<PAGE>



                                                                   Exhibit 10.16


(CONFIDENTIAL PORTIONS HAVE BEEN OMITTED, AS INDICATED BY "*", AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION)

                              MANAGEMENT AGREEMENT

                                 BY AND BETWEEN

                           SPEEDWAY MOTORSPORTS, INC.

                                    AS OWNER

                                       AND

                  LEVY PREMIUM FOODSERVICE LIMITED PARTNERSHIP,
                                   AS MANAGER








                            DATED: November 29, 2001

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

MANAGEMENT AGREEMENT
RECITALS...................................................................... 1
   1.  Representations........................................................ 2
         (a) Owner's Representations to Manager............................... 2
         (b) Manager's Representations to Owner............................... 3
   2.  Management Services.................................................... 4
         (a) Foodservice Facilities........................................... 4
         (b) Manager's Rights in the Foodservice Facilities................... 4
         (c) Services.:....................................................... 5
   3.  Projections of Gross Receipts; Capital Budget.......................... 5
   4.  Conduct of the Operations.............................................. 6
         (a) General.......................................................... 6
         (b) Sufficiency...................................................... 6
         (c) Sponsorship...................................................... 6
         (d) Compliance with Laws, Policies and Programs...................... 6
         (e) Manager's Vendors................................................ 7
         (f) Third-Party Concessions.......................................... 7
   5.  Equipment.............................................................. 7
         (a) Owner's Equipment; Las Vegas Equipment........................... 7
         (b) Transport........................................................ 7
         (c) Manager's Equipment.............................................. 7
   6.  Employees and Agents................................................... 8
         (a) Conduct and Supervision of Employees and Agents.................. 8
         (b) Cooperation with Other Employees................................. 8
         (c) Hiring and Employment Practices.................................. 8
         (d) Owner's Sales and Marketing Services............................. 8
         (e) Labor Relations.................................................. 9
   7.  Licenses and Permits................................................... 9
   8.  Collections and Payments of Taxes and Other Items...................... 9
         (a) Payment of Taxes; Filing of Sales Tax Returns.................... 9
         (b) Billing Practices and Procedures................................. 9
         (c) Cash Handling and Cash Management Policies....................... 9
         (d) Monthly Settlement............................................... 9
         (e) Group Packages................................................... 9
         (f) Guarantee of Owner's Meals...................................... 10
   9.  Use of Facilities..................................................... 10
         (a) Access to Facilities............................................ 10
         (b) Signs, Displays and Advertising................................. 10
         (c) Parking......................................................... 10
         (d) Office Space and Equipment...................................... 10
         (e) Utilities....................................................... 10
   10. Definition of Gross Receipts.......................................... 10


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                                                                          Page i

<PAGE>


                                                                          Page i


   11. Commissions........................................................... 11
   12. Acounting Payment of Commissions...................................... 11
   13. Scope; Duration; Termination; Default................................. 12
   14. Indemnity............................................................. 17
   15. Ownership in Foodservice Facilities; Authority of Manager............. 19
   16. Taxes and Contributions............................................... 19
   17. Severability.......................................................... 19
   18. Consents; Waiver...................................................... 20
   19. Governing Law......................................................... 20
   20. Time of Essence....................................................... 20
   21. Force Majeure......................................................... 20
   22. Assignment and Subcontracts........................................... 20
   23. Modification of Agreement............................................. 22
   24. Headings.............................................................. 22
   25. Interpretation........................................................ 22
   26. Notices............................................................... 22
   27. Confidentiality; Marks................................................ 23
   28. Security.............................................................. 25
   29. Insurance............................................................. 25
         (a) Liability Insurance............................................. 25
         (b) Property Damage Insurance....................................... 25
         (c) Property Damage Insurance....................................... 25
         (d) Additional Insureds............................................. 25
   30. Administrators........................................................ 25
         (a) Manager Administrator........................................... 25
         (b) Owner Administrator............................................. 25


                             Exhibits and Schedules

   EXHIBIT "A" THE TRACKS
   EXHIBIT "B" 2000 GROSS RECEIPTS
   EXHIBIT "C" FACILITIES
   EXHIBIT "D" MANAGER'S EQUIPMENT
   EXHIBIT "E-1" *
   EXHIBIT "E-2" *

   SCHEDULE 2(b)  Certain Limited Suite Holders Supplying Food and Beverage
   SCHEDULE 4(b)  Sponsorship Agreements


--------------------------------------------------------------------------------
* Confidential portion has been omitted and filed separately with the
Commission.

                                                                         Page ii

<PAGE>

                              MANAGEMENT AGREEMENT
                              --------------------

         This Management Agreement ("Agreement") is entered into as of this
29/th/ day of November, 2001 by and between, Speedway Motorsports, Inc., a
Delaware corporation on behalf of its wholly-owned subsidiaries, including, but
not limited to, Speedway Systems LLC, a North Carolina limited liability
company, Charlotte Motor Speedway, LLC, a Delaware limited liability company,
Texas Motor Speedway, Inc., a Texas corporation, and Bristol Motor Speedway,
Inc., a Tennessee corporation (collectively, the "Owner") and Levy Premium
Foodservice Limited Partnership, an Illinois limited partnership ("Levy"), and
Levy Premium Foodservice Limited Partnership of Texas, a Texas limited
partnership ("Levy Texas;" "Levy" and "Levy Texas" are hereinafter collectively
referred to as "Manager").

                                    RECITALS
                                    --------

         1.       Owner and Levy have entered into that certain Asset Purchase
Agreement, dated November, 29, 2001, (the "Asset Purchase Agreement") wherein
Owner agreed to sell and Levy agreed to purchase certain assets as detailed
therein.

         2.       Owner owns six (6) facilities currently used as motor speedway
race tracks, each of which has associated and adjacent real property
(individually, the "Track;" collectively, the "Tracks"), which does or may host
numerous events, including, but not limited to, NASCAR racing. The Tracks are
identified on Exhibit "A", which is attached hereto and incorporated herein.
              -----------

         3.       The Tracks currently include: (a) general concessions (the
"Concessions"), (b) luxury skybox suites (the "Suites"), (c) hospitality
villages and tents (the "Hospitality Villages"), (d) Third-Party Concessions
(the "Third-Party Concessions"), and (e) restaurants, clubs (but not health
clubs), and banquets/catering serviced from such restaurants and clubs (the
"Clubs"). The Concessions, the Suites, the Hospitality Villages, the Third-Party
Concessions, and the Clubs shall hereinafter be collectively referred to as the
"Food Service Areas."

         4.       Owner owns the exclusive right to determine who shall provide
and operate the food and beverage services throughout the Tracks and other
associated areas.

         5.       Manager and its affiliated and related entities are in the
business of developing, owning and managing restaurants and other food service
facilities.

         6.       Manager desires to render certain management and operational
services for the Food Service Areas, all as more fully described in this
Agreement.

         7.       Owner desires to engage Manager, and Manager desires to be
engaged by Owner, pursuant to the terms of this Agreement, to provide and
operate, on an exclusive basis, the entire food and beverage service operations
of, for, and at each of the Tracks throughout the Term of this Agreement.


--------------------------------------------------------------------------------
                                                                          Page 1

<PAGE>

         NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, hereby agree as follows:

         1.       Representations
                  ---------------

                  (a)      Owner's Representations to Manager. Owner hereby
                           ----------------------------------
         represents to Manager as follows:

                           (i)      that it has been validly formed and duly
                  exists as a Corporation under the laws of the State of
                  Delaware, and that it or the wholly-owned subsidiaries through
                  which it operates is/are, and that it is duly qualified to do
                  business in all of the states in which each of the Tracks are
                  located;

                           (ii)     that it has the full right, power, and
                  authority to grant the exclusive right to provide and operate
                  the food and beverage service operations throughout all the
                  Tracks, including, but not limited to, the right to engage
                  Manager to provide management and operational services
                  described in this Agreement;

                           (iii)    that it is not prevented from entering into
                  this Agreement or complying with its commitments hereunder by
                  its corporate charter;

                           (iv)     that it is duly authorized to enter into
                  this Agreement and is not prevented from entering into this
                  Agreement or complying with its commitments hereunder by any
                  statute, regulation, order of, or agreement with, any
                  governmental or quasi-governmental authority, or by any
                  license, debt instrument, mortgage, lease, contract, or other
                  agreement or instrument binding it or any of its property;

                           (v)      that it is duly authorized to enter into
                  this Agreement and has taken all necessary corporate action to
                  obtain such authorization and that no consent of, or notice
                  to, any other individual, private entity, governmental or
                  quasi-governmental authority, or NASCAR (and any other similar
                  organization or association) is required in connection with
                  the execution, delivery, and performance of this Agreement;

                           (vi)     that this Agreement, when properly executed
                  by both parties, will constitute a legal, valid, and binding
                  agreement, enforceable by Manager in accordance with its
                  terms;

                           (vii)    that the party executing this Agreement on
                  behalf of Owner has full right, power, and authority to
                  execute this Agreement and to bind Owner to the terms hereof;

                           (viii)   that, in the event Manager extends credit to
                  patrons of the Food Service Areas (it being understood that
                  Manager will extend credit to the extent it


--------------------------------------------------------------------------------
                                                                          Page 2

<PAGE>

                  is commercially reasonable), Owner shall use its good faith,
                  reasonable, and diligent efforts to assist Manager in
                  minimizing any uncollectible amounts from such patrons, which
                  efforts may include, for example, and not by way of
                  limitation:

                           (a)      including a provision in all agreements
                                    governing the patrons' rights to utilize
                                    certain areas of the Tracks requiring that
                                    the patron provide, at all times, a valid
                                    credit card on file upon which Manager shall
                                    be entitled to charge outstanding balances
                                    (but not requiring a security deposit); and

                           (b)      Owner withholding patrons' tickets for
                                    future events and allowing Manager to
                                    suspend or withhold the delivery of any food
                                    and beverage products to any patron who has
                                    an outstanding balance that has not, after
                                    due notification, been substantially paid in
                                    full.

