<PAGE>   1
                                                                EXHIBIT 10.2








                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


                                     AMONG

                              KAISER VENTURES INC.
                                   (SELLER),

                      THE CALIFORNIA SPEEDWAY CORPORATION.
                                    (BUYER)

                                      AND

                            PENSKE MOTORSPORTS, INC.
                                     (PMI)


                            DATED:  OCTOBER 8, 1996





<PAGE>   2


                                     INDEX


<TABLE>
<CAPTION>
  ITEM                                                               PAGE NO.
---------                                                            --------
<S>        <C>                                                       <C>
ARTICLE 1  RECITALS...................................................      1
   1.1     ...........................................................      1
   1.2     ...........................................................      1

ARTICLE 2  AGREEMENT OF PURCHASE AND SALE.............................      1
   2.1     Purchase Price.............................................      1
   2.2     Payment of Purchase Price..................................      2
   2.3     Conditional Demand Registration Rights Agreement...........      3

ARTICLE 3  ESCROW.....................................................      3
   3.1     Opening of Escrow..........................................      3
   3.2     Delivery of Documents to Escrow............................      3
   3.3     Close of Escrow............................................      4

ARTICLE 4  REVIEW OF CONDITION OF TITLE...............................      4

ARTICLE 5  ADDITIONAL COVENANTS AND AGREEMENTS........................      5
   5.1     Cooperation................................................      5
   5.2     Federal and State Withholding Requirements.................      6
   5.3     Shareholder's Agreement....................................      6
   5.4     Registration Rights Agreement..............................      6

ARTICLE 6  POST AGREEMENT AND POST CLOSING OBLIGATIONS................      6
   6.1     Improvements...............................................      6
   6.2     Buyer's Compliance with Environmental Laws and             
           Indemnification for Noncompliance..........................      8
   6.3     Sewer Service..............................................      9
   6.4     Covenant to Cooperate, Easement and Access.................      9
   6.5     Hazardous Materials........................................     10

ARTICLE 7  ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES............     14
   7.1     Buyer's Acknowledgments, Representations and Warranties....     14
   7.2     Seller's Acknowledgments, Representations and Warranties...     17

ARTICLE 8  THE CLOSE OF ESCROW........................................     18
   8.1     Conditions and Close of Escrow.............................     18
   8.2     Termination Based on Failure to Close by Closing Date......     20
   8.3     Prorations.................................................     21
   8.4     Seller's Fees and Costs....................................     21
   8.5     Buyer's Fees and Costs.....................................     21

ARTICLE 9  REMEDIES...................................................     21
   9.1     Seller's Remedies..........................................     21
</TABLE>



                                      i
<PAGE>   3


                               INDEX - CONTINUED

 ITEM                                                                   PAGE NO.
--------                                                                -------
  9.2       Buyers Remedies............................................   21
  9.3       Right of First Refusal After Seller's Default..............   21
  9.4       Dispute Resolution.........................................   23
                                                                       
ARTICLE 10  GENERAL PROVISIONS........................................    24
  10.1      PMI as a Party to this Agreement...........................   24
  10.2      Time of the Essence and Strict Construction................   24
  10.3      Notice and Demands.........................................   24
  10.4      Captions for Convenience...................................   25
  10.5      Severability...............................................   25
  10.6      Governing Law..............................................   25
  10.7      No Oral Amendment or Modification..........................   25
  10.8      Relationship of Seller and Buyer...........................   26
  10.9      Attorneys' Fees............................................   26
  10.10     Amended and Successor Statutes and Regulations.............   26
  10.11     Entire Agreement...........................................   26
  10.12     Exhibits and Schedules.....................................   26
  10.13     Successors and Assigns.....................................   26
  10.14     Eminent Domain.............................................   27
  10.15     Recordation................................................   27
  10.16     Resolution of Any Claim for Payment by One Party to Another   27
  10.17     Counterparts...............................................   27
                                                                       
EXHIBIT "A"  Conditional Demand Registration Rights Agreement (Section 3.2.3)

EXHIBIT "B"  Grant Deed (Section 3.2)

EXHIBIT "C"  Investor Representation Certificate (Section 3.2)

                                      ii
<PAGE>   4


                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

     This PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS ("AGREEMENT") is made and
entered into effective the 8th day of October, 1996 ("EFFECTIVE DATE"), by and
among Kaiser Ventures Inc., a Delaware corporation ("SELLER"), The California
Speedway Corporation, a Delaware corporation("BUYER"), and Penske Motorsports,
Inc., a Delaware corporation ("PMI"), to the limited extent expressly provided
herein, with reference to the facts set forth below.  Buyer and Seller are
sometimes referred to herein collectively as the "PARTIES" or individually as a
"PARTY."

                                   ARTICLE 1
                                   RECITALS

     1.1 Seller is the owner of that certain real property, situated in the
County of San Bernardino, State of California, described as Parcels 1, 2 and 3
of Parcel Map No 14723, as per map recorded in Book 179 of Parcel Maps, pages 9
through 13 inclusive of Maps in the office of the County Recorder of said
county (the "PROPERTY").

     1.2 Buyer is a wholly owned subsidiary of PMI.  PMI is a party to this
Agreement only to the extent expressly specified herein.

     1.3 Seller desires to sell the Property to Buyer upon the terms and
conditions set forth in this Agreement and Buyer desires to purchase the
Property as set forth herein.

     NOW THEREFORE, in consideration of the mutual agreements set forth herein
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

                                   ARTICLE 2
                         AGREEMENT OF PURCHASE AND SALE

     2.1 PURCHASE PRICE.  Subject to the terms and conditions of this
Agreement, Buyer hereby agrees to purchase the Property from Seller and Seller
hereby agrees to sell the Property 




                                      1
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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

to Buyer.  The purchase price ("PURCHASE PRICE") for the Property is Thirteen 
Million, Three Hundred Fifty-Two Thousand One Hundred Seventy Dollars 
($13,352,170.00).  The Purchase Price shall be in the form of Five Million 
Dollars ($5,000,000.00) in cash and Eight Million, Three Hundred Fifty-Two 
Thousand One Hundred Seventy Dollars ($8,352,170.00) in the $.01 par value 
common stock of PMI.  The number of shares of PMI's common stock to be issued 
to Seller shall be determined by taking the average of the Bid and Ask Price 
for the thirty calendar days prior to October 7, 1996, and determining an 
average per share price for said thirty (30) day period and dividing such
average per share price into Eight Million Three Hundred Fifty-Two Thousand One
Hundred Seventy Dollars ($8,352,170.00) rounded to the nearest whole share (the
"PMI STOCK").

     2.2 PAYMENT OF PURCHASE PRICE.  The cash portion of the Purchase Price
shall be paid in good funds and other consideration in accordance with the
provisions set forth herein.  The portion of the Purchase Price payable in PMI
Stock shall be satisfied by the delivery of a stock certificate in the name of
Seller denominated in the number of shares of PMI Stock computed in accordance
with Section 2.1.  Seller acknowledges and agrees the PMI Stock shall be
restricted stock and subject to the restrictions, and restrictive legends,
described in Section 5.3 below and elsewhere in this Agreement and as provided
on the stock certificates for PMI shares currently held by Seller.

        2.2.1 DEPOSIT.  Upon the opening of escrow in accordance with Section 
3.1 below, Buyer shall deposit into Escrow (as defined below) the amount of 
Fifty Thousand Dollars ($50,000.00) (the "CASH DEPOSIT").  The Cash Deposit 
shall be credited and applied to the cash portion of the Purchase Price at the
Close of Escrow.

        2.2.2 BALANCE OF PAYMENT.  On or before one business day prior to the
Closing Date, Buyer shall deposit the balance of the cash portion of the
Purchase Price in the amount of Four Million, Nine Hundred Fifty Thousand
Dollars ($4,950,000.00) into Escrow, which shall be released to Seller
immediately on the Close of Escrow.  On or before one business day prior to the
Closing Date, Buyer or PMI shall also deposit into Escrow a stock certificate
in the name of Seller for the PMI Stock, as determined in Section 2.1, which
shall also be released to Seller immediately on the Close of Escrow.


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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



     2.3 CONDITIONAL DEMAND REGISTRATION RIGHTS AGREEMENT.  As additional
consideration for the sale of the Property, on or before one business day prior
to the Closing Date, PMI agrees to enter into and deposit into Escrow a
Conditional Demand Registration Rights Agreement in the form attached hereto as
Exhibit "A", which shall be released to Seller immediately on the Close of
Escrow.


