0001144204-07-046325 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 24th, 2007 • American Racing Capital, Inc. • Services-racing, including track operation • Nevada

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) dated this 20th day of August, 2007, by and among AMERICAN RACING CAPITAL, INC., a Nevada corporation (“ARC”), and MILLENNIUM MOTORSPORTS OF PENNSYLVANIA, a Pennsylvania company (the “Company”), and the Shareholder of the Company listed on Exhibit A attached hereto (the “Company Shareholder”).

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CONSULTING AGREEMENT
Consulting Agreement • August 24th, 2007 • American Racing Capital, Inc. • Services-racing, including track operation • Nevada

This Consulting Agreement (the “Agreement”) is entered into and made effective as of August 20, 2007 (the “Effective Date”) by and between American Racing Capital, Inc., a Nevada corporation (the “Company”), and Joseph Mattioli, III (“Consultant”).

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