                           (ix)     that it shall use its good faith,
                  reasonable, and diligent efforts at all times to cooperate
                  with and assist Manager in (A) providing quality food and
                  beverage services to patrons of the Food Service Areas, and
                  (B) achieving maximum Gross Receipts (as that term is defined
                  below) for the Operations (as that term is defined below); and

                           (x)      that Gross Receipts for the Tracks for
                  fiscal year 2000 are as set forth on Exhibit "B", which is
                                                       -----------
                  attached hereto and incorporated herein.

                  (b)      Manager's Representations to Owner. Manager hereby
                           ----------------------------------
         represents to Owner as follows:

                           (i)      that Levy has been validly formed and duly
                  exists as a limited partnership under the laws of the State of
                  Illinois, and that it is duly qualified to do business in all
                  of the states in which each of the Tracks are located and that
                  Levy Texas has been validly formed and duly exists as a
                  limited partnership under the laws of the State of Texas, and
                  that it is duly qualified to do business in the State of
                  Texas;

                           (ii)     that it is duly authorized to enter into
                  this Agreement and is not prevented from entering into this
                  Agreement or complying with its commitments hereunder by its
                  by-laws, by any statute, regulation, or order of any
                  governmental or quasi-governmental authority, or by any
                  license, debt instrument, mortgage, lease, contract, or other
                  agreement or instrument binding upon it or any of its
                  property;

                           (iii)    that it is duly authorized to enter into
                  this Agreement and has taken all necessary action to obtain
                  such authorization, and that no consent of, or notice to, any
                  other individual, private entity, or governmental authority is
                  required in connection with the execution, delivery, and
                  performance of this Agreement;


--------------------------------------------------------------------------------
                                                                          Page 3

<PAGE>

                           (iv)     that this Agreement, when properly executed
                  by both parties, will constitute a legal, valid, and binding
                  agreement, enforceable by Owner in accordance with its terms;

                           (v)      that the party executing this agreement on
                  behalf of Manager has full right, power, and authority to
                  execute this Agreement and to bind Manager to the terms
                  hereof; and

                           (vi)     that it shall use its good faith,
                  reasonable, and diligent efforts at all times to cooperate and
                  assist Owner in (A) providing quality food and beverage
                  services to patrons of the Food Service Areas, and (B)
                  achieving maximum Gross Receipts from the Operations.

         2.       Management Services.
                  -------------------

                  (a)      Foodservice Facilities. Owner hereby retains Manager
                           ----------------------
         to provide and operate, and Manager hereby agrees to provide and
         operate, on an exclusive basis, the entire food and beverage service
         operations (collectively, the "Operations") of, for, and at each and
         all of the Tracks (including, but not limited to, all Food Service
         Areas) for all events held or conducted at the Tracks during the Term
         (as that term is defined below), including, but not limited to, all
         concerts, car and truck racing and NASCAR events. In order to provide
         the services required of Manager hereunder, Manager shall also have the
         exclusive right to use all of the kitchens, pantry areas, and other
         foodservice related areas of the Tracks described on Exhibit "C"
                                                              -----------
         attached hereto and made a part hereof (collectively, the
         "Facilities"). The Food Service Areas, together with the Facilities,
         shall hereinafter be referred to as the "Foodservice Facilities."

                  (b)      Manager's Rights in the Foodservice Facilities. In
                           ----------------------------------------------
         order to enable Manager to fulfill its responsibilities under this
         Agreement, Owner hereby grants Manager the exclusive right to use all
         of the Foodservice Facilities without hindrance from Owner, or any
         individuals or entities claiming by, from, through or under Owner. In
         order to control the quality of the products and services sold at the
         Tracks, to ensure the safety of the patrons, and to protect Manager's
         exercise of the exclusive rights granted hereunder, Owner shall prevent
         any other entities or individuals from: (i) utilizing all or any
         portion of the Foodservice Facilities, and (ii) selling, anywhere at
         the Tracks (including the Food Service Areas), any Food and Beverage
         Items (as that term is defined below); provided, however, Owner may
         allow sponsors to offer sample-sized portions (i.e., under 2 ounces) of
         Food and Beverage Items, but not alcoholic beverages. Furthermore,
         Owner and Manager hereby agree that certain limited Suite holders, as
         detailed on Schedule 2(b), have the right to supply their own food and
                     -------------
         beverage to their respective Suites. In addition, Owner shall prevent
         patrons from bringing any food, beverages, beverage containers, or
         alcoholic beverages into the Clubs, the Suites, the Hospitality
         Villages and the Facilities; provided, however, patrons may bring food
         and alcoholic beverages into the General Concessions areas of the
         Tracks (as is consistent with Track policies and security and state and
         local laws).


--------------------------------------------------------------------------------
                                                                          Page 4

<PAGE>

                  (c)      Services. The operational and management services
                           --------
         (collectively, the "Services") to be provided by Manager shall include,
         without limitation, the following:

                           (i)      Administration, management, and direction of
                  the day-to-day Operations in accordance with, and subject to,
                  the further terms and conditions of this Agreement;

                           (ii)     Subject to Paragraph 4(b) below, procurement
                  of all supplies, services, and personnel which are necessary
                  for the Operations, including personnel for the maintenance
                  and operation of the Foodservice Facilities and preparation
                  and service of such food and beverage items as shall be
                  proposed by Manager and reasonably approved by Owner ("Food
                  and Beverage Items"), which Food and Beverage Items shall
                  consist of, but not necessarily be limited to, food, alcoholic
                  and non-alcoholic beverages, tobacco, candy and confections,
                  but only to the extent that any of the foregoing may now or
                  hereafter be legally sold at the Tracks, in accordance with
                  applicable laws, ordinances, rules, and regulations;

                           (iii)    Establishment and review and/or modification
                  of all menus, portions, and prices of the Food and Beverage
                  Items, all of which shall be proposed by Manager and
                  reasonably approved by Owner; provided, however, that: (A)
                  Owner shall not unreasonably withhold, condition or delay its
                  approval of such menus, portions, and prices, and (B) in the
                  event that Owner fails to deliver to Manager within fifteen
                  (15) days after submission of such menus, portions, and prices
                  written approval or denial, such submitted menus, portions,
                  and prices shall be deemed approved;

                           (iv)     Consultation with Owner at such times as
                  shall be reasonably appropriate for the purpose of eliminating
                  operational problems and improving the Operations;

                           (v)      Arranging for the removal of all trash from
                  the Facilities to various centralized collection points at the
                  Tracks, whereupon Owner shall be responsible for arranging for
                  such trash to be properly and lawfully discarded, the cost of
                  which shall be exclusively borne by Owner, except for trash
                  that is not related to an event; and

                           (vi)     Any and all other services which Owner or
                  Manager, in their joint reasonable discretion, deem
                  appropriate in order for Manager to effectively manage and
                  operate the Operations in a manner at least consistent with
                  Manager's performance of comparable services at facilities
                  similar to the Food Service Areas.

                  (d)      Lowes Club. Notwithstanding anything in this
                           ----------
         Agreement to the contrary, the Owner shall retain the right to operate
         the Club at the Lowes Motor Speedway (the "Lowes Club"); provided,
         however, in the event Owner no longer desires to operate the Lowes
         Club,


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                                                                          Page 5

<PAGE>

         Owner shall: (i) transfer to Manager the exclusive rights to operate
         the Lowes Club and (ii) shall provide Manager no less than thirty (30)
         days prior written notice of such transfer. Such transfer shall be
         effective upon the date specified in such notice of transfer by Owner,
         which effective date shall be at least thirty (30) days from the date
         of such notice. Until such time as Owner shall transfer the operation
         of the Lowes Club to Manager, the terms "Clubs," "Food Service Areas,"
         "Foodservice Facilities" and "Operations," as used herein shall be read
         so as to exclude the Lowes Club therefrom.

         3.       Projections of Gross Receipts; Capital Budget. Prior to the
                  ---------------------------------------------
commencement of each Contract Year during the Term (or such other period upon
which Owner and Manager shall mutually agree), Manager shall supply Owner with a
copy of Manager's projections for anticipated Gross Receipts for the ensuing
Contract Year together with a budget (the "Capital Budget") for any recommended
capital expenditures (the cost of which shall be borne exclusively by Owner) to
be made during such year to maintain, repair, or replace, any of Owner's
Equipment to be included in the Foodservice Facilities, which Capital Budget
shall be subject to Owner's reasonable approval, which approval shall not be
unreasonably withheld, conditioned, or delayed, so long as such maintenance,
repair or replacement is consistent with Finish Line Event's past practices. Not
less than once each month, Manager shall provide Owner with a statement of the
actual Gross Receipts for the prior month in comparison to the applicable sales
projection, together with a brief explanation about any significant variances
between the projected Gross Receipts and the actual Gross Receipts.

         4.       Conduct of the Operations.
                  -------------------------

                  (a)      General. Manager agrees that all Food and Beverage
                           -------
         Items sold by Manager, and the manner of serving and selling the Food
         and Beverage Items, shall be of a high quality, which shall be at least
         equal to or better than both (A) past practices of Finish Line Events
         and (B) that which is provided by comparable facilities.