                                   ARTICLE  3
                                     ESCROW

     3.1 OPENING OF ESCROW.  Within two business days after the Effective Date
of this Agreement, Buyer, Seller and PMI shall open escrow (the "ESCROW") by
depositing with Chicago Title Insurance Company, San Bernardino office ("ESCROW
AGENT") a fully executed original of this Agreement for use as escrow
instructions and Escrow Agent shall execute the consent of Escrow Agent which
appears at the end of this Agreement and deliver a fully executed consent to
Buyer, Seller and PMI.  If Escrow Agent requires additional instructions, the
parties agree to deliver into Escrow any such deletions, substitutions and
additions which do not materially alter the terms of this Agreement.  If there
is any conflict between the provisions of this Agreement and any additional or
supplementary Escrow instructions, the terms of this Agreement shall control.

     3.2 DELIVERY OF DOCUMENTS TO ESCROW.

         3.2.1 DEPOSIT OF GRANT DEED.  On or before one business day prior to 
the Close of Escrow, Seller shall sign, acknowledge and deposit into Escrow a
grant deed in the form attached hereto as Exhibit "B" and incorporated herein
(the "GRANT DEED") conveying the property to Buyer.  Provided that all terms
and conditions of this Agreement have been satisfied, on the Close of Escrow,   
Escrow Agent shall immediately record the Grant Deed on behalf of Buyer.

         3.2.2 DEPOSIT OF INVESTOR REPRESENTATION CERTIFICATE.  On or before 
one day prior to the Close of Escrow, Seller shall also deposit into Escrow the
Investor Representation 

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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


Certificate in the form attached hereto as Exhibit "C" and incorporated herein 
which shall be released to Buyer immediately on Close of Escrow.



         3.2.3 DEPOSIT OF CONDITIONAL DEMAND REGISTRATION RIGHTS AGREEMENT.  On
or before one day prior to the Close of Escrow, PMI shall sign and deposit into
Escrow two originals of the Conditional Demand  Registration Rights Agreement
in the form attached hereto as Exhibit "A" and incorporated herein.  On the
Close of Escrow, Seller shall execute the Conditional Demand Registration
Rights Agreements and one shall be immediately delivered to Seller and the
other shall be immediately delivered to Buyer.
                                                                              

         3.2.4. DEPOSIT OF OTHER DOCUMENTS.  On or before one day prior to the
Close of Escrow, Seller, PMI and/or Buyer shall execute, acknowledge,   
deliver, and deposit into Escrow, as applicable, any document required by the
Escrow Agent in order to convey title to Buyer as contemplated herein and to
otherwise carry out the terms of this Agreement.


     3.3 CLOSE OF ESCROW.  Unless the parties mutually agree in writing upon a
different Closing Date, Escrow shall close on or before December 31, 1996 (the
"CLOSE OF ESCROW" or the "CLOSING DATE"), subject to the satisfaction or waiver
of the conditions described in Section 8.1.

                                   ARTICLE 4
                          REVIEW OF CONDITION OF TITLE

     Seller shall within ten (10) days after the Effective Date deliver to
Buyer a copy of a Preliminary Title Report ("PRELIMINARY REPORT"), prepared by
Chicago Title Insurance Company (the "TITLE COMPANY") with respect to the
Property containing such exceptions as the Title Company would specify in the
title policy, along with copies of all recorded documents, and other matters,
referenced in the Preliminary Report and platted easements.  Buyer shall
deliver notice of disapproval of any exception or other title matter to Seller
in writing on or before the end of a twenty-one (21) day period ("REVIEW
PERIOD") commencing with the later of the Effective Date or receipt of the
Preliminary Report and a copy of all recorded documents referenced in the
Preliminary Report.  If Buyer fails to notify Seller within the Review Period
that Buyer disapproves of any such exceptions to title, Buyer shall be deemed
to have approved the condition of title to the Property.  If Buyer objects to
any exception(s) to title, and such 

                                      4
<PAGE>   8

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


exception is capable of being removed by the payment of money by Seller
("CURABLE EXCEPTION"), except as noted below, Seller shall have ten (10)
calendar days after receipt of Buyer's objection to any exception to title, to
notify Buyer in writing that Seller shall either (a) cause any disapproved
exception(s) to be removed from title by the Closing of Escrow, or (b) obtain,
at Seller's expense, an endorsement to the Title Policy insuring Buyer against
loss by reason of such disapproved exception, acceptable to Buyer in Buyer's
sole and absolute discretion (in which case, Seller may extend the Closing of
Escrow for such period as shall be required to effect such cure or the issuance
of such title endorsement, but not beyond ten (10) calendar days). 
Notwithstanding the foregoing, however, Seller shall not be obligated to cause,
or pay a total amount in excess of One Hundred Thousand Dollars ($100,000) for,
the removal or cure of any disapproved exception(s) to title or the obtaining
of any endorsements to the Title Policy.  If any title exception disapproved by
Buyer is not a Curable Exception or is a Curable  Exception but the total
cumulative amount to cure the Curable Exception(s)  exceeds One Hundred
Thousand Dollars ($100,000), Buyer shall have ten (10) calendar days after
Seller informs Buyer in writing that any disapproved exception is not a
Curable Exception or will cost more than a total of One Hundred Thousand
Dollars ($100,000) in which to notify Seller that (i) Buyer revokes its
disapproval of such exception(s) and will proceed with the purchase without any
reduction in the Purchase Price and take title to the Property subject to such
exception(s) or (ii) Buyer will terminate this Agreement without liability to
Seller.  As used herein, "PERMITTED EXCEPTIONS" means those exceptions
specified in the Preliminary Report and which Buyer has, in its discretion,
accepted in accordance with the foregoing procedure.

                                   ARTICLE 5
                      ADDITIONAL COVENANTS AND AGREEMENTS

     5.1 COOPERATION.  Buyer, Seller and PMI acknowledge that it may be
necessary to execute documents other than those specifically referred to herein
in order to complete the acquisition of the Property on the terms and
conditions contemplated by this Agreement.  Buyer, Seller and PMI hereby agree
to cooperate with each other by executing, acknowledging, delivering, and
recording such other documents or taking such other action as may be reasonably
necessary or appropriate to complete this transaction in accordance with the
intent of the parties as evidenced in this Agreement.


                                      5
<PAGE>   9
                  PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


     5.2 FEDERAL AND STATE WITHHOLDING REQUIREMENTS.  The parties agree to
comply with the requirements of Section 1445 of the Internal Revenue Code,
California withholding requirements, and any regulations promulgated
thereunder.

     5.3 SHAREHOLDER'S AGREEMENT.  Each of PMI and Seller agree that they have
each executed and delivered a Shareholder's Agreement dated as of November 22,
1995, as amended (the "SHAREHOLDERS AGREEMENT"), which, Shareholders Agreement
contains among other things, certain restrictions on the shares of PMI's common
stock owned by each of PMI and Seller.  PMI and Seller hereby agree that the
Shareholders' Agreement is amended so that the defined term "STOCK" in the
Shareholder's Agreement includes for all purposes the PMI Stock issued by PMI
to Seller pursuant to this Agreement.  In addition, the first portion of the
second sentence of Section 1.2 of the Shareholders Agreement shall be amended
to read "In addition, there shall be no restriction on a Party pledging its
Stock to a bona fide third party as collateral for a loan, bond, financial
assurance or other similar borrowing, potential borrowing, or obligation;
provided ..."  A bona fide party shall be a party other than Seller or an
affiliate or Seller.



     5.4 REGISTRATION RIGHTS AGREEMENT.  Each of PMI and Seller agree that they
have each executed and delivered a Registration Rights Agreement dated as of
March 21, 1996, which Registration Rights Agreement grants among other things,
Seller certain "piggyback" registration rights with regard to PMI's common
stock owned by Seller.  PMI and Seller hereby agree that the Registration
Rights Agreement is amended so that the defined term "SHARES" in the
Registration Rights Agreement includes for all purposes the PMI Stock issued by
PMI to Seller pursuant to this Agreement.



                                   ARTICLE 6
                  POST AGREEMENT AND POST CLOSING OBLIGATIONS

     6.1 IMPROVEMENTS.  Seller shall have no liability or responsibility for
improvements on-site or off-site (except for agreed upon sewer improvements and
the costs related thereto as is more particularly set forth in Section 6.3) for
the benefit of the Property after the Effective Date; provided, however, Seller
shall have the continuing obligation to remediate or remove Hazardous Materials
on the Property, if any, as described in Section 6.5.


