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From IGN:

"Forza 3 will feature an all new graphics engine, with four times the texture resolution and 10 times the polys per car. It'll have 400 cars from 50 manufacturers that can race across 100 real-world tracks. New courses include Suzuka, Nürburgring Nordschleife and the Sebring International Raceway. New environments include the Montserrat region in Spain, the Amalfi Coast in Italy and the American Southwest. To give a sense of how much the visuals have improved, all 400 cars are being built with 10 times the polygons as Forza Motorsport 2."