                  (b)      Sponsorships. Owner and Manager recognize the value
                           ------------
         of securing sponsorship relationships (e.g., official sponsors,
         exclusive supplies of products, suppliers of official products) for the
         Tracks. Although Manager agrees to use Owner's sponsors, Owner and
         Manager will ensure that such sponsorship agreements do not impair the
         quality of Manager's Food and Beverage Items (as compared to comparable
         items served at other venues in which Manager, or its affiliates
         provides food and beverage service) or increase Manager's costs (again,
         as compared to the prices for comparable items used at other venues in
         which Manager or its affiliates provides food and beverage service) for
         such items. In the event that Owner determines to enter into a
         sponsorship agreement (or enters into any other relationship) that
         increases the costs that Manager incurs, then Owner shall fully
         reimburse Manager for such cost increases; provided, however, for those
         existing sponsorship agreements, as detailed on Schedule 4(b), Owner
                                                         -------------
         shall not have such reimbursement obligation, but shall use its
         reasonable, good faith and diligent efforts to have sponsors institute
         Manager's national pricing programs.

                  (c)      Compliance with Laws, Policies, and Programs. In
                           --------------------------------------------
         connection with the conduct of the Operations, Manager shall promptly
         comply with and observe all federal,


--------------------------------------------------------------------------------
                                                                          Page 6

<PAGE>

         state, and local laws, ordinances, regulations, orders, or directions
         (including, without limitation, alcoholic beverage, fire, building,
         health and sanitation codes and regulations) with respect to the
         sanitation and purity of the Food and Beverage Items, provided that
         nothing herein shall be interpreted to hold Manager responsible for
         such compliance as it relates to areas of the Tracks other than the
         Foodservice Facilities.

                  (d)      Condition of the Foodservice Facilities. Manager
                           ---------------------------------------
         agrees to conduct the Operations in such a manner so as to reasonably
         preserve the condition of all areas of the Foodservice Facilities to
         which Manager shall have access in the course of the performance of its
         obligations hereunder. Manager agrees to keep the Foodservice
         Facilities and all other areas to be utilized by Manager, neat, clean
         and in a sanitary condition, and to follow all reasonable and
         appropriate directions of Owner with respect thereto and with respect
         to storage of food and beverage supplies.

                  (e)      Manager's Vendors. In connection with Services
                           -----------------
         provided hereunder and subject to Paragraph 4(b) above, Manager from
         time to time purchases products, equipment, and services from various
         vendors selected by Manager at its sole discretion (each a "Vendor").
         Purchases from Vendors shall be made under such terms Manager deems in
         its sole discretion as acceptable ("Vendor Terms"). All Vendor Terms
         are the exclusive obligation and property of Manager. Owner does not
         have any liability under, or any right to, any Vendor Terms.

                  (f)      Third-Party Concessions. Manager shall oversee the
                           -----------------------
         services provided by Third-Party Concessions (e.g., Wendy's). The
         selection of such Third-Party Concessions shall be made by Manager,
         subject to Owner's approval, which shall not be unreasonably withheld,
         conditioned or delayed. Subject to Paragraph 4(b) above, Owner shall
         have the right to propose changes to the Third-Party Concessions, which
         Manager shall accept, so long as it is not economically disadvantageous
         for Manager.

         5.       Equipment.
                  ---------

                  (a)      Owner's Equipment; Las Vegas Equipment. Owner shall
                           --------------------------------------
         provide to Manager, at Owner's sole and exclusive cost and expense, all
         fixed assets, including, but not limited to, leasehold improvements,
         fixtures, kitchen appliances, fixed equipment, carts (e.g., motorized
         golf carts), and radio equipment, used in connection with the
         Operations (and such replacement items to the foregoing from
         time-to-time), all as is consistent with past practices of Finish Line
         Events (the "Owner's Equipment"), but specifically excluding Manager's
         Equipment (as that term is defined below). Owner hereby agrees that it
         shall be exclusively responsible for the repair, maintenance,
         replacement and taxes of the Owner's Equipment; provided, however, with
         regard to Owner's Equipment at the Las Vegas Motor Speedway similar in
         type and nature to that of Manager's Equipment, Manager shall be
         responsible for the repair and maintenance while Owner shall be
         responsible for the replacement thereof (the "Las Vegas Equipment"). In
         the event that Manager becomes the exclusive operator of the Lowes
         Club, pursuant to Paragraph 2(d), Owner shall transfer to Manager, free
         and clear of all liens and encumbrances and at no additional charge to
         Manager, those fixed assets at the


--------------------------------------------------------------------------------
                                                                          Page 7

<PAGE>

         Lowes Club which, but for the retention by Owner of the right to
         operate the Lowes Club hereunder, would have been transferred to
         Manager pursuant to the Asset Purchase Agreement, and such fixed assets
         shall thereafter be included in "Manager's Equipment" for all purposes
         of this Agreement. Owner shall also transfer to Manager, in a manner
         and upon terms (including price and payment) consistent with the Asset
         Purchase Agreement, such other assets and liabilities as would have
         been transferred to Manager in accordance with the Asset Purchase
         Agreement but for the retention by Owner of the right to operate the
         Lowes Club hereunder.

                  (b)      Manager's Equipment. Except as provided elsewhere in
                           -------------------
         this Agreement to the contrary, Manager shall provide for its sole and
         exclusive use and at its sole and exclusive cost and expense, all
         moveable equipment, transportation vehicles (not including carts) to
         transport prepared food from the Facilities to the Food Service Areas,
         pots, pans, dishes, glasses, flatware, paper and plastic ware, linens,
         and smallwares, all of which shall be collectively referred to as
         "Manager's Equipment" and which shall be detailed on Exhibit "D", which
                                                              -----------
         is attached hereto and incorporated herein. Manager hereby agrees that
         it shall be exclusively responsible for the repair, maintenance,
         replacement and taxes of Manager's Equipment.

                  (c)      Transport. Owner hereby agrees that it shall, at its
                           ---------
         sole cost and expense, transport Manager's Equipment and Owner's
         Equipment between or among the Tracks, all as is consistent with past
         practices of Finish Line Events and as is necessary to operate a
         high-quality operation. By way of example and not by way of limitation,
         Owner shall transport in semi-trucks, at no cost to Manager or the
         Operations, all heating and cooling equipment, including portable
         kitchens.

         6.       Employees and Agents.
                  --------------------

                  (a)      Conduct and Supervision of Employees and Agents.
                           -----------------------------------------------
         Manager agrees that it shall hire, train, supervise, and regulate all
         persons employed by it in the conduct of the Operations so that they
         are aware of, and continuously practice, a high standard of
         cleanliness, courtesy, and service required and customarily followed in
         the conduct of similar operations. Manager, and not Owner, shall be the
         sole employer of Manager's employees and shall, therefore, be
         exclusively responsible to pay its employees' compensation (e.g.,
         salaries and benefits). Manager shall use its reasonable, good faith,
         and diligent efforts to assure that its employees shall (i) observe the
         rules and regulations of the Tracks , (ii) be neatly and cleanly
         uniformed, (iii) maintain personal cleanliness, (iv) be polite and
         courteous, (v) be staffed at adequate levels, and (vi) with respect to
         non-management employees, wear identification badges that are (A)
         reasonable in light of identification and security concerns and (B)
         unobtrusive and consistent with the uniforms worn by the Manager's
         employees.

                  (b)      Cooperation with Other Employees. Manager agrees to
                           --------------------------------
         cause its employees to reasonably cooperate in the use of each Track's
         facilities that are common to the Foodservice Facilities and to other
         operations at each such Track. In this regard, Manager agrees to cause
         its employees to cooperate in all other reasonable manners with


--------------------------------------------------------------------------------
                                                                          Page 8

<PAGE>

         all employees and agents of Owner and with third parties performing
         services at each Track.

                  (c)      Hiring and Employment Practices. Manager agrees that
                           -------------------------------
         in the conduct of the Operations it will not discriminate or permit
         discrimination in its hiring or employment practices on the basis of
         any federal, state, or local impermissible grounds. Upon receipt of
         notice from Owner of any reasonable and significant objection to any of
         Manager's employees, the employment of such person will be discontinued
         and a suitable person will be promptly substituted; provided, however,
         the Owner acknowledges that its right to require replacement of an
         employee employed by Manager is expressly subject to considerations and
         restrictions imposed upon Manager by any federal, state or local
         statute, law, code, regulations, or ordinance by any collective
         bargaining agreement or other contract affecting such employee.

                  (d)      Owner's Sales and Marketing Services. Notwithstanding
                           ------------------------------------
         the terms and conditions of this Agreement, Owner shall, at its sole
         cost and expense, provide all sales and marketing services as it
         relates to the Suites, Clubs, and Hospitality Villages, all as is
         consistent with past practices and is necessary to operate a
         first-class operation. Owner and Manager agree that such services will
         be conducted in accordance with the pricing determinations made
         pursuant to Paragraph 2(c)(iii) above. Notwithstanding the foregoing,
         Owner and Manager agree to explore opportunities for Manager to
         participate in marketing efforts in a mutually agreeable manner.

                  (e)      Labor Relations. Notwithstanding anything in this
                           ---------------
         Agreement to the contrary, Manager shall have the sole and exclusive
         right and authority to implement all matters relating to labor
         relations with Manager's employees in the Foodservice Facilities and
         with respect to the Operations, including, but not limited to, the
         determination of (i) the degree and methods of opposition (if any) to
         any union organizing efforts, (ii) all terms and provisions of any
         collective bargaining agreement, and (iii) counsel and consultants to
         be utilized in such efforts.

         7.       Licenses and Permits. Manager shall, at its sole expense,
                  --------------------
maintain in force during the Term, all required food, liquor, and other licenses
and permits and renewals thereof and shall cause to be paid all fees and taxes
which may be due and owing from time to time to federal, state, or municipal
authorities incidental to the Operations. Manager shall be the named licensee
under all such licenses and permits. Owner shall do all acts or things that are
reasonably necessary in order for Manager to maintain all such licenses and
permits. Manager shall have in place alcohol service policies and training
programs for its employees. Throughout the Term, Owner shall, at its sole cost
and expense, maintain all licenses and permits which may be required for the
operation of each of the Tracks. At all times, Owner shall comply with, the
restrictions, rules, and conditions of all such licenses and permits.