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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




        6.1.1 BUYER'S IMPROVEMENTS.  Buyer desires to commence construction of
certain improvements associated with The California Speedway project on or
adjoining the Property ("BUYER'S IMPROVEMENTS") prior to the Closing Date.  As
of the Effective Date Seller hereby grants Buyer an irrevocable license until
January 1, 1997, to construct and maintain Buyer's Improvements on or
associated with the Property.  No fee shall be payable by Buyer for the
license.  Buyer's Improvements will be constructed and maintained at Buyer's
sole cost and expense.  Should Seller not consummate the sale of the Property
to Buyer as provided herein on or before December 31, 1996, the license shall
be revocable by Seller in whole or in part, but shall continue until such time
as Seller in good faith reasonably determines that a removal of all or any
portion of Buyer's Improvements is desirable to market or develop all or any
portion of the Property.  Accordingly, in the event the sale of the Property to
Buyer is not consummated on or before midnight, December 31, 1996, should
Seller so determine, upon Seller's written notice to Buyer, Buyer, at its
expense, shall immediately remove Buyer's Improvements as necessary or
appropriate and restore the Property to substantially its condition prior to
the installation of Buyer's Improvements.  During the period of the license,
Buyer shall maintain insurance covering the Buyer's Improvements, including 
liability insurance, in amounts and from carriers as reasonably requested by 
Seller naming Seller as an additional insured.  Buyer shall promptly pay all 
contractors and subcontractors involved in the construction or maintenance of 
the Buyer's Improvements except that Buyer may in good faith dispute any 
portion of any bill or invoice associated with the construction or maintenance 
of the Buyer's Improvements.  Buyer shall permit no liens or encumbrances to be
placed on the Property (unless Buyer provides to Seller or the Title Company 
payment bonds covering the same and pending the outcome of the dispute).  
Buyer shall indemnify, defend, and hold Seller and its officers, directors, 
shareholders, partners, employees, affiliates, and assigns (collectively the 
"SELLER INDEMNIFIED PARTIES") harmless from and against all liability, 
obligations, claims, damages, penalties, losses, causes of action, costs, and 
expenses (including attorneys' fees, expert witness fees, consulting and other 
professional fees) imposed upon, incurred by or asserted against the Seller 
Indemnified Parties as a result of Buyer's Improvements including, without 
limitation, the construction and/or maintenance Buyer's Improvement, or 
Buyer's, its agents or other third party actions on the Property.


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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




          6.1.2 FEES.  Except as otherwise expressed or provided herein and if
the Property is sold to Buyer as provided, herein, from and after the Effective
Date, Buyer shall be responsible for and obligated to pay all fees, assessments,
special taxes or in-lieu fees encumbering or other use related to the Property
or required by any governmental agency, assessment district, community
facilities district, fee district or any other similar entity for or in
connection with the improvement of the Property.



          6.1.3 NO OBLIGATION FOR OTHER IMPROVEMENTS.  Seller is not obligated
in any way to construct any improvements on the Property.  Buyer shall have the
sole responsibility for processing approvals and construction of any and all
improvements on the Property. All expenses, responsibilities, and conditions
associated with governmental approvals for the development of the Property shall
be assumed by and be the sole responsibility of Buyer from and after the Closing
Date; provided, however, that all such expenses prior to the Closing Date shall
also be the responsibility of Buyer to the extent they are imposed directly as a
result of the construction and maintenance of Buyer's Improvements.

     6.2 BUYER'S COMPLIANCE WITH ENVIRONMENTAL LAWS AND INDEMNIFICATION FOR
NONCOMPLIANCE.  During the term of the license granted in Section 6.1.1, Buyer
specifically covenants and agrees to timely and fully comply with all
applicable Environmental Laws (as defined in Section 6.5.2), and shall not
allow the contamination of the Property (including, but not limited to, any
building, surrounding property, the surface, subsurface, water and air) with
Hazardous Materials.  Furthermore, Buyer shall not, nor shall it allow any of
its agents to, use, store, handle or treat Hazardous Materials on the Property
except in full compliance with Environmental Laws.  Buyer shall indemnify, 
defend, and hold the Seller Indemnified Parties harmless from and against all 
liability, obligations, claims, damages, penalties, losses, causes of action, 
costs, and expenses (including attorneys' fees, expert witness fees, consulting
and other professional fees) imposed upon incurred by or asserted against the 
Seller Indemnified Parties as a result of any violation or asserted violation 
of or failure to timely or fully comply with Environmental Laws by Buyer, or 
its  agents or as a result of any contamination to the Property or other 
property (including, but not limited to, improvements, surface, subsurface 
water and air) or any allegations related thereto.


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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



     6.3 SEWER SERVICE.  Seller, or a wholly owned subsidiary of Seller, will
provide sewer service to the Property subject to and in accordance with that
certain Sewer Services Agreement dated November 21, 1995, between Seller and
Speedway Development Corporation (which corporation merged into The California
Speedway Corporation), except that the charge for such service shall be
determined by mutual agreement at the time Buyer's development plans for the
Property have been completed and prior to the start of construction of the
improvements contemplated in the development plans.  The Sewer Services
Agreement shall be deemed amended to include the obligations specified in this
Section 6.3.  In the event Buyer and Seller are unable to reach a mutual
agreement on the additional sewer service charges, Buyer and Seller shall
submit such dispute to the dispute resolution procedures specified in Section
9.4.  For example, if the Property is used for parking to serve the seating
currently planned for Phase 1 for The California Speedway (approximately 70,000
seats), there will be no anticipated increase in sewer usage.  However, if a
museum is placed on the Property, there may be increased usage of the sewer
service resulting in the need to negotiate a new sewer service charge.  Should
the sewer plant existing at that time not serve or have enough capacity to
serve the Property, and Buyer determines it wants the service provided by
Seller, Buyer shall pay all costs necessary to serve and increase the capacity
of the sewer system and plant and its ability to handle the resulting influent
and effluent.  In the event Buyer should at any time modify the development on
the Property or increase its use so that the sewer system and plant may be
impacted, the Parties shall again in good faith negotiate the charge for sewer
service in accordance with the procedures set forth in this Section 6.3.



     6.4 COVENANT TO COOPERATE, EASEMENTS AND ACCESS.  Seller and Buyer
acknowledge that each owns property other than the Property within the area
that is generally known as the former Kaiser Mill Site.  Seller and Buyer agree
to cooperate with each other to effect the development of their respective
properties so long as that cooperation does not materially adversely affect the
cooperating Party's property, in the reasonable determination of the
cooperating Party. The Property, at no cost to Seller, shall be burdened with
appropriate access and right of way easements for the benefit of Seller and its
subsidiaries, as and if such easements shall be mutually agreed upon by Buyer
and Seller.  In addition, Seller and its subsidiaries shall have the right,
without cost, to use any existing or future easement on or adjoining the
Property dedicated for any utility use (i.e., a use related to water, sewer,
gas,


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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


electricity, telephone, fiber optics, etc., but public access or a street would
not be a utility use) provided that Seller shall be responsible for all the 
costs of restoring the Property in substantially the same condition as prior to
the use of any utility easement.  In no event shall Seller's exercise of any 
utility easement materially interfere with Buyer's use of the Property.  
Seller, its subsidiaries and their authorized representatives shall have 
access across or on the Property for the limited purposes of installing, 
maintaining or monitoring any utilities, the water system, the By-Products Area
Cap, groundwater monitoring wells or any other similar item and such other 
items as may be mutually agreed upon by Seller and Buyer.


     6.5 HAZARDOUS MATERIALS.


          6.5.1 HAZARDOUS MATERIALS DEFINED.  For the purposes of this
Agreement, "Hazardous Materials" shall mean and refer to any material or
substance which as of the Closing Date is (i) defined or listed as a "hazardous
waste", "extremely hazardous waste", "restrictive hazardous waste", "hazardous
substance", "hazardous material", "hazardous chemical", "extremely hazardous
substance", "toxic substance", "toxic pollutant", "pollutant", "pollution",
"regulated substance", "pesticide", "contaminant", "hazardous air pollutant", or
words of similar import, or considered a waste, condition of pollution, or
nuisance, pursuant to the laws of California and/or the United States; (ii)
gasoline, diesel fuel, oil, used oil, petroleum, or a petroleum product or
fraction thereof; (iii) asbestos and asbestos-containing construction materials
as defined by federal or state law, by weight, of asbestos; (iv) substances
known by the State of California or the United States to cause cancer and/or
reproductive toxicity; (v) toxic, corrosive, flammable, infectious, radioactive,
mutagenic, explosive or otherwise hazardous substances which are or become
regulated by any governmental agency or instrumentality of the United States, or
any state or any political subdivision thereof; (vi) polychlorinated biphenyls
(PCBs); (vii) urea formaldehyde foam insulation; (viii) all hazardous air
pollutants or materials known to cause serious health effects (including,
without limitation, volatile hydrocarbons, pesticides, herbicides and industrial
solvents); and/or (ix) substances which constitute a material health, safety or
environmental risk to any Person or property.  It is the intent of the Parties
hereto to construe the term "Hazardous Materials" in its broadest sense.



