parties hereto agree that all Shares of the Corporation not presently owned by the Shareholders, but hereafter issued to or acquired by the Shareholders, shall be subject to this Agreement and shall have endorsed thereon the above legends.

2.    RIGHT OF FIRST REFUSAL.

A Shareholder may sell or transfer all, or any portion, of such Shareholder’s Shares to any person or entity (the “ Transferee ”) pursuant to a bona fide, written, all cash offer (an “ Offer ”) without obtaining the consents set forth in this Section 2 if such transfer complies in all respects with this Section 2 and any other transfer requirement set forth in this Agreement. Such Shareholder (the “ Transferring Shareholder ”) shall deliver written notice (the “ Transfer Notice ”) to the Corporation and the other Shareholders (the “ Remaining Shareholders ”). The Transfer Notice shall set forth the exact terms of the Offer and the number of Shares which the Transferring Shareholder wishes to sell pursuant to the Offer (the “ Offered Shares ”), together with a copy of the Offer, and a statement of the desire of the Transferring Shareholder to sell the Offered Shares pursuant to the terms and conditions of the Offer. Thereafter, the Corporation, and if the Corporation fails to act as specified in this Section 2, the Remaining Shareholders, shall have the right and option to purchase all, or any portion, of the Offered Shares on the terms specified in the Offer and at the price equal the price specified in the Offer. If the Corporation desires to exercise its option, it shall give notice (the “ Counter Notice ”) to that effect to the Transferring Shareholder with a copy to the Remaining Shareholders within ten (10) days after receipt of the Transfer Notice. Any Counter Notice which is delivered after the expiration of such period shall be ineffective. Such Counter Notice shall set forth a date, not later than ten (10) days from the service of the Counter Notice, on which the Closing (as hereinafter defined) shall be held. By delivering a Counter Notice, the Corporation shall be deemed to have irrevocably agreed to purchase all of the Offered Shares. The Corporation’s rights under this Section 2 shall be assignable.

If the Corporation does not deliver a Counter Notice within such twenty (20) days, it shall give rise to an identical option in favor of the Remaining Shareholders to purchase, on the terms and at the price previously available to the Corporation, all, or any portion, of the Offered Shares. If a Remaining Shareholder desires to exercise such Remaining Shareholder’s option, such Remaining Shareholder shall have a period of twenty (20) days from the expiration of the time in which the Shareholders’ Counter Notice could have been served, to give such Remaining Shareholder’s Counter Notice (the “ Shareholder Counter Notice ”) to the Shareholders and the Corporation. Any Shareholder Counter Notice which is delivered after the expiration of such period shall be ineffective. The Shareholder Counter Notice shall set forth a date, not later than thirty (30) days from the service of such Shareholder Counter Notice, on which the Closing shall be held. By delivering a Shareholder Counter Notice, a Remaining Shareholder shall be deemed to have irrevocably agreed to purchase a pro rata number of Offered Shares so that all Remaining Shareholders delivering a Shareholder Counter Notice shall maintain their relative proportion of Share ownership as among themselves. If more than one Remaining Shareholder delivers a timely Shareholder Counter Notice, then such Remaining Shareholders shall purchase the Offered Shares at a Closing on the latest date specified in any such Shareholder Counter Notice. The Remaining Shareholders may purchase all of the Offered Shares but may not individually or together purchase less than all of the Offered Shares.

In the event that none of the Remaining Shareholders or the Corporation exercises his, her or its respective option to purchase all of the Offered Shares as set forth above or timely deliver notice of their intention to do so, then, within sixty (60) days from the expiration of the Shareholder Counter Notice option period, the Offered Shares may be sold, assigned or transferred by the Transferring Shareholder in accordance with the terms of the Offer; provided that (i) the Shares of the Transferring Shareholder shall in the hands of the Transferee remain subject to the terms and conditions of this Agreement and (ii) the Offered Shares may not be transferred to any person or entity that the Board of Directors in good faith deems to be a competitor of the Corporation. If for any reason no such transfer shall take place within such sixty (60) day period, the Offered Shares shall remain subject to this Agreement and any further offer or sale must be made in accordance with the provisions of this Agreement.

Notwithstanding the terms of this Section 2, except with the consent of the Board of Directors, no Shareholder shall be permitted to be a Transferring Shareholder if any Common Stock held by him, her of it is subject to a right of repurchase under a restricted stock purchase or similar agreement between such Shareholder and the Corporation. Notwithstanding the terms of this Section 2,   the provisions of this Section 2 shall be inapplicable with respect to any sale or transfer by any Shareholder under Section 3 who is “tagging along” or being “dragged along.”

3.    TAG ALONG; DRAG ALONG.

3.1.    Tag Along . If any Transferring Shareholder elects to sell such Shareholder’s Shares under Section 3 to an unaffiliated third party and neither the Corporation nor any Remaining Shareholder is the purchaser and such shares represent more than fifty percent (50%)   of the Corporation’s outstanding shares, then all of the Shareholders shall have the right and option to sell all of their Shares which are not then subject to a right of repurchase under a restricted stock purchase or similar agreement at the same price per share and on the same terms on which the Transferring Shareholder sells such Transferring Shareholder’s Shares under this Section 3; and in such case, no Transferring Shareholder may sell any of such Transferring Shareholder’s Shares under this Section 3, unless all Shareholders have the right and option to sell all of their Shares which are not then subject to a right of repurchase under a restricted stock purchase or similar agreement at the same price per Share and on the same terms and conditions. Notwithstanding the foregoing, the terms of this Section 3.1 shall be inapplicable to any transfer under Section 2 to a Shareholder or the Corporation. The Transferring Shareholder shall provide to the other Shareholders complete definitive documentation of such a proposed sale at least twenty (20) business days prior to any such sale; and the other Shareholders may only exercise such right and option by delivering irrevocable and unconditional notice of their intent to do so within ten (10) business days prior to such sale. In any such event, all Shareholders shall vote in favor of such transaction and enter into all agreements necessary to effectuate the same and act in all other respects in order to effectuate the same, and not assert any dissenters’ or similar rights. Notwithstanding anything herein to the contrary, in the event of a sale under this Section, no Shareholder shall be required to provide indemnification which (i) is not several in nature, or (ii) allows liability in excess of the amount of net proceeds actually received by such Shareholder.

4.    INVOLUNTARY TRANSFERS.

Upon any Involuntary Transfer (as hereinafter defined) of any Shares by any Shareholder, (i) such Shareholder shall be deemed to have as