         8.       Collections and Payments of Taxes and Other Items.
                  -------------------------------------------------

                  (a)      Payment of Taxes. Manager agrees to pay timely, from
                           ----------------
         Gross Receipts, all sales, excise, employment, and similar taxes
         relating to the Operations.


--------------------------------------------------------------------------------
                                                                          Page 9

<PAGE>

                  (b)      Billing Practices and Procedures. In accordance with
                           --------------------------------
         the terms of Paragraph 1(a)(viii) above, the practices and procedures
         for the invoicing and the extension of credit to customers of the
         Foodservice Facilities shall be subject to the reasonable approval of
         Owner.

                  (c)      Cash Handling and Cash Management Policies. In
                           ------------------------------------------
         connection with the conduct of the Operations, Manager agrees to employ
         reasonable and appropriate internal control procedures to protect
         against the misappropriation of cash funds. Owner hereby agrees that it
         shall provide cash collections services at each Track and shall ensure
         that all monies are wire transferred into Manager's account upon
         Owner's receipt of funds, but in all cases in no more than five (5)
         days, subject to verification by Owner's bank of receipt of such funds.

                  (d)      Monthly Settlement. Owner and Manager will meet
                           ------------------
         monthly to determine funds owed to each respective party and shall
         exchange checks to settle any such outstanding amounts.

                  (e)      Group Packages. Owner sells packages for Suites and
                           --------------
         other locations at each Track that include a food and beverage
         component. The appropriate food and beverage portion of any payment
         received by Owner for any such package shall be transmitted monthly to
         Manager. Owner and Manager hereby agree to work together, in good
         faith, in order to mutually agree on changes to existing group packages
         and creation of new group packages (including pricing and allocation to
         the Operations consistent with past practices).

         9.       Use of Facilities.
                  -----------------

                  (a)      Access to Facilities. Access to the Foodservice
                           --------------------
         Facilities shall be limited to the authorized representatives of, and
         other persons designated by, Owner and Manager for the purpose of the
         reasonable exercise of Owner's and Manager's rights and obligations
         hereunder.

                  (b)      Signs, Displays and Advertising. Manager agrees that
                           -------------------------------
         all signs and displays, and the content and graphics thereof, to be
         utilized by Manager at the Tracks shall be subject to the prior
         reasonable approval of Owner. Manager may use its name and logo and
         that of any affiliate of Manager and Manager may, with the reasonable
         approval of Owner, use the name and logo of Owner and the name by which
         a Track is known in the signage, displays, menus, and similar items
         used in connection with the Operations. In addition, Manager may, in a
         reasonable and tasteful fashion and with the reasonable approval of
         Owner, promote its affiliation with the Tracks, Owner, each Track, and
         the services provided by Manager under this Agreement in Manager's and
         its affiliates' corporate stationery, brochures, web sites, and similar
         promotional material.


--------------------------------------------------------------------------------
                                                                         Page 10

<PAGE>

                  (c)      Parking. Owner shall provide to Manager, free of
                           -------
         charge, sufficient parking spaces, located reasonably proximate to each
         of the Tracks and the Foodservice Facilities, for all of Manager's
         employees and vendors. Manager acknowledges and agrees that for events,
         such parking may be offsite with bussing to the Track, consistent with
         past practices.

                  (d)      Office Space and Equipment. Owner shall provide to
                           --------------------------
         Manager, at Owner's sole and exclusive cost and expense (and not as a
         landlord), adequate office space and equipment for Manager's employees
         (e.g., chefs, sous chefs, Director of Operations, General Manager,
         accounting and human resources staff) to manage the Operations, which
         shall include, but not be limited to, furniture, phone systems and
         switches, HVAC, electricity, and lighting.

                  (e)      Utilities. Owner and Manager hereby agree that
                           ---------
         Manager shall not pay any occupancy, utility, or common area charges;
         provided, however, that Manager shall pay for its own local and long
         distance service, but may use Owner's telephone equipment at no cost.
         Manager shall pay for all utilities to the extent that, consistent with
         past practices, they are separately metered.

         10.      Definition of Gross Receipts. As used in this Agreement, the
                  ----------------------------
term "Gross Receipts" shall mean the sum of (i) total gross revenues, in
accordance with generally accepted accounting principles, from the Operations
pursuant to the terms of this Agreement sold in or from the Foodservice
Facilities, and (ii) service charges or gratuities not paid to employees;
provided, however, that Gross Receipts shall not include: (a) any service
charges or gratuities paid to employees, (b) any city, county, state, or federal
use, excise, or similar tax imposed on the sale or use of the Food and Beverage
Items collected and paid to applicable taxing authorities by Manager, or (c) any
tax imposed on the resale of any Owner's or Manager's Equipment. Notwithstanding
anything in this Agreement to the contrary, the definition of Gross Receipts
shall not include any revenues derived from the Boston Concessions Agreement,
      ---
pursuant to Section 3.1(e) of the Asset Purchase Agreement.

         11.      Commissions.
                  -----------

                  (a)      As further consideration for Owner's grant of the
         exclusive rights and privileges to Manager pursuant to this Agreement,
         and as the sole compensation due and owing from Manager to Owner
         hereunder, Manager agrees to pay Owner or to such of Owner's
         subsidiaries, as Owner shall from time to time direct, the following
         percentages of Gross Receipts generated in the following areas of the
         Tracks during each Contract Year during the first (1st) ten (10)
         Contract Years of the Term (collectively, the "Commissions"):


--------------------------------------------------------------------------------
                                                                         Page 11

<PAGE>

           Source of Gross Receipts         Percentage of Gross Receipts
           ------------------------         ----------------------------
            (i) Concessions                               *
            (ii) Suites                                   *
            (iii) Hospitality Villages                    *
            (iv) Third-Party Concessions                  *
            (v) Clubs                                     *


                  (b)      To the extent that this Agreement is extended for ten
         (10) additional Contract Years beyond the initial ten (10) year Term,
         Manager agrees to pay Owner or to such of Owner's subsidiaries, as
         Owner shall from time to time direct, Commissions according to the
         following percentages of Gross Receipts generated in the following
         areas of the Tracks during each Contract Year:

           Source of Gross Receipts         Percentage of Gross Receipts
           ------------------------         ----------------------------
            (i) Concessions                               *
            (ii) Suites                                   *
            (iii) Hospitality Villages                    *
            (iv) Third-Party Concessions                  *
            (v) Clubs                                     *


         (c)      Lowes Club. If Manager is not the exclusive operator of the
                  ----------
Lowes Club on or before the commencement of the fourth (4th) Contract Year, the
amount of Commissions that Manager pays to Owner shall be reduced by
                                *
each Contract Year thereafter until Manager is the exclusive operator of the
Lowes Club, which amount shall be reduced on a pro rata basis for any partial
Contract Years.

         (d)      Prepayment. On the Commencement Date, Manager shall pay to
                  ----------
Owner      *      , which amount shall be a prepayment of commissions owing from
Manager to Owner under this Agreement (the "Commission Prepayment"). Manager
shall retain all Commissions otherwise owing to Owner pursuant to this Agreement
until the outstanding amount of the Commission Prepayment, plus an  *  percent
(*%) per annum commission charge, compounded monthly, has been retained by
Manager, at which time Manager shall commence payment of Commissions to Owner
pursuant to the terms of this Agreement. Such commission charge shall accrue on
the outstanding amount of the Commission Prepayment. For this purpose, the
Commission Prepayment, or portion thereof, shall be outstanding until such time
as it is repaid. Such repayment shall be deemed made as and when the applicable
retained Commissions would have been paid in accordance with Paragraph 12 below.

         (e)      Special Additional Commission. *
                  -----------------------------




--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 12

<PAGE>

*



















         12.      Accountings; Payment of Commissions. Within thirty (30) days
                  -----------------------------------
following the last day of each month during the Term, Manager shall provide
Owner with a statement detailing all Gross Receipts from the Operations
generated during such month, separated by department and event, together with a
statement of the applicable Commissions due for such Gross Receipts
(collectively, the "Statement"). When Manager delivers the Statement, Manager
shall also pay to Owner the appropriate Commissions for such month, unless such
Commissions are retained by Manager pursuant to Section 11(d) hereof. Within
sixty (60) days following the conclusion of each calendar year during the Term,
Manager shall provide Owner with a complete accounting (collectively, the "Final
Statement"), setting forth the calculation of the annual Gross Receipts,
separated by department and event, and the total Commissions due for the
applicable period. At any time during the Term, and for a period of one (1)
calendar year thereafter, Owner and its designated representatives (including
outside accountants) shall have the opportunity, at their sole cost and expense
(subject to the provisions set forth below), to inspect the books and records of
Manager to verify the figures contained in each Statement or Final Statement, as
the case may be. In the event that Owner disputes such figures, Owner shall
deliver a written notice of such dispute to Manager ("Dispute Notice"). If Owner
and Manager are unable to resolve such dispute within ninety (90) days following
the delivery of the Dispute Notice, Owner and Manager shall immediately submit
the dispute for resolution to a nationally recognized public accounting firm to
be mutually agreed to by Owner and Manager (the "Accounting Firm"). The
determination of Gross Receipts and Commissions in accordance with the terms
hereof made by the Accounting Firm after a full and complete inspection of
Manager's books and records shall be final and binding upon the parties. If the
Accounting Firm determines that the computation of Gross Receipts or Commissions
contained in any Statement or the Final Statement as the case may be, is
inaccurate, then either Owner shall promptly pay to Manager, or Manager shall
promptly pay to Owner, such amount as is necessary to reflect the adjustment of
Gross Receipts or


--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 13

<PAGE>

         Commissions based upon the Accounting Firm's determinations (the
"Adjusted Amount"). If the Accounting Firm determines that the computation of
Gross Receipts or Commissions contained in any Statement or the Final Statement,
as the case may be, is understated by five percent (5%) or more, then, in
addition to the Adjusted Amount (which will increase by interest at the
prevailing prime rate), Manager shall pay the entire cost of the Accounting
Firm's engagement. In all other events, the cost of the Accounting Firm's
engagement and the costs of Owner's inspection of the books and records of
Manager shall be borne by Owner.