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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




        6.5.2 ENVIRONMENTAL LAWS DEFINED.  For purpose of this Agreement the 
term Environmental Law means any Federal, State or local law, statute, 
ordinance or regulation pertaining to health, industrial hygiene or
environmental conditions existing as of the Closing Date, including, but not by
way of limitation, (a) the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 ("CERCLA"), (b) the Resource Conservation and
Recovery Act of 1976 ("RCRA"), (c) California Health and Safety Code Sections
25100 et seq., (d) the Safe Drinking Water and Toxic Enforcement Act of 1986,
(e) the Federal Water Pollution Control Act, (f) the Porter-Cologne Water
Quality Control Act, (g) California Civil Code Sections 3479 et seq., and (h)
Federal and State Occupational Safety and Health Acts and the regulations and
administrative codes applicable thereto.
        


        6.5.3 SELLER'S OBLIGATION TO REMOVE.  Seller has previously entered 
into a Consent Order dated August 22, 1988 (the "CONSENT ORDER") with the State
of California Department of Health Services, now known as the California
Department of Toxic Substances Control ("DTSC").  Pursuant to the Consent Order
and under the supervision of the DTSC, Seller has remediated what is known as
Operable Unit No. 2, which operable unit includes most of the Property.  Seller
has received a clearance letter from the DTSC dated September 26, 1995, stating
that no further remediation is necessary with respect to Operable Unit No. 2
and a site certification dated October 26, 1995, from the DTSC regarding
completion of remedial action plans for such Operable Unit.  However, during
the construction of The California Speedway and during the remediation of
impacted soils on property formerly leased to a bankrupt tenant of Seller, a
limited amount of soils impacted by Hazardous Materials were discovered,
removed, and stockpiled on the Property (the "IMPACTED SOILS").  The Impacted
Soils will be removed in accordance with all applicable laws and without
causing contamination of any kind to the Property or the property of third
parties by Seller, at its sole cost and expense, as soon as reasonably possible
but no later than prior to the Close of Escrow.  In addition, and subject to
the limitations described below, Seller shall assume liability (including
indemnifying and holding Buyer harmless) ("SELLER'S ENVIRONMENTAL
RESPONSIBILITIES") for claims by any third party (including, without
limitation, any order or 
        

                                      11
<PAGE>   15

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


directive of any governmental agency), whether such claim is made against Buyer
or Seller, for or relating to (a) any violation of any Environmental Laws
occurring at the Property during Seller's ownership of the Property (except any
violation of Environmental Laws committed by Buyer, or its  agents); or (b) any
environmental contamination or conditions occurring  at the Property during
Seller's ownership of the Property requiring  remediation, unless such
environmental contamination or conditions were as a result of Buyer's, or its
agents activities or conduct or, including, without limitation, subject to the
before described exceptions in all cases:  (1) contamination or conditions that
originated at the Property during Seller's ownership of the Property; and (2)
contamination or conditions that originated at any location on the Property
during Seller's ownership of the Property and that migrated from the Property
prior or subsequent to Closing; and (3) contamination or conditions originating
off the Property that have come to be located at the Property during Seller's
ownership of the Property and that migrate from the Property prior or
subsequent to the Close of Escrow.  Seller shall have the exclusive right at
all times to defend, settle, appeal, compromise, arbitrate or negotiate any
claim and action and any remedial measures proposed or required by any
governmental entity or other third party and to take or cause to be taken any
such remedial measures ultimately determined to be required with respect to
Seller's Environmental Responsibilities.  Such remedial measures may include,
without limitation:  (a) sampling, laboratory testing and analysis of
environmental media; (b) contracting for and monitoring of remedial work; (c)
preparation and filing of all documents required by local, state and federal
environmental agencies having jurisdiction; and/or (d) the reasonable
restriction on use as described herein; provided, however all such remedial
measures shall be deemed to include the restoration of the Property in all
material respects to its condition (excluding the condition requiring remedial
work) immediately preceding such remedial work.  Buyer agrees that Buyer shall
not intervene, interfere with, or participate in any of the foregoing
activities without Seller's express written consent, which consent shall not be
unreasonably withheld or delayed; provided, however, that if Seller fails to
timely engage in such activities, Buyer may reasonably defend, settle, appeal,
compromise, arbitrate or negotiate any remedial measures proposed or required
by any governmental entity and to take or cause to be taken any such remedial
measures ultimately determined to be required with respect to Seller's
Environmental Responsibilities following written notice by Buyer to Seller (if
circumstances reasonably permit such written notice) and Seller fails to timely
undertake such activities in accordance with a schedule acceptable to the
        
                                      12

<PAGE>   16

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

appropriate regulatory agency or third party.  Buyer agrees, however, to
cooperate reasonably in any such activities at the request of Seller, including
without limitation, (x) joining in the execution of any documents required by
governmental authorities to be executed by Buyer as the owner of the Property
(unless Buyer reasonably objects to the contents of any such documents); and
(y) allowing Seller and Seller's agents, subcontractors and designees to have
access to and across the Property at reasonable times in order to carry out
Seller's Environmental Responsibilities hereunder, provided that Seller and any 
such agents, subcontractors, and designees provide evidence of adequate general
liability insurance prior to entering the Property.



        Notwithstanding the foregoing, Seller shall only be obligated to
remediate any Hazardous Materials on the Property existing on the Closing Date,
except those attributable to Buyer, its agents, and their activities, to
industrial standards and not residential standards as reasonably determined by
the DTSC. In connection therewith, if the reasonable estimated cost for
remediation and restoration of the Property or any portion thereof will exceed
Five Hundred Thousand Dollars ($500,000) on a cumulative basis, upon Seller's
and Buyer's mutual agreement, Buyer will execute, acknowledge and deliver to
the DTSC a "Covenant to Restrict Use of Property" which is a deed restriction
which provides generally that the Property or a portion thereof can not be used
for the following purposes: (i) a residence, including any mobile home or
factory-built housing, constructed or installed for use as permanently occupied
residential human habitation; (ii) a long-term care hospital for humans,
provided that nothing therein shall restrict use of the Property for any
infirmary, medical aid station or emergency medical care facility where there
is no intent for any patient to remain in such facility for more than 24 hours;
(iii) a traditional public or private school for persons under 21 years of age,
provided that nothing therein shall restrict the use of the Property for any
specialized training programs related to then-existing facilities on the
Property; or (iv) a day-care center for children, and containing such other
terms and conditions typically required by the DTSC, and such additional terms
and conditions that do not materially adversely interfere with the development
of the Property.  Buyer shall not unreasonably withhold its agreement or
consent to Seller's request for a "Covenant to Restrict Use of Project" as
provided herein; provided, however, Buyer shall not be deemed to have
unreasonably withheld its consent or agreement if any restriction that would be
imposed pursuant to the "Covenant to Restrict Use of Property" 

                                      13

<PAGE>   17

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

would prohibit or unreasonably interfere with a use of the Property that is
reasonably related to the development and operation of a motorsports speedway. 
Should Buyer not agree to provide an executed and acknowledged "Covenant to
Restrict Use of Project" upon Seller's request, the Parties shall use the       
dispute resolution procedures described in Section 9.4 of this Agreement to
resolve such dispute.
                                                               
     6.5.4 SELLER'S RIGHT TO TERMINATE.  Should any Seller Environmental
Responsibilities, other than the removal of the Impacted Soil, be discovered
prior to the Close of Escrow which would cause Seller to be liable for or incur
expenses on a cumulative basis in excess of Five Hundred Thousand Dollars
($500,000), Seller shall have the right to terminate this Agreement, and except
for each Party's obligations to indemnify the other as provided herein and
except for the license to construct and maintain the Buyer's Improvements as 
specified in Section 6.1.1, the respective rights, duties and obligations of 
Buyer and Seller under this Agreement shall forthwith terminate without further
liability.  A termination under this Section 6.5.4 shall not be considered a 
default by Seller.

