<PAGE>   1
                                                          Exhibit No. 10(vii)(a)
                              AMENDED AND RESTATED
                    FANZ ENTERPRISES, INC. PROMOTIONAL SHARES
                                LOCK-IN AGREEMENT

I. This Amended and Restated Promotional Shares Lock-In Agreement ("Agreement"),
which was entered into on the 19th day of July, 2001, by and among FANZ
ENTERPRISES, INC. ("Issuer"), whose principal place of business is located at
3020-I Prosperity Church Rd., Charlotte, North Carolina 28269-7197, and JACKSON
ROSCOE MOTORSPORTS, LLC, J. ROE HITCHCOCK, FREDERICK L. MCDONALD, II and MICHAEL
J. WURTSBAUGH (each individually a "Security Holder" and collectively the
"Security Holders") witnesses that:

          A.        Issuer has filed an application with the Securities
                    Administrator of the States of Alabama, Arizona, Arkansas,
                    California, Colorado, Connecticut, Delaware, Florida,
                    Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
                    Louisiana, Maine, Maryland, Massachusetts, Michigan,
                    Minnesota, Mississippi, Nevada, New Hampshire, New Jersey,
                    New York, North Carolina, Ohio, Oklahoma, Oregon,
                    Pennsylvania, South Carolina, Tennessee, Texas, Virginia,
                    West Virginia, and Wyoming ("Administrators") to register
                    certain of its Equity Securities for sale to public
                    investors who are residents of those states
                    ("Registration");

          B.        The Security Holders are the owners of the shares of common
                    stock or similar securities and/or possess convertible
                    securities, warrants, options or rights which may be
                    converted into, or exercised to purchase shares of common
                    stock or similar securities of Issuer.

          C.        The Security Holders entered into a Promotional Shares
                    Lock-In Agreement dated June 13, 2001 (the "Original
                    Promotional Shares Lock-In Agreement"). Issuer has been
                    requested by Administrators to amend the Original
                    Promotional Shares Lock-In Agreement as a pre-condition to
                    approval of the Company's application for securities
                    registration under the Coordinated Equity Review Program.

          D.        As a condition to Registration, the Issuer and the Security
                    Holders ("Signatories") agree to be bound by the terms of
                    this Agreement.

II. THEREFORE, the Security Holders agree that this Amended and Restated FanZ
Enterprises, Inc. Promotional Shares Lock-In Agreement shall replace the
Original Promotional Shares Lock-In Agreement. As of the date of this Agreement,
the Original Promotional Shares Lock-In Agreement shall be deemed terminated and
of no effect.


III. THEREFORE, the Security Holders agree not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or dispose of,
whether or not for consideration, directly or indirectly, PROMOTIONAL SHARES as
defined in the North American Securities Administrators Association ("NASAA")
Statement of Policy on Corporate Securities Definitions, and as set forth on
EXHIBIT 1 to this Agreement, and all certificates representing



<PAGE>   2

stock dividends, stock splits, recapitalizations, and the like, that are granted
to, or received by, the Security Holder while the PROMOTIONAL SHARES are subject
to this Agreement ("Restricted Securities").

         Beginning two years from the completion date of the public offering,
two and one-half percent (2 1/2 %) of the Restricted Securities may be released
each quarter pro rata among the Security Holders. All remaining Restricted
Securities shall be released from escrow on the anniversary of the fourth year
from the completion date of the public offering.

IV.      THEREFORE, the Signatories agree and will cause the following:

         A.       In the event of a dissolution, liquidation, merger,
                  consolidation, reorganization, sale or exchange of the
                  Issuer's assets or securities (including by way of tender
                  offer), or any other transaction or proceeding with a person
                  who is not a Promoter, which results in the distribution of
                  Issuer's assets or securities ("Distribution"), while this
                  Agreement remains in effect that:

                    1.        All holders of Issuer's EQUITY SECURITIES will
                              initially share on a pro rata, per share basis in
                              the Distribution, in proportion to the amount of
                              cash or other consideration that they paid per
                              share for their EQUITY SECURITIES (provided that
                              the Administrator has accepted the value of the
                              other consideration), until the shareholders who
                              purchased Issuer's EQUITY SECURITIES pursuant to
                              the public offering ("Public Shareholders") have
                              received, or have had irrevocably set aside for
                              them, an amount that is equal to one hundred
                              percent (100%) of the public offering's price per
                              share times the number of shares of EQUITY
                              SECURITIES that they purchased pursuant to the
                              public offering and which they still hold at the
                              time of the Distribution, adjusted for stock
                              splits, stock dividends recapitalizations and the
                              like; and

                    2.        All holders of Issuer's EQUITY SECURITIES shall
                              thereafter participate on an equal per share basis
                              times the number of shares of EQUITY SECURITIES
                              they hold at the time of the Distribution,
                              adjusted for stock splits, stock dividends,
                              recapitalizations and the like.

                    3.        The Distribution may proceed on lesser terms and
                              conditions than the terms and conditions stated in
                              paragraphs 1 and 2 above if a majority of the
                              EQUITY SECURITIES that are not held by Security
                              Holders, officers, directors, or Promoters of the
                              Issuer, or their associates or affiliates vote, or
                              consent by consent procedure, to approve the
                              lesser terms and conditions.

          B.        In the event of a dissolution, liquidation, merger,
                    consolidation, reorganization, sale or exchange of the
                    Issuer's assets or securities (including by way of tender
                    offer), or any other transaction or proceeding with a person
                    who is a Promoter,



<PAGE>   3

                    which results in a Distribution while this Agreement remains
                    in effect, the Restricted Securities shall remain subject to
                    the terms of this Agreement.

          C.        Restricted Securities may be transferred by will, the laws
                    of descent and distribution, the operation of law, or by
                    order of any court of competent jurisdiction and proper
                    venue.

          D.        Restricted Securities of a deceased Security Holder may be
                    hypothecated to pay the expenses of the deceased Security
                    Holder's estate. The hypothecated Restricted Securities
                    shall remain subject to the terms of this Agreement.
                    Restricted Securities may not be pledged to secure any other
                    debt.

          E.        Restricted Securities may be transferred by gift to the
                    Security Holder's family members, provided that the
                    Restricted Securities shall remain subject to the terms of
                    this Agreement.

          F.        With the exception of paragraph A.3 above, the Restricted
                    Securities shall have the same voting rights as similar
                    EQUITY SECURITIES not subject to the Agreement.

          G.        A notice shall be placed on the face of each stock
                    certificate of the Restricted Securities covered by the
                    terms of the Agreement stating that the transfer of the
                    stock evidenced by the certificate is restricted in
                    accordance with the conditions set forth on the reverse side
                    of the certificate; and

          H.        A typed legend shall be placed on the reverse side of each
                    stock certificate of the Restricted Securities representing
                    stock covered by the Agreement which states that the sale or
                    transfer of the shares evidenced by the certificate is
                    subject to certain restrictions until the anniversary of the
                    fourth year from the completion date of the public offering
                    pursuant to an agreement between the Security Holder
                    (whether beneficial or of record) and Issuer, which
                    agreement is on file with Issuer and the stock transfer
                    agent from which a copy is available upon request and
                    without charge.

          I.        The term of this Agreement shall begin on the date that the
                    Registration is declared effective by the Administrators
                    ("Effective Date") and shall terminate:

                    1.        On the anniversary of the fourth year from the
                              completion date of the public offering; or

                    2.        On the date the Registration has been terminated
                              if no securities were sold pursuant thereto; or

                    3.        If the Registration has been terminated, the date
                              that checks representing all of the gross proceeds
                              that were derived therefrom and addressed to the



<PAGE>   4

                              public investors have been placed in the U.S.
                              Postal Service with first class postage affixed;
                              or

                    4.        On the date the securities subject to this
                              Agreement become "Covered Securities," as defined
                              under the National Securities Markets Improvement
                              Act of 1996.

          J.        This Agreement to be modified only with the written approval
                    of the Administrators.

V.       THEREFORE, Issuer will cause the following:

          A.        A manually signed copy of the Agreement signed by the
                    Signatories to be filed with the Administrators prior to the
                    Effective Date;

          B.        Copies of the Agreement and a statement of the per share
                    initial public offering price to be provided to the Issuer's
                    stock transfer agent;