         13.      Scope; Duration; Termination; Default.
                  -------------------------------------

                  (a)      The term of this Agreement shall be for a period of
         ten (10) years, commencing on the Closing Date, as that term is defined
         in Section 1.6 of the Asset Purchase Agreement (the "Commencement
         Date") and, unless otherwise extended by Owner pursuant to the terms of
         this Agreement, expiring on December 31, 2011 (the "Term"). For
         purposes of this Agreement, the term "Contract Year" shall mean the
         twelve (12) month period commencing on January 1st and expiring on the
         next ensuing December 31st; provided, however, the first (1st) Contract
         Year shall commence on the Commencement Date and terminate on December
         31, 2002. Manager, at its sole option, may extend the Term of this
         Agreement for an additional ten (10) Contract Years. Thereafter, the
         Term of this Agreement shall automatically renew on a year-to-year
         basis unless sooner terminated by either party upon one hundred eighty
         (180) days' written notice prior to the expiration of the then current
         term.

                  (b)      To the extent that Owner (and any of its affiliated
         or related entities) owns or manages (whether by acquisition or
         development) any other facilities, in addition to the Tracks (the
         "Future Facility"), Owner shall offer to Manager the exclusive right to
         provide and operate the food and beverage services to each such Future
         Facility under the same terms and conditions as detailed herein.

                  (c)      Owner shall have the right to terminate this
         Agreement upon the occurrence of any default by Manager upon thirty
         (30) days prior written notice to Manager specifying the nature of such
         default. A default shall be defined as the occurrence of any one (1) or
         more of the following:

                           (i)      Manager shall file a voluntary petition in
                  bankruptcy, or shall be adjudicated bankrupt or insolvent, or
                  shall file any petition or answer seeking any reorganization,
                  arrangement, composition, readjustment, liquidation,
                  dissolution, or similar relief under any present or future
                  statute or law relating to bankruptcy, insolvency or other
                  relief for debtors, whether federal or state, or shall seek,
                  consent to or acquiesce in the appointment of any trustee,
                  receiver, conservator, or liquidator of Manager or of all or
                  any substantial part of its properties (the term "acquiesce,"
                  as used herein, being deemed to include, but not be limited
                  to, the failure to file a petition or motion to vacate or
                  discharge any order, judgment, or decree providing for such
                  appointment within the time specified by law); or a court of
                  competent jurisdiction shall enter an order, judgment, or
                  decree


--------------------------------------------------------------------------------
                                                                         Page 14

<PAGE>

                  approving a petition filed against Manager seeking any
                  reorganization, arrangement, composition, readjustment,
                  liquidation, dissolution or similar relief under any present
                  or future statute or law relating to bankruptcy, insolvency,
                  or other relief for debtors, whether federal or state, and
                  Manager shall consent to or acquiesce in the entry of such
                  order, judgment, or decree, or the same shall remain unvacated
                  and unstayed for an aggregate of sixty (60) days from the day
                  of entry thereof; or any trustee, receiver, conservator, or
                  liquidator of Manager or of all or any substantial part of its
                  properties shall be appointed without the consent of or
                  acquiescence of Manager and such appointment shall remain
                  unvacated and unstayed for an aggregate of sixty (60) days; or

                           (ii)     Manager fails to perform any of its service
                  or obligations in the manner or within the time required under
                  this Agreement, or commits or permits a breach of, or default
                  in, any of its duties, liabilities, or obligations hereunder,
                  which in all cases causes (or could reasonably and in good
                  faith be expected to cause) a material and adverse effect in
                  the conduct of the Operations or the maximization of Gross
                  Receipts, and fails to fully cure or remedy such material
                  failure, breach, or default prior to the next major event,
                  after written notice from Owner to Manager specifying, in
                  sufficient detail, the nature of such material failure,
                  breach, or default, or, if such material breach or default
                  cannot reasonably be cured prior to the next major event, due
                  to third-party approval or Force Majeure, and fails to
                  diligently prosecute such cure or remedy to completion as soon
                  as is reasonably possible thereafter.

                           (iii)    Upon termination of this Agreement pursuant
                  to subparagraphs (i) or (ii) above, Manager shall only be
                  obligated to pay the Commissions for Gross Receipts prior to
                  termination in accordance with Paragraph 11 above, subject to
                  other remedies available to Manager and Owner.

                  (d)      In the event that all of Manager's services are
         terminated as provided in this Paragraph 13, Manager shall, at the
         request of Owner, continue to serve as manager of the Operations until
         a successor is selected and commences work in the Foodservice
         Facilities or until such earlier date as Owner shall specify; provided
         that Manager shall not be obligated to so continue as manager for a
         period in excess of thirty (30) days. The terms and conditions of this
         Agreement shall continue to be fully applicable during such period as
         if no termination had occurred.

                  (e)      Manager shall have the right to terminate this
         Agreement upon the occurrence of any of the following events of default
         by Owner and upon written notice to the Owner specifying the nature of
         such default:

                           (i)      Owner shall file a voluntary petition in
                  bankruptcy, or shall be adjudicated bankrupt or insolvent, or
                  shall file any petition or answer seeking any reorganization,
                  arrangement, composition, readjustment, liquidation,
                  dissolution, or similar relief under any present or future
                  statute or law relating to bankruptcy, insolvency, or other
                  relief for debtors, whether federal or state, or shall seek,


--------------------------------------------------------------------------------
                                                                         Page 15

<PAGE>

                  consent to, or acquiesce in the appointment of any trustee,
                  receiver, conservator, or liquidator of Owner or of all or any
                  substantial part of its properties (the term "acquiesce," as
                  used herein, being deemed to include, but not be limited to,
                  the failure to file a petition or motion to vacate or
                  discharge any order, judgment, or decree providing for such
                  appointment within the time specified by law); or a court of
                  competent jurisdiction shall enter an order, judgment, or
                  decree approving a petition filed against Owner seeking any
                  reorganization, arrangement, composition, readjustment,
                  liquidation, dissolution, or similar relief under any present
                  or future statute or law relating to bankruptcy, insolvency,
                  or other relief for debtors, whether federal or state, and
                  Owner shall consent to or acquiesce in the entry of such
                  order, judgment, or decree, or the same shall remain unvacated
                  and unstayed for an aggregate of sixty (60) days from the day
                  of entry thereof; or any trustee, receiver, conservator, or
                  liquidator of Owner or of all or any substantial part of its
                  properties shall be appointed without the consent or
                  acquiescence of Owner and such appointment shall remain
                  unvacated and unstayed for an aggregate of sixty (60) days;

                           (ii)     Owner fails to timely perform any of its
                  obligations under this Agreement which in all cases causes (or
                  could reasonably and in good faith be expected to cause) a
                  material and adverse effect in the conduct of the Operations
                  or the maximization of Gross Receipts, and fails to fully cure
                  or remedy such material failure, breach, or default prior to
                  the next major event after written notice from Manager to
                  Owner specifying, in sufficient detail, the nature of such
                  material failure, breach, or default, or, if such material
                  breach or default cannot reasonably be cured prior to the next
                  major event, due to third-party approval or Force Majeure, and
                  fails to diligently prosecute such cure or remedy to
                  completion as soon as is reasonably possible thereafter.

                  (f)      Manager's Termination Payment with Cause. In the
                           ----------------------------------------
         event that this Agreement is terminated prior to its scheduled
         expiration for any reason, other than a termination by Owner for
         convenience, pursuant to Paragraph 13(g), Owner hereby agrees, as a
         condition precedent to such earlier termination, to pay Manager in a
         single lump-sum payment, a termination payment (the "Caused Termination
         Payment") in an amount equal to
         *                        . Upon Manager's receipt of the Caused
         Termination Payment, Manager shall immediately transfer all right,
         title and interest to Owner in: the Purchased Assets,        *
         and Manager's exclusive rights hereunder, all of which shall be
         transferred free and clear of all liens and encumbrances.

                           (i)      *








--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 16

<PAGE>


                           (ii)     *

                  (g)      Manager's Termination Payment for Convenience. Owner
                           ---------------------------------------------
         shall have the right to terminate this Agreement without cause (i.e.,
         for Owner's convenience) at any time prior to its scheduled expiration.
         In the event that this Agreement is terminated prior to its scheduled
         expiration, pursuant to this Paragraph 13(g), then the following terms
         and conditions shall apply:

                           (i)      Such termination shall not occur earlier
                  than the * annual anniversary of the Commencement Date and no
                  later than the * annual anniversary of the Commencement Date;
                  and

                  (ii)     Owner shall pay to Manager in a single lump-sum
         payment a termination payment (the "Convenience Termination Payment")
         in an amount equal to the Caused Termination Payment plus     *     .
         Upon Manager's receipt of the Convenience Termination Payment, Manager
         shall immediately transfer all right, title and interest to Owner in:
         the Purchased Assets,       *       and Manager's exclusive rights
         hereunder, all of which shall be transferred free and clear of all
         liens and encumbrances.