     6.5.5 SELLER'S ENVIRONMENTAL INDEMNITY.  Seller shall indemnify, defend,
and hold Buyer and its officers, directors, shareholders, partners, employees,
affiliates, and assigns (collectively the "BUYER INDEMNIFIED PARTIES") harmless
from and against all liability, obligations, claims, damages, penalties,
losses, causes of action, costs, and expenses (including attorneys' fees,
expert witness fees, consulting and other professional fees) imposed upon
incurred by or asserted against the Buyer Indemnified Parties as a result of
any violation or asserted violation of, or failure to timely or fully comply
with Environmental Laws, or as a result of any contamination of the Property or
other property (including, but not limited to, other improvements, surface,
subsurface water and air) or any allegations related thereto by Hazardous
Materials which occurred or relates to activity occurring prior to the Closing
Date, except for any contamination caused by Buyer, its  agents, or as a result
of their activities.

                                   ARTICLE 7
                ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES

     7.1 BUYER'S ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES.


                                      14
<PAGE>   18
                  PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


          7.1.1 PURCHASE "AS IS".  Buyer is relying solely upon its own
inspections, investigations and analyses of the Property in entering into this
Agreement and is not relying in any way upon any representations, statements,
agreements, warranties, studies, reports, descriptions, guidelines or other
information or material furnished by Seller or its representatives, whether oral
or written, express or implied, of any nature whatsoever regarding any such
matters except as provided in Section 7.2, the Investor Representation
Certificate and the deed for the Property.  Buyer acknowledges that it is
familiar with the Property.  Buyer has made such independent investigations and
analyses as Buyer deems necessary or appropriate concerning Buyer's proposed
use, development and sale of the Property.  Buyer is buying the Property on an
"as is-all faults" basis, except as to Hazardous Materials as set forth in
Section 6.5 and the other obligations of Seller as set forth in this Agreement.

     Nothing is this Section 7.1.1 shall be deemed to supersede any obligation
of Seller set forth in this Agreement or in any other written agreement between
Buyer, or any affiliate of Buyer and Seller.  In the event of a conflict 
between this Section and any other term or provision of this Agreement or any 
other written agreement between Buyer, or any affiliate of Buyer and Seller 
pertaining to the Property, such other terms and provisions shall control.

          7.1.2 BUYER'S AUTHORITY.  Buyer and PMI and the individuals executing
this Agreement for Buyer and PMI have the legal power, right and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby.

          7.1.3 FULL DISCLOSURE.  Buyer and PMI represent and warrant that they
have made full and accurate disclosure to Seller of all material matters
concerning Buyer, PMI and the PMI Stock.  Buyer and PMI shall continue to keep
Seller informed as to all material matters affecting Buyer, PMI and the PMI
Stock until the Close of Escrow.

          7.1.4 PMI STOCK.  The PMI Stock when issued and delivered to Seller
shall have been validly issued in compliance with applicable laws and PMI's
organizational documents, fully paid and non-assessable and such shares shall be
free and clear of all pledges,



                                      15
<PAGE>   19

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



security interests, charges, encumbrances, equity claims, and options except 
those imposed by state and federal securities laws and subject to that certain 
Shareholder's Agreement by and among PSH Corp., Seller, and PMI dated November 
22, 1995, as amended to date.



     7.1.5 NO FINDERS.  No finder, broker or other intermediary has been used
by Buyer in connection with the transactions contemplated by this Agreement and
no person will be entitled to a finder's fee or brokerage commission upon
consummation of such transactions or otherwise in connection therewith.  Buyer
agrees to indemnify and hold harmless Seller from and against any finder's fees
or brokerage commission arising out of the conduct of Buyer.



     7.1.6 LITIGATION.  To the best of Buyer's and PMI's knowledge, (except as
disclosed in writing by Buyer and/or PMI to Seller or Seller's counsel) neither
Buyer nor PMI has received written notice of any threatened or pending
litigation against Buyer or PMI which would materially and adversely affect the
Property or Buyer's or PMI's obligations pursuant to this Agreement.



     7.1.7 NO CONFLICT.  To the best of Buyer's and PMI's knowledge, neither
Buyer's nor PMI's execution of this Agreement nor performance by Buyer or PMI
of any of their respective obligations hereunder including, without limitation,
the purchase of the Property on the terms and conditions contemplated by this 
Agreement (a) violates or shall violate any written or oral contract, agreement
or instrument to which Buyer or PMI is a party or is bound or which affects the
PMI Stock or Property or any part of it, or (b) shall constitute or result in 
violation or breach by Buyer or PMI of any judgment, order, writ, injunction, 
or decree issued or imposed upon Buyer or PMI, or result in violation of any 
applicable laws; and no approval, consent, order, authorization, designation, 
filling (other than recording), required in conjunction with Buyer's execution 
of this Agreement and performance of its obligations hereunder.




     7.1.8 NO KNOWLEDGE OF A RELEASE ON THE PROPERTY.  To the best of Buyer's
knowledge, neither Buyer, nor its respective agents have deposited or released
any amount of Hazardous Materials on the Property or on other property owned by
them that has migrated or may migrate to the Property.


                                      16
<PAGE>   20

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



     7.2 SELLER'S ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES.



          7.2.1 SELLER'S AUTHORITY.  Seller and the individuals executing this
Agreement for Seller have the legal right and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.



          7.2.2 OWNERSHIP OF THE PROPERTY.  Seller is the owner of the Property
and the Property as of the Closing Date shall be free and clear of all liens,
restrictions, easements, leases, tenancies, assessments, charges, rights of use
or possession of any other title objections except the Permitted Exceptions and
except for those obligations imposed in connection with any future development
of the Property and as provided in Section 6.1 of the Organization Agreement
dated November 22, 1995, by and among PSH Corp., Seller and PMI which, as to
Seller, shall be extinguished upon the transfer of title to the Property to
Buyer.



          7.2.3 NO FINDERS.  No finder, broker or other intermediary has been
used by Seller in connection with the transactions contemplated by this
Agreement and no person will be entitled to a finder's fee or brokerage
commission upon consummation of such transactions or otherwise in connection
therewith.  Seller agrees to indemnify and hold harmless Buyer from and against
any finder's fee or brokerage commission arising out of the conduct of Seller.



          7.2.4 EMINENT DOMAIN.  To the best of Seller's knowledge, Seller has
received no written notice from any governmental authority that eminent domain
proceedings for the condemnation of the Property or any part in thereof are
pending.



          7.2.5 LITIGATION.  To the best of Seller's knowledge, (except as
disclosed in writing by Seller to Buyer or Buyer's counsel) Seller has received
no written notice of any threatened or pending litigation against Seller which
would materially and adversely affect the Property or Seller's obligations
pursuant to this Agreement.



          7.2.6 NO CONFLICT.  To the best of Seller's knowledge, neither
Seller's execution of this Agreement nor performance by Seller of any of its
obligations hereunder including,

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<PAGE>   21

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



without limitation, the transfer, assignment and sale of the Property
contemplated by this Agreement (a) violates or shall violate any written or
oral contract, agreement or instrument to which Seller is a party or is bound
or which affects the Property or any part of it, or (b) shall constitute or
result in violation or breach by Seller of any judgment, order, writ,
injunction, or decree issued or imposed upon Seller, or result in violation of
any applicable laws; and no approval, consent, order, authorization,
designation, filling (other than recording), required in conjunction with
Seller's execution of this Agreement and performance of its obligations
hereunder.



          7.2.7 PROPERTY WITHIN OPERABLE UNIT NO. 2.  All of the Property is
located within DTSC Operable Unit No. 2 under the Consent Order except for
approximately the West one-half of Parcel 1 of Parcel Map 14723 which is located
within the former boundaries of what is known as the "Koppers Property."



                                   ARTICLE 8
                              THE CLOSE OF ESCROW


     8.1 CONDITIONS AND CLOSE OF ESCROW.  Escrow Agent shall close the Escrow
(the "CLOSE OF ESCROW") on or before the Closing Date WHEN AND ONLY WHEN each
of the following conditions has been, satisfied or waived in writing by the
appropriate Party:



          8.1.1 SUPPLEMENTS TO PRELIMINARY REPORT.  If any title exceptions are
recorded against the Property before the Close of Escrow in addition to the
Permitted Exceptions or instruments disclosed in this Agreement, Buyer shall
have the same rights of approval or disapproval with respect to each exception
as set forth in Article IV approved such exceptions within three (3) business
days after receipt of a supplemental report showing such exceptions or this
Agreement shall terminate.



          8.1.2 TITLE POLICY.  Seller shall be unconditionally committed to
procure from the Title Company, at Seller's expense, an ALTA form B (latest
edition) Owner's policy of title insurance for real property, a CLTA joint
protection policy of title insurance (the "TITLE POLICY") together with such
endorsements as Buyer may reasonably request including ALTA Endorsements numbers
100 (modified), 100.b, 103.1, 103.7, 116.1, and 116.4 with a liability limit



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<PAGE>   22

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


in the amount of the Purchase Price and insuring fee title vested in Buyer free
and clear of any liens, encumbrances and interests except:  (i) the Permitted
Exceptions; (ii) those rights, interests and easements reserved by Seller if
any in Seller's Grant Deed; (iii) the matters described in the printed form
portion of the Title Policy; and (iv) any items caused by the acts or omissions
of Buyer or permitted to be placed of record by Buyer as of the Close of
Escrow.



        8.1.3 DEPOSIT OF PURCHASE PRICE.  Buyer shall have deposited the full
Purchase Price in Escrow including a stock certificate for the PMI Stock in
Seller's name.  Upon the Close of Escrow, the full Purchase Price shall be
delivered to Seller.



        8.1.4 DEPOSIT OF CONDITIONAL DEMAND REGISTRATION RIGHTS AGREEMENT.  
Buyer shall have deposited into Escrow two executed copies of the Conditional
Demand Registration Rights Agreement.  With the Close of Escrow, Seller shall
execute both copies of the Conditional Demand Registration Rights Agreement and
Escrow Agent shall deliver one to Buyer and the other to Seller.
        


        8.1.5 BUYER'S PERFORMANCE, REPRESENTATIONS AND WARRANTIES.  Buyer shall
have duly performed each and every undertaking and agreement to be performed by
it hereunder and under the terms and conditions of this Agreement, and Buyer's
representations and warranties shall be true and correct in all respects at and
as of the Close of Escrow.  Buyer shall deposit into Escrow for the benefit of
Seller a certificate signed by an officer of Buyer stating that all the
representations and warranties of Buyer are true and correct as of the Closing
Date.  Upon the Close of Escrow, Buyer's certificate shall be delivered to
Seller.



        8.1.6 DEED TO THE PROPERTY.  Seller shall deposit into Escrow the 
executed Grant Deed for the Real Property in recordable form.  Upon the Close
of Escrow, the Title Company shall record the deed on behalf of Seller.
        


        8.1.7 SELLER'S INVESTMENT REPRESENTATION.  Seller shall deposit into
Escrow its executed Investment Representation Certificate dated as of the
Closing Date which shall be delivered to Buyer's upon the Close of Escrow.


                                      19
<PAGE>   23

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


          8.1.8 SELLER'S PERFORMANCE.  Seller shall have duly performed each and
every undertaking and agreement to be performed by it hereunder and under the
terms and conditions of this Agreement including, but not limited to, the
removal of the Impacted Soil, and Seller's representations and warranties shall
be true and correct in all respects at and as of the Close of Escrow.  Seller
shall deposit into Escrow for the benefit of Buyer a certificate signed by an
officer or Seller stating that all the representations and warranties of Seller
are true and correct as of the Closing Date.  Upon the Close of Escrow, Seller's
Certificate shall be delivered to Buyer.



          8.1.9 LITIGATION.  Neither PMI, Buyer nor Seller shall be subject to
any judgment, order, decree, or injunction of a court of competent jurisdiction
which would impose any limitation on the ability of either Party to consummate
the transactions contemplated herein.



          8.1.10 LOT-LINE ADJUSTMENT.  After receipt of a letter from the DTSC
stating that no further remedial action is necessary for what is known as the
A&C Parcel (other than disposal of any Impacted Soils) or receipt of other
similar environmental documentation satisfactory to Buyer, Seller shall have
caused to have recorded the lot-line adjustment between Parcels 3 and 4 of
Parcel Map 14723, identified as the County of San Bernardino file number
LLA/95-0053/W133-89/W96-0012.



     8.2 TERMINATION BASED ON FAILURE TO CLOSE BY CLOSING DATE.  If Escrow
fails to close by the Closing Date for any reason other than Buyer's or
Seller's default, then, except for each Party's obligations to indemnify the
other as provided herein and except for the license to construct and maintain
the Improvements as specified in Section 6.1.1, the respective rights, duties
and obligations of Buyer and Seller under this Agreement shall forthwith
terminate without further liability.  The Parties shall immediately thereafter
sign such instructions and other instruments as may be necessary to effect the
cancellation of this Escrow, and each Party shall pay its respective share (if
any) of escrow cancellation charges.  Upon cancellation, Escrow Agent shall
immediately return the funds, less applicable escrow cancellation charges, and
documents to the parties that furnished them and Escrow Holder shall return the
Deposit to Buyer less any cancellation fees.  Notwithstanding the provisions of
this paragraph, the Parties



                                      20
<PAGE>   24

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


may extend the Closing Date by their mutual written agreement in which
event the provisions of this Paragraph shall apply to the extended closing date
with the same force and effect as the Closing Date.



     8.3 PRORATIONS.  Property taxes, special assessments, utility charges and
other similar amounts with respect to the Property shall be prorated as of the
Closing Date by the Escrow Agent, in accordance with the Escrow Agent's
standard practices and as shall be mutually agreed upon by Buyer and Seller
prior to the Close of Escrow.  All such adjustments shall be against the cash
portion of the Purchase Price.



     8.4 SELLER'S FEES AND COSTS.  Seller will pay (i) the fee for the Title
Policy; (ii) one-half of Escrow Agent's escrow fee; and (iii) usual Seller's
document-drafting review and recording charges.



     8.5 BUYER'S FEES AND COSTS.  Buyer will pay (i) County Documentary
Transfer Tax in the amount Escrow Agent determines to be required by law, (ii)
one-half of Escrow Agent's escrow fee, and (iii) usual Buyer's
document-drafting and recording charges.

                                   ARTICLE 9
                                    REMEDIES


     9.1 SELLER'S REMEDIES.  If Escrow fails to close due to Buyer's default
under this Agreement, Seller shall have the right to, with or without notice or
demand, pursue all legal remedies against Buyer and PMI, including the right to
specific performance.



     9.2 BUYER'S REMEDIES.  If Escrow fails to close due to Seller's default
under this Agreement, Buyer shall have the right to, with or without notice or
demand, pursue all legal remedies against Seller, including the right to
specific performance.



     9.3 RIGHT OF FIRST REFUSAL AFTER SELLER'S DEFAULT.  If Escrow fails to
close solely due to:  (i) Seller's default; (ii) Seller's inability to convey
acceptable title as stated in Article 4; (iii) Seller's failure to remove the
Impacted Soils from the Site Property; (iv) failure to record the lot line
adjustment described in Section 8.1.10; or (v) because of Seller's exercise of
its rights 

                                      21

<PAGE>   25

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

pursuant to Section 6.5.4 under this Agreement, Buyer shall
thereafter have until and including December 31, 2001, the right of first
refusal to acquire the Property or any portion thereof upon the terms and
conditions provided below.  If Escrow fails to close for any reason other than 
stated in this Paragraph, Buyer shall not obtain the right of first refusal 
provided below.



        (a) If Seller wishes to sell the Property or any portion thereof for
consideration to a third person, Buyer shall have the first option to purchase
all, and only all, of the Property or portion thereof offered for sale, which
option shall be exercised by it, if at all, by giving written notice to Seller
on or before twenty-one (21) days after receipt of the notice specified in
Section 9.3(b) below.  The purchase price and sales terms for the Property, or
any portion thereof to be purchased by the Buyer shall be the same price and
same terms as set forth in the notice of proposed sale.  However, if any of the
consideration specified in the notice is property other than cash, Buyer may
substitute cash in an amount equivalent to the fair market value of the
non-cash consideration, unless such consideration shall be securities in an
operating company, in which event Buyer shall provide the identical non-cash
consideration offered by the proposed purchaser.  If no closing date for the
sale is specified, the closing shall occur no later than sixty (60) days after
receipt by the Buyer of the notice required by Section 9.3(b).


        (b) If Seller wishes to sell, transfer, or otherwise dispose of all or a
portion of the Property for consideration to a third person, Seller shall first
give Buyer and Seller at least twenty-one (21) days advance written notice of
its desire to do so.  The notice shall specify the Property or portion thereof
to be sold, the price, the proposed terms and the name, address and phone
number of the proposed purchaser.  Along with the notice required pursuant to
this Section 9.3(b), Seller shall furnish to Buyer any proposed sale agreement
with the proposed purchaser unless the proposed purchaser requires the
non-disclosure of such agreement in which event Seller shall fully summarize
the material terms of the proposed sale agreement.