                                    (aa)     *





                                    (bb)    *







                  (h)      Notwithstanding anything in this Agreement to the
         contrary, neither Owner nor Manager shall be entitled to seek, claim,
         or collect punitive damages. Accordingly, Owner and Manager hereby
         expressly waive any right to seek, claim, or collect any punitive
         damages in connection with, or related to, a breach or violation of
         this or any other agreement entered into between Owner and Manager. *



--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 17

<PAGE>

                  *



                  (i)      Owner hereby expressly agrees that, during the Term
         (including any extensions thereof) and for a period of twenty four (24)
         months following either the expiration or earlier termination of this
         Agreement, none of Owner, nor any other food or beverage service
         operator or concessionaire providing food and beverages in, to, or for
         any areas of the Tracks, nor any of their respective affiliates,
         related entities, or individuals, shall directly or indirectly solicit,
         hire, offer to hire, or employ any current salaried or management-level
         employee of Manager (including, but not limited to, Manager's current
         or former general manager, chefs, sous chefs, and the managers of the
         various areas of the Foodservice Facilities) to work in or in
         connection with the Tracks or the Foodservice Facilities as a
         consultant, employee, independent contractor, or otherwise in any other
         capacity, without Levy's prior written approval, which approval can be
         granted or denied in Levy's sole and absolute discretion.
         Notwithstanding the terms and conditions of this Paragraph 13(i), all
         existing Finish Line Events employees are exempted from this Paragraph
         13(i). Furthermore, those employees who are hired by Manager to work at
         the Operations during the      *         Contract Years and are not
         already employees of Manager, shall be exempted from this Paragraph
         13(i), but only through the      *      Contract Year; thereafter the
         terms and conditions of this Paragraph 13(i) shall be in full force and
         effect. With regard to Manager's former employees, the prohibitions in
         this Paragraph shall last for a period of twelve (12) months from their
         termination. The provisions of this Paragraph 13(i) shall survive the
         termination of this Agreement for any reason.

                  (j)      Any public announcements made upon the expiration or
         earlier termination of this Agreement shall be reasonably agreed upon
         in advance by Owner and Manager.

         14.      Indemnity.
                  ---------

         (a)      To the fullest extent permitted by law, Manager hereby
         indemnifies, defends, protects, and forever holds Owner, its respective
         shareholders, officers, directors, partners, members, employees, agents
         and representatives (collectively, the "Owner's Indemnitees") harmless
         from and against any and all claims, demands, losses, liabilities,
         actions, lawsuits and other proceedings, judgments, awards, costs and
         expenses (including reasonable attorneys' fees, paraprofessional fees
         and court-related costs), such indemnity covering, but not being
         limited to, business interruption claims, bodily injury, sickness,
         disease, death or injury to or destruction of tangible property, but in
         all events, except as expressly provided below, only to the extent
         arising directly or indirectly, in whole or in part, out of the (i)
         gross negligence or any willful misconduct, omission, or breach of its
         obligations under this Agreement by Manager or by any of its officers,
         directors, agents or employees, in connection with this Agreement or
         Manager's


--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 18

<PAGE>

         performance of its duties or authority hereunder or (ii) breach of any
         representation, warranty or covenant contained in this Agreement. The
         indemnification obligation contained in this Paragraph 14(a) shall
         expressly include, but will not be limited to, damage which occurs as a
         result of the consumption of Food and Beverage Items sold by Manager at
         the Tracks. Notwithstanding the foregoing, this Paragraph 14(a) does
         not require Manager to indemnify, defend, protect, or hold Owner or
         Owner's Indemnitees harmless for claims, demands, losses, liabilities,
         actions, lawsuits or other proceedings, judgments, awards, costs and
         expenses to the extent caused by (i) the willful or negligent acts or
         omissions of Owner or any of Owner's Indemnitees or any contractors
         hired or retained by any of them, (ii) the willful or negligent acts or
         omissions of a Track's construction contractor, any construction
         subcontractors, a Track architect or any other persons involved in the
         design, construction, renovation, or modification of a Track
         (including, but not limited to, the Foodservice Facilities), or (iii)
         any damages, claims, or liabilities caused by any part of a Track other
         than the Foodservice Facilities. If any action or proceeding (including
         any governmental investigation) shall be brought or asserted against
         Owner or Owner's Indemnitees, in respect of which indemnity may be
         sought from Manager, Owner or Owner's Indemnitees, as the case may be,
         shall promptly notify Manager in writing; provided, however, failure to
         give such notice promptly shall not diminish Owner's right to
         indemnification hereunder unless such failure materially prejudices
         Manager. Provided that the matter for which indemnity is sought is
         solely for monetary damages and provided Manager first unconditionally
         acknowledges in writing its indemnification obligations hereunder with
         respect to such matter, Manager shall have the right to assume the
         defense thereof, including the employment of counsel reasonably
         satisfactory to Owner and Owner's Indemnitees, as the case may be, and
         the payment of all expenses. Manager shall not settle any such matter
         without the prior consent of the Owner unless such settlement includes
         a complete release and discharge (with prejudice, if applicable) of the
         Owner and the Manager pays such settlement in full. If Manager assumes
         the defense of such action or proceeding, any such indemnified party
         shall have the right to employ separate counsel in any such action and
         to participate in the defense thereof, but the fees and expenses of
         such separate counsel shall be at the expense of such indemnified party
         unless (A) Manager, in its sole and absolute discretion, has agreed in
         advance and in writing to pay such fees and expenses, or (B) Manager
         has failed to assume the defense of such action or proceeding or employ
         counsel reasonably satisfactory to the indemnified party in any such
         action or proceeding. If Manager has failed to assume the defense of
         such action, Manager shall not be liable for any settlement of any such
         action or proceeding effected without its written consent, which
         consent shall not be unreasonably withheld or delayed, but if there be
         a final judgment for the plaintiff in any such action or proceeding, or
         if any such action or proceeding shall be settled and Manager shall
         have consented to such settlement, Manager agrees to indemnify,
         protect, defend, and hold harmless both Owner and Owner's Indemnitees
         from and against any loss or liability by reason of such judgment or
         settlement.

                  (b)      To the fullest extent permitted by law, Owner hereby
         indemnifies, defends, protects and forever holds Manager, its partners,
         each of its and their respective shareholders, officers, directors,
         employees, agents and representatives (collectively, the


--------------------------------------------------------------------------------
                                                                         Page 19

<PAGE>

         "Manager's Indemnitees") harmless, from and against any and all claims,
         demands, losses, liabilities, actions, lawsuits and other proceedings,
         judgments, awards, costs and expenses (including reasonable attorneys'
         fees, paraprofessional fees and court-related costs), such indemnity
         covering, but not limited to, business interruption claims, bodily
         injury, sickness, disease, death or injury to or destruction of
         tangible property, but in all events, except as expressly provided
         below, only to the extent arising directly or indirectly, in whole or
         in part, out of the (i) gross negligence or any willful misconduct or
         omission or breach of its obligations hereunder by Owner or by any of
         its officers, directors, agents or employees, in connection with this
         Agreement or (ii) breach of any representation, warranty or covenant
         contained in this Agreement.. Notwithstanding the foregoing, this
         Paragraph 14(b) does not require Owner to indemnify, defend, protect or
         hold Manager or Manager's Indemnitees harmless for claims, demands,
         losses, liabilities, actions, lawsuits or other proceedings, judgments,
         awards, costs and expenses to the extent caused by the willful or
         negligent acts or omissions of Manager or any of Manager's Indemnitees
         or any of the Manager's contractors or agents. If any action or
         proceeding (including any governmental investigation) shall be brought
         or asserted against Manager or Manager's Indemnitees, in respect of
         which indemnity may be sought from Owner, Manager or Manager's
         Indemnitees, as the case may be, shall promptly notify Owner in
         writing; provided, however, failure to give such notice promptly shall
         not diminish Manager's right to indemnification hereunder unless such
         failure materially prejudices Owner. Provided that the matter for which
         indemnity is sought is solely for monetary damages and provided Owner
         first unconditionally acknowledges in writing its indemnification
         obligations hereunder with respect to such matter, Owner shall have the
         right to assume the defense thereof, including the employment of
         counsel reasonably satisfactory to Manager and Manager's Indemnitees,
         as the case may be, and the payment of all expenses. Owner shall not
         settle any such matter without the prior consent of the Manager unless
         such settlement includes a complete release and discharge (with
         prejudice, if applicable) of the Manager and the Owner pays such
         settlement in full. If Owner assumes the defense of such action or
         proceeding, any such indemnified party shall have the right to employ
         separate counsel in any such action and to participate in the defense
         thereof, but the fees and expenses of such separate counsel shall be at
         the expense of such indemnified party unless (i) Owner, in its sole and
         absolute discretion, has agreed in writing to pay such fees and
         expenses, or (ii) Owner has failed to assume the defense of such action
         or proceeding or employ counsel reasonably satisfactory to the
         indemnified party in any such action or proceeding. If Owner has failed
         to assume the defense of such action, Owner shall not be liable for any
         settlement of any such action or proceeding effected without its
         written consent, which consent shall not be unreasonably withheld or
         delayed, but if there be a final judgment for the plaintiff in any such
         action or proceeding, or if any such action or proceeding shall be
         settled and Owner shall have consented to such settlement, Owner agrees
         to indemnify, protect, defend and hold harmless both Manager and
         Manager's Indemnitees from and against any loss or liability by reason
         of such judgment or settlement.

                  (c)      Any monetary liability indemnified under subparagraph
         (a) or (b) above shall be reduced by the proceeds of insurance received
         by the indemnified party.


--------------------------------------------------------------------------------
                                                                         Page 20

<PAGE>

                  (d)      The provisions of this Paragraph 14 shall survive the
         termination of this Agreement.

                  (e)      The indemnification obligations of Manager hereunder
         shall be the joint and several obligations of Levy and Levy Texas.

         15.      Ownership in Foodservice Facilities; Authority of Manager.
                  ---------------------------------------------------------
Manager shall have no ownership rights in the Foodservice Facilities (other than
Manager's Equipment), nor any claim of ownership with respect thereto, arising
out of this Agreement or the performance of its services hereunder. This
Agreement shall in no way be construed to authorize Manager to engage in any
brokerage services or activities of any similar nature relating to the
Foodservice Facilities.

         16.      Taxes and Contributions. Manager assumes full and exclusive
                  -----------------------
responsibility and liability for withholding and paying, as may be required by
law, all federal, state, and local taxes and contributions with respect to,
assessed against, or measured by Manager's earnings hereunder, or salaries or
other contributions or benefits paid or made available to any persons retained,
employed, or used by or for Manager in connection with its services, and any and
all other taxes and contributions applicable to its services for which Manager
may be responsible under any laws or regulations, and shall make all returns
and/or reports required in connection with any and all such laws, regulations,
taxes, contributions and benefits.

         17.      Severability. Each provision of this Agreement is intended to
                  ------------
be severable. If any term or provision hereof shall be determined by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
provision shall be deemed to be severed from this Agreement and shall not affect
the validity of the remainder of this Agreement.

         18.      Consents; Waiver. Owner and Manager hereby expressly
                  ----------------
acknowledge and agree that, unless otherwise expressly stated to the contrary in
this Agreement, all of the consents and approvals that are necessary or required
from either Owner or Manager hereunder shall not be unreasonably conditioned,
delayed, withheld, or denied. The granting of any consent or approval in any one
instance by or on behalf of either Owner or Manager shall not be construed to
waive or limit the need for such consent in any other or subsequent instance. No
waiver, express or implied, by either Owner or Manager to or of any breach or
default by the other party in the performance by the other of its obligations
hereunder shall be valid unless in writing, and no such waiver shall be deemed
or construed to be a consent or waiver to or of any other breach or default in
the performance by such other party of the same or any other obligations of such
party hereunder. Failure on the part of either party to complain of any act or
failure to act of the other party or to declare the other party in default,
irrespective of how long such failure continues, shall not constitute a waiver
by such party of its rights hereunder.

         19.      Governing Law. This Agreement is entered into in the State of
                  -------------
North Carolina and shall be governed by the internal laws thereof.

         20.      Time of Essence. Subject only to the provisions of Paragraph
                  ---------------
21 below, time is of the essence in the performance of this Agreement.


--------------------------------------------------------------------------------
                                                                         Page 21

<PAGE>

         21.      Force Majeure. A delay in or failure of performance by Owner
                  -------------
or Manager shall not constitute a default, nor shall Owner or Manager be held
liable for loss or damage, if and to the extent that such delay, failure, loss,
or damage is caused by occurrences beyond the reasonable control of such party,
and its agents, employees, contractors, subcontractors, and consultants,
including but not limited to, acts of God or the public enemy, expropriation or
confiscation of facilities, compliance with any order or request of any
governmental authority or person purporting to act therefor, acts of declared or
undeclared war, weapon of war employing atomic fission or radioactive force,
whether in the time of peace or war, public disorders, rebellion, sabotage,
revolution, earthquakes, tornadoes, floods, riots, strikes, labor or employment
difficulties, delays in transportation, inability of a party to obtain necessary
materials or equipment or permits due to existing or future laws, rules, or
regulations of governmental authorities, or any other causes, whether direct or
indirect, and whether or not of the same class or kind as those specifically
above named, not within the reasonable control of such party, or its agent,
employees, contractors, subcontractors and consultants, and which by the
exercise of reasonable diligence said party is unable to prevent. Neither Owner
nor Manager shall be entitled to the benefits of this Paragraph 21 unless it
gives reasonably prompt written notice to the other of the existence of any
event, occurrence, or condition which it believes permits a delay in the
performance of its obligations pursuant to this Paragraph 21; provided, however,
if the other party is already aware of such event causing the Force Majeure, no
such written notice shall be required.

         22.      Assignment and Subcontracts.
                  ---------------------------

                  (a)      Manager shall have no right, power, or authority to
         assign this Agreement, or any portion hereof or any monies due or to
         become due hereunder, or to delegate any duties or obligations arising
         hereunder, either voluntarily, involuntarily, or by operation of law,
         without the prior written approval of Owner, which approval shall not
         be unreasonably withheld, conditioned, or delayed; provided, however,
         that a sale, transfer, assignment, delegation, or sub-contract of this
         Agreement or duties or obligations arising hereunder to any
         wholly-owned subsidiary or affiliate (that is controlled by Levy) of
         Levy shall not a constitute sale, transfer, assignment, delegation, or
         sub-contract of this Agreement and, therefore, shall not require
         Owner's approval. No such sale, transfer, assignment, delegation, or
         sub-contract of this Agreement to a subsidiary or controlled affiliate
         of Levy shall release Manager from its duties or obligations hereunder.
         Notwithstanding the foregoing, to the extent Owner incurs marketing
         expenses as a result of such sale, transfer, assignment, delegation, or
         sub-contract, Manager shall reimburse Owner for its reasonable
         marketing expenses. For purposes of this Paragraph 22, an affiliate
         that is controlled by a person means a corporation, limited liability
         company or partnership in which such person holds more than fifty
         percent (50%) of the voting stock, membership interests or partnership
         interest, as the case may be, such that such person has the power to
         direct the management and policies of such affiliate.

                  (b)      In the event that (1) Owner either sells or transfers
         its ownership interest in any Track or Future Facility, or (2) Owner
         sells or transfers its rights to grant the right to sell food and
         beverage items in any Track or Future Facility, Owner shall use its
         best


--------------------------------------------------------------------------------
                                                                         Page 22

<PAGE>

         reasonable efforts to transfer and assign this Agreement, subject to
         Manager's approval, which approval shall not be unreasonably withheld,
         conditioned, or delayed, provided that prior to the consummation of
         such sale, assignment, or transfer, such purchaser(s), assignee(s), or
         transferee(s) expressly assumes in writing the terms and conditions of
         this Agreement and agrees to be bound by all of the obligations of
         Owner contained in this Agreement. Without waiver of the foregoing
         provisions, all of the rights, benefits, duties, liabilities, and
         obligations of the parties hereto shall inure to the benefit of, and be
         binding upon, their respective successors and assigns. Failure of
         Manager to approve the assignment of this Agreement, as aforesaid,
         shall not prevent Owner from completing any sale or transfer
         contemplated by clauses (1) or (2) above and, in the absence of such
         approval by Manager, this Agreement shall automatically terminate upon
         the completion of such sale or transfer by Owner. If Manager has
         approved of such transfer or assignment and if Owner, after utilizing
         its best reasonable efforts to transfer and assign this Agreement is
         unable to do so: (i) and such sale, transfer or assignment is of all
         Tracks and then-existing Future Facilities, then the provisions of
         Paragraph 13(g) shall apply, or (ii) and such sale, transfer or
         assignment is of less than all of the Tracks and then-existing Future
         Facilities, then the Convenience Termination Payment shall be the sum
         of (a)       *       for such Tracks and then-existing Future
         Facilities so sold or transferred, plus (b)       *       for such
         Tracks and then-existing Future Facilities so sold or transferred, plus
         (c)       *       for such Tracks and then-existing Future Facilities
         relative to total Gross Receipts for the previous Contract Year of all
         Tracks and then-existing Future Facilities so sold or transferred.

                  (c)      Manager hereby agrees that a Change In Control (as
         that term is defined below) shall constitute an assignment of this
         Agreement. "Change In Control" shall mean an acquisition, directly or
         indirectly, of (i) substantially all of the assets of Levy, (ii) more
         than fifty percent (50%) of the partnership interests of Levy or (iii)
         more than fifty percent (50%) of the voting securities or other
         interest of the general partner of Levy, in any case by another person,
         group or entity, but specifically excluding an acquisition by Compass
         Group USA, Inc. (or entities which are controlled by Compass Group USA,
         Inc.) or Lawrence F. Levy (or entities which are controlled by Lawrence
         F. Levy).

         23.      Modification of Agreement. This Agreement constitutes the
                  -------------------------
entire agreement between the parties hereto. To be effective, any modification
of this Agreement must be in writing and signed by the party to be charged
thereby.

         24.      Headings. The headings of the Paragraphs of this Agreement are
                  --------
inserted for convenience of reference only and shall not in any manner affect
the construction or meaning of anything contained therein or govern the rights
or liabilities of the parties hereto.

         25.      Interpretation. Whenever the context requires, all words used
                  --------------
in the singular number shall be deemed to include the plural and vice versa, and
each gender shall include any other gender. The use herein of the word
"including," when following any general statement, term, or matter, shall not be
construed to limit such statement, term, or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters,


--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 23

<PAGE>

whether or not non-limiting language (such as "without limitation," or "but not
limited to," or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that could
reasonably fall within the broadest possible scope of such general statement,
term, or matter.