        (c) Notwithstanding the provisions of this Section 9.3, Seller may
transfer all or any portion of Property to an affiliate provided such affiliate
becomes a party to this agreement for purposes of this Section 9.3.  In
addition, there shall be no restrictions on a Seller pledging the Property or
any portion thereof as collateral for any bona fide loan, bond, financial
assurance, guaranty or other obligation.

                                      22
<PAGE>   26

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



          (d) After compliance with the terms of this provision of this Section
9.3, if applicable, and if Buyer fails to exercise their right of first
refusal, Seller shall be free to sell or otherwise transfer the Property or any
portion thereof to the identified proposed purchaser.  In the event if any
material change in the proposed terms and conditions, Seller shall again comply
with the provisions of this Section 9.3 except that Buyer shall then only have
ten (10) days in which to exercise their right of first refusal, as provided
herein.



          (e) The right of first refusal provided herein shall be personal to
Buyer and it may not assign its rights, if any, under this Section 9.3 to any
party. Any attempt to assign any rights under this 9.3 shall be void and of no
effort.



     9.4 DISPUTE RESOLUTION.  If any dispute arises relating to the
interpretation or performance of this Agreement which the parties are unable to
resolve between themselves, they agree to use the following as their sole
method of resolving the dispute:



          (a) Seller and Buyer agree to jointly select a judicial officer who is
affiliated with the Judicial Arbitration and Mediation Service, or such other
equivalent organization as Seller and Buyer may mutually select, to act as the
trier of fact and judicial officer in such dispute resolution;



          (b) If Seller and Buyer are unable to agree upon a particular judicial
officer, then the decision shall be made by the chief executive officer of the
Judicial Arbitration and Mediation Service, after consulting with Seller and
Buyer.



          (c) Seller and Buyer shall have the same rights of discovery as if the
dispute were being resolved in the Superior Court of the State of California.
However, the judicial officer shall, on his own motion, or the request of either
Seller or Buyer, have the authority to extend or reduce the time periods
therefor; and



          (d) The judicial officer serving hereunder shall be designated as a
referee under the provisions of Title VIII, Chapter 6 of the California Code of
Civil Procedure (Sections 

                  

                                      23
<PAGE>   27

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

638 through 645.1, inclusive).  Payment for the services of the judicial 
officer and the rights and procedure of appeal, and/or other review of the 
decision, shall be made as provided in such sections.



     The Parties acknowledge and agree that the aforementioned method of
dispute resolution shall relate only to disputes with respect to the
interpretation or performance of any provision of this Agreement and shall not
apply to the enforcement of any provision with respect to which there is no  
dispute over interpretation or performance or with respect to which any
previous dispute over interpretation or performance has been resolved.
Furthermore, the dispute resolution procedures provided herein shall not apply
to any action in which injunctive relief is sought.




                                   ARTICLE 10
                               GENERAL PROVISIONS



     10.1 PMI AS A PARTY TO THIS AGREEMENT.  PMI is a Party to this Agreement
but only for the purpose and obligations expressly provided for in this
Agreement.



     10.2 TIME OF THE ESSENCE AND STRICT CONSTRUCTION.  Time is of the essence
pursuant to this Agreement for the performance and observance of all
obligations of Seller and Buyer hereunder and all provisions of this Agreement
shall be strictly construed.



     10.3 NOTICE AND DEMANDS.  All notices or demands required or permitted
pursuant to this Agreement shall be in writing, signed by the Party giving the
same, and shall be deemed properly given and received when personally served or
upon the earlier of (i) receipt or (ii) rejection, if sent by registered or
certified mail, postage prepaid or by nationally recognized overnight courier
service, such as Federal Express, and addressed to the intended recipient at
its address as set forth below or at any other address of which such Party
gives the other Party notice in accordance with the provisions of this Section
10.2.


IF TO BUYER:     Penske Motorsports, Inc.
                 3270 W. Big Beaver Road, Suite 130
                 Troy, MI  48084
                 ATTN.:  Richard J. Peters, President & CEO


                                      24
<PAGE>   28


                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



WITH A COPY TO:  Penske Motorsports, Inc.
                 3270 W. Big Beaver Road, Suite 130
                 Troy, MI  48084
                 ATTN.:  Robert Kurnick Jr., General Counsel
IF TO SELLER:    Kaiser Ventures  Inc.
                 3633 E. Inland Empire Blvd., Suite 850
                 Ontario, CA  91764
                 ATTN.:  Gerald A. Fawcett, President & COO
WITH A COPY TO:  Kaiser Ventures Inc.
                 3633 E. Inland Empire Blvd., Suite 850
                 Ontario, CA  91764
                 ATTN.:  Terry L. Cook, General Counsel



     10.4 CAPTIONS FOR CONVENIENCE.  The headings and captions of this
Agreement are for convenience and reference only and shall not be considered in
interpreting the provisions hereof.



     10.5 SEVERABILITY.  Any provision in this Agreement which is illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such illegality, invalidity or unenforceability
without invalidating the remaining provisions hereof or affecting the legality,
validity or enforceability of such provision in any other jurisdiction.  Seller
and Buyer shall negotiate in good faith to replace any illegal, invalid or
unenforceable provision of this Agreement with a legal, valid and enforceable
provision that, to the extent possible, will preserve the economic bargain of
this Agreement, or shall otherwise amend this Agreement, including the
provision relating to choice of law, to achieve such result.


     10.6 GOVERNING LAW.  This Agreement shall be interpreted and enforced
according to the laws of the State of California.


     10.7 NO ORAL AMENDMENT OR MODIFICATION.  No provision of this Agreement
may be amended or modified except to the extent any such amendment or
modification is expressly set forth in a written instrument executed by the
Party against whom the amendment or modification is sought.


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                  PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


     10.8 RELATIONSHIP OF SELLER AND BUYER.  Nothing contained in this
Agreement shall be deemed or construed as creating the relationship of
principal and agent, partnership, or joint venture and no provision in this
Agreement and no act of Seller or Buyer shall be deemed to create any
relationship other than that of Seller and Buyer.  Without limiting the
generality of the foregoing, all obligations of Seller and Buyer with respect
to third parties shall be independent.



     10.9 ATTORNEYS' FEES.  If it becomes necessary for Seller or Buyer to
bring an action (including any form of dispute resolution), either at law or in
equity, to enforce or interpret the provisions of this Agreement, the
prevailing Party in such action shall be entitled to recover its reasonable
attorneys' fees and other professional fees and costs of all types, as a part
of any judgment therein, in addition to any other award which may be granted.



     10.10 AMENDED AND SUCCESSOR STATUTES AND REGULATIONS.  All references in
this Agreement to a statute or regulation or section of same, shall include
future amendments and successor statutes, regulations, or sections thereof, as
applicable, and all references in this Agreement to any local, state or federal
government commission, department or agency or instrumentality or court shall
include their successors.



     10.11 ENTIRE AGREEMENT.  This Agreement and the exhibits attached hereto
contains all of the agreements and understanding with respect to the matters
covered hereby, and no prior agreements, oral or written, or understandings,
representations, or warranties of any nature or kind what so ever pertaining to
such matters shall be effective for any purpose unless expressly incorporated
into the provisions of this Agreement or the exhibits attached hereto.



     10.12 EXHIBITS AND SCHEDULES.  All exhibits and schedules which are
referred to in this Agreement are incorporated into this Agreement as though
fully set forth herein.



     10.13 SUCCESSORS AND ASSIGNS.  Neither Seller nor Buyer may, voluntarily
or by operation of law, assign or otherwise transfer any of its rights or
obligations under this Agreement without obtaining the prior written consent of
the other Party, which consent may be withheld in such Party's sole and
absolute discretion.  Subject to the restrictions and



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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




prohibitions on assignment each and all of the covenants and conditions of this
Agreement shall inure to the benefit of and shall be binding upon the 
successors in interest of Seller, and, subject to the restrictions on transfers
herein provided, the successors, heirs, representatives and assigns of Buyer.



     10.14 EMINENT DOMAIN.  If, prior to the Close of Escrow, all or any
portion of the Property is taken or appropriated by any public or quasi-public
authority under the power of eminent domain or such an eminent domain action is
threatened pursuant to a resolution of intention to condemn filed by any public
entity, and if such taking will, in Buyer's good faith determination,
materially and adversely affect the Property, then Buyer may terminate this
Agreement without further liability hereunder and receive a refund of its
Deposit and documents deposited herein.  If Buyer does not timely terminate
this Agreement or if a partial taking of the Property which does not materially
and adversely affect the Property occurs, then this Agreement shall remain in
full force and effect and upon the Closing Date Buyer shall receive from Seller
any award paid for that portion of the Property taken or the right to an award
if not paid as of the Closing Date.  Buyer must elect to terminate or maintain 
the Agreement by notice in writing to Seller with ten (10) days after written 
notice by Seller of a threatened taking or it shall be deemed that Buyer has 
elected not to terminate this Agreement.