         26.      Notices.
                  -------

                  (a)      All notices, requests, and communications required or
         permitted hereunder shall be in writing and shall be sufficiently
         given, and deemed to have been received, upon personal delivery or, if
         mailed, upon the first to occur of (i) actual receipt as evidenced by
         written receipt for certified or registered mail or a nationally
         recognized overnight courier service, or (ii) refusal of delivery or
         notification by the United States Postal Service (or nationally
         recognized overnight courier service) to the sending party that the
         notice, request, or communication is not deliverable at the address of
         the receiving party set forth below:

                  If to Owner:      Speedway Motorsports, Inc.
                                    P.O. Box 18747
                                    Charlotte, North Carolina 28218
                                    Attention: William R. Brooks
                                    Vice President and Chief Financial Officer

                  With a copy to:   Speedway Systems LLC
                                    5725-E Concord Parkway South
                                    Concord, North Carolina 28207
                                    Attention: Donnie Bobbitt
                                    Executive Vice President

                  If to Manager:    Lawrence F. Levy
                                    Chairman
                                    Levy Restaurants
                                    980 North Michigan Avenue
                                    Suite 400
                                    Chicago, Illinois 60611


--------------------------------------------------------------------------------
                                                                         Page 24

<PAGE>

                  With a copy to:   Andrew J. Lansing
                                    President
                                    Levy Restaurants
                                    980 North Michigan Avenue
                                    Suite 400
                                    Chicago, Illinois 60611

                  With a copy to:   Levy Restaurants
                                    980 North Michigan Avenue
                                    Suite 400
                                    Chicago, Illinois 60611
                                    Attention: General Counsel

                  With a copy to:   Manager's Director of Operations at his/her
                                    offices at the applicable Track

                  (b)      Notice of a change in address of one of the parties
         shall be given in writing to the other parties as provided above, but
         shall be effective only upon actual receipt.

         27.      Confidentiality; Marks.
                  ----------------------

                  (a)      Any financial statements or other financial
         information that may be provided by either party to the other prior to
         the execution of, or pursuant to the requirements contained in, this
         Agreement, whether provided voluntarily or in satisfaction of an
         obligation to do so, and the terms of this Agreement, shall be kept
         strictly confidential by the party receiving the same, except and only
         to the extent that such information may be required to be reported for
         purposes of the receiving party's financial statements or public
         reporting requirements to or by any duly constituted governmental
         authorities or a securities exchange or to any bank or other financial
         institution providing financing to Manager, Owner, or any of their
         respective affiliated or related entities or owners.

                  (b)      During the course of the performance of Manager's
         services pursuant to this Agreement, Manager and Owner may each utilize
         certain information that relates to its past, present, or future
         research, development, business activities, products, services,
         technical knowledge, and knowledge capital ("Confidential
         Information"). Furthermore, during the course of Manager's Services
         hereunder, Manager may utilize certain proprietary materials, tools,
         and methodologies including but not limited to software, programs, and
         systems (including modifications and adaptations thereto),
         documentation, training manuals, and procedures (hereinafter
         collectively referred to as "Service Solution Tools"). Service Solution
         Tools shall be deemed to be included as part of Manager's Confidential
         Information.

                  (c)      Owner and Manager hereby acknowledge and recognize
         the competitive advantage and value associated with the Confidential
         Information and hereby agrees to


--------------------------------------------------------------------------------
                                                                         Page 25

<PAGE>

         use its best efforts to, at all times, protect and preserve the
         confidentiality of each other's Confidential Information. Owner and
         Manager hereby agrees that it shall not have or retain any right,
         title, or interest in the Confidential Information of the other, except
         to use it during the term of this Agreement as expressly authorized
         from time-to-time and solely for the purpose of furthering Manager's
         services pursuant to this Agreement. Nothing in this Agreement shall
         restrict, prohibit, or limit in any way Manager's use of the Service
         Solution Tools in any manner or for any purpose whatsoever.

                  (d)      Owner and Manager hereby agrees that all Confidential
         Information, including, but not limited to, Service Solution Tools and
         all copies thereof, shall be returned to the originating party, or at
         the originating party's election may be removed by the originating
         party, upon the first of the following to occur: (a) the expiration or
         earlier termination of this Agreement or (b) originating party's
         request.

                  (e)      If Manager, in its sole discretion, authorizes Owner
         to use any its Service Solution Tools, the Service Solution Tools may
         only be used for its internal business purposes only and may not be
         used or shared for the benefit of any other party. The Service Solution
         Tools are made available "AS IS" without express or implied warranties
         of any kind. If this Agreement expires or is terminated, Owner's right,
         if any, to use the other's Service Solution Tools shall cease as of
         such expiration or termination.

                  (f)      Proprietary Marks. Owner and Manager each acknowledge
                           -----------------
         that the names, logos, service marks, trademarks, trade dress, trade
         names, and patents, whether or not registered, now or hereafter owned
         by or licensed to them respectively (or their affiliated and parent
         partners and companies) [collectively, "Marks"] are the proprietary
         Marks of such party, and the other party will not use the Marks for any
         purpose except as expressly permitted in writing. Upon termination of
         this Agreement, the using party shall (a) immediately and permanently
         discontinue the use and display of any Marks (collectively,
         "De-Image"), and (b) immediately remove and deliver to the other party
         all goods bearing any Marks. If the using party shall fail to De-Image
         the Foodservice Facilities within thirty (30) days of the termination
         or expiration date, then the other party and its agents shall have the
         right to enter the Tracks and Foodservice Facilities and De-Image the
         Premises, without prejudice to other rights and remedies.

                  (g)      Owner and Manager hereby expressly acknowledge and
         agree that the terms and provisions of this Paragraph 27 shall survive
         the expiration or earlier termination of this Agreement.

         28.      Security. Owner shall be exclusively responsible for providing
                  --------
adequate security throughout the entire Track, including the Foodservice
Facilities. Manager acknowledges that Owner shall be responsible for public
order and safety and shall have the right and authority to eject individuals
from the Foodservice Facilities as necessary.


--------------------------------------------------------------------------------
                                                                         Page 26

<PAGE>

         29.      Insurance.
                  ---------

         (a)      Liability Insurance. Manager shall obtain and maintain, at all
                  -------------------
times throughout the Term, the following coverages and minimum limits:

                  Coverage                            Minimum Limits

                  (i)      Workers Compensation &     *
                           Employers Liability



                  (ii)     General Liability          *

                                                      *



                  (iii)    Liquor Liability           *


                  (iv)     Automobile Liability       *

General liability insurance provided by Manager shall be on an occurrence basis
and shall include customary coverages, such as, but not limited to, bodily
injury, property damage, and contractual liability insurance. A Certificate of
Insurance shall be provided by Manager to Owner evidencing the Coverages and
Minimum Limits listed in this Paragraph 29(a), as well as the property damage
insurance detailed below, within fifteen (15) days of the commencement of the
Term of this Agreement and annually thereafter. The Certificate shall include
the Owner as an Additional Insured for all coverages other than the Workers
Compensation & Employers Liability and shall also include a Waiver of
Subrogation naming Owner under all policies. Manager or its representatives
shall provide a thirty-day notice of cancellation or material change or any
coverages required in this Paragraph 29(a).

                  (b)      Property Damage Insurance. Throughout the Term, Owner
                           -------------------------
         shall be responsible for maintaining all insurance for Owner's
         Equipment (including the Las Vegas Equipment and the Lowes Club
         Equipment) utilized in connection with the Operations against property
         damage for ninety percent (90%) of the replacement value of such
         assets.

                  (c)      Property Damage Insurance. Throughout the Term,
                           -------------------------
         Manager shall be responsible for maintaining all insurance for all
         Manager's Equipment utilized in connection with the Operations against
         property damage for one hundred percent (100%) of the replacement value
         of such assets.


--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 27

<PAGE>

         30.      Administrators.
                  --------------

                  (a)      Manager Administrator. Manager shall appoint a
                           ---------------------
         Manager Administrator, subject to Owner's reasonable approval, to work
         with the Owner Administrator in managing all aspects of this Agreement.
         The Manager Administrator shall act as the sole point of contact for
         the Owner Administrator. Any issues that the Owner may have during the
         Term of this Agreement shall be addressed to Owner through the Manager
         Administrator. The Owner Administrator and the Manager Administrator
         shall schedule monthly meetings, and hold emergency special meetings as
         needed, which may be held in person or via telephonic conference, to
         discuss any issues that come to their attention during the course of
         the previous month, including, without limitation, general day-to-day
         operations, customer satisfaction, and financial performance.

                  (b)      Owner Administrator. Owner shall appoint an Owner
                           -------------------
         Administrator, subject to Manager's reasonable approval, to work with
         the Manager Administrator in managing all aspects of this Agreement.
         The Owner Administrator shall act as the sole point of contact for the
         Manager Administrator. The Owner Administrator and the Manager
         Administrator shall schedule monthly meetings, and hold emergency
         special meetings as needed, which may be held in person or via
         telephonic conference, to discuss any issues that come to their
         attention during the course of the previous month, including, without
         limitation, general day-to-day operations, customer satisfaction and
         financial performance.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                   Speedway Motorsports, Inc.,
                                   a Delaware corporation

                                   By:  /s/ O. Bruton Smith
                                        ----------------------------------------

                                   Its: CEO
                                        ----------------------------------------

                                   Levy Premium Foodservice Limited Partnership,
                                   an Illinois limited partnership

                                   By:  /s/ Robert E. Seiffert
                                        ----------------------------------------

                                   Its: Treasurer of its General Partner
                                        ----------------------------------------


--------------------------------------------------------------------------------
                                                                         Page 28

<PAGE>

                                   Levy Premium Foodservice Limited Partnership
                                   of Texas,
                                   a Texas limited partnership

                                   By:  /s/ Robert E. Seiffert
                                        ----------------------------------------

                                   Its: Treasurer of its General Partner
                                        ----------------------------------------


--------------------------------------------------------------------------------
                                                                         Page 29

<PAGE>

                                  EXHIBIT "E-1"
                                  -------------

                                        *


--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 30

<PAGE>

                                  EXHIBIT "E-2"
                                  -------------

                                        *


--------------------------------------------------------------------------------
*Confidential portion has been omitted and filed separately with the Commission.

                                                                         Page 31