     10.15 RECORDATION.  This Agreement may be recorded at the request and
expense of any party hereto.  The party requesting recordation shall pay all
the expenses of the recordation of this Agreement.



     10.16 RESOLUTION OF ANY CLAIM FOR PAYMENT BY ONE PARTY TO ANOTHER.  Buyer
and Seller agree to mutually negotiate in good faith the resolution of any
amounts claimed to be owed by one party to another with regard to grading,
excavation, By-Products Area cap monitoring and related expenses, and other
similar items.



     10.17 COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.



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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


     IN WITNESS WHEREOF, Seller  and Buyer have caused this Agreement to be
executed by their respective duly authorized representative as of the day and
year first above written.


"SELLER"                             "PMI"
KAISER VENTURES INC.                 PENSKE MOTORSPORTS, INC.
a California corporation             a Delaware corporation



By:/s/ Gerald A. Fawcett             By:/s/ Richard J. Peters
   ----------------------------         ----------------------------
   Gerald A. Fawcett, President &       Richard J. Peters, President &
   Chief Operating Officer              Chief Executive Officer


"BUYER"
THE CALIFORNIA SPEEDWAY CORPORATION
a Delaware corporation


By:/s/ Richard J. Peters
   ---------------------------
Richard J. Peters, President &
Chief Executive Officer



                              CONSENT BY PSH CORP.


     PSH Corp. is a party to the Shareholders Agreement dated as of November
22, 1996, as amended, among Penske Motorsports, Inc., PSH Corp. and Kaiser
Ventures Inc.  PSH Corp. hereby consents to the amendment of the Shareholders
Agreement as provided in Section 5.3 of this Agreement.

                                        PSH CORP.


                                        By:/s/ Richard J. Peters
                                           ------------------------------
                                           Richard J. Peters, President




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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS




STATE OF MICHIGAN  )

                   )  ss.

COUNTY OF WAYNE    )



     On this the 9th day of October 1996, before me, Sandra Nieman, the 
undersigned Notary Public, personally appeared Richard J. Peters, President and
Chief Executive Officer of The California Speedway Corporation, personally 
known to me (or proved to me on the basis of satisfactory evidence), to be the 
person whose name is subscribed to the within instrument, and acknowledged that
he executed it.


Witness my hand and official seal.


                                          /s/ Sandra Nieman
                                          ---------------------
        [SEAL]                            Notary's Signature



STATE OF MICHIGAN  )

                   )  ss.

COUNTY OF WAYNE    )




     On this the 9th day of October 1996, before me, Sandra Nieman, the 
undersigned Notary Public, personally appeared Richard J. Peters, President and
Chief Executive Officer of Penske Motorsports, Inc., personally known to me (or
proved to me on the basis of satisfactory evidence), to be the person whose 
name is subscribed to the within instrument, and acknowledged that he executed 
it.


Witness my hand and official seal.


                                          /s/ Sandra Nieman
                                          -----------------------
        [SEAL]                            Notary's Signature





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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


STATE OF MICHIGAN  )

                   )  ss.

COUNTY OF WAYNE    )



     On this the 9th day of October 1996, before me, Sandra Nieman, the
undersigned Notary Public, personally appeared Richard J. Peters, President of
PSH Corp., personally known to me (or proved to me on the basis of satisfactory
evidence), to be the person whose name is subscribed to the within instrument,
and acknowledged that he executed it.



Witness my hand and official seal.


                                          /s/ Sandra Nieman
                                          -------------------------
        [SEAL]                            Notary's Signature


STATE OF CALIFORNIA       )

                          )  ss.

COUNTY OF SAN BERNARDINO  )




     On this the 8th day of October 1996, before me, Patricia M. Williams, the 
undersigned Notary Public, personally appeared Gerald A. Fawcett, President and
Chief Operating Officer of Kaiser Ventures Inc., personally known to me 
(or proved to me on the basis of satisfactory evidence), to be the person whose
name is subscribed to the within instrument, and acknowledged that he executed 
it.


Witness my hand and official seal.



                                          /s/ Patricia M. Williams
                                          -------------------------
        [SEAL]                            Notary's Signature




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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



                                    EXHIBITS

 EXHIBIT "A"  Conditional Demand Registration Rights Agreement (Section 3.2.3)
 EXHIBIT "B"  Grant Deed (Section 3.2)
 EXHIBIT "C"  Investor Representation Certificate (Section 3.2)


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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


                                  EXHIBIT "C"


                      INVESTOR REPRESENTATION CERTIFICATE
                                       OF
                              KAISER VENTURES INC.


     This Investor Representation Certificate is given by Kaiser Ventures Inc.,
a Delaware corporation (the "INVESTOR") to Penske Motorsports, Inc., a Delaware
corporation ("COMPANY") as of December 12, 1996.


                                    RECITALS


     A. As a portion of the consideration for its purchase of certain real
property from the Investor, as described in the Purchase Agreement and Escrow
Instructions by and between Company and Investor dated October 8, 1996, (the
"REAL ESTATE TRANSACTION"), Company has agreed to issue a certain number of
shares of its $.01 par common stock (the "PMI STOCK") to Investor.


     B. In order to show its compliance with the Securities Act of 1933, as
amended (the "1933 ACT"), and the applicable provisions of California
Corporations Code Section 25102(f), the Company has requested, and the Investor
has agreed to give, certain representations and warranties as provided herein.


     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Investor hereby acknowledges,
represents and warrants to the Company the following:


     1. PURCHASE FOR INVESTOR'S ACCOUNT.  Investor hereby confirms that the PMI
Stock to be received by it as a part of the Real Estate Transaction will be
acquired for investment for its own account, not as a nominee or agent, and not
with a view to the sale or distribution of any part thereof, and that it has no
present intention of selling, granting participation in, or otherwise
distributing the same, but subject, nevertheless, to any requirement of law
that the disposition of its property shall at all times be within its control.
By executing this Agreement, 



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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


Investor further represents that it does not have any contract, undertaking, 
agreement, or arrangement with any person to sell, transfer, or grant 
participations to such person, or to any third person, with respect to the PMI 
Stock.    


     2. PMI STOCK NOT REGISTERED.  Investor understands that the PMI Stock is
not registered under the 1933 Act or qualified under the California Corporate
Securities law on the ground that the issuance of the PMI Stock provided for
pursuant to the Real Estate Transaction is exempt from registration under the
1933 Act and from qualification under the California Corporate Securities law
and that the Company's reliance on such exemption is, among other things,
predicated on Investor's representations set forth herein.


     3. SOPHISTICATED INVESTOR.  Investor represents and warrants that it
and/or its representatives are experienced in evaluating and investing in
companies such as the Company, Investor is able to fend for itself, has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment and protecting its interests,
and has the ability to bear the economic risks of its investment.


     4. ACCREDITED INVESTOR.  Investor represents and warrants that it is an
existing shareholder of the Company and is an "accredited" investor as that
term is defined in Regulation D promulgated pursuant to the 1933 Act.


     5. RESTRICTIONS ON RESALE.  Investor understands that the PMI Stock may
not be sold, transferred, or otherwise disposed of without registration under
the 1933 Act and qualification under the California Corporate Securities law or
an exemption therefrom.


     6. LEGENDS ON THE STOCK CERTIFICATE.  All certificates for shares of the
PMI shall bear a legend in substantially the following form:


     "These securities have not been registered under the Securities Act of
1933 or qualified under the California Corporate Securities law.  They may not
be sold, offered for sale, pledged or hypothecated in the absence of an
effective registration statement as to the securities 


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                  PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS



under said Act and/or qualification under said Corporate Securities law or an 
opinion of counsel satisfactory to the Company that such registration and/or 
qualification is not required."



     7. STOCK TRANSFER BOOKS.  In addition to the legend requirement to be
placed on the stock certificates, the Company shall make a notation regarding
the restrictions on transfer of the PMI Stock in its books, and shares of
common stock shall be transferred on the books of the Company only if
transferred or sold pursuant to and in compliance with the provisions of this
Agreement.



     IN WITNESS WHEREOF, Investor, through a duly authorized officer, hereby
duly executes this Certificate to be effective as of the date first set forth
above.




                                          "INVESTOR"
                                          KAISER VENTURES INC.
                                          a California corporation


                                          By:
                                             ---------------------------------
                                             Gerald A. Fawcett, President &
                                             Chief Operating Officer


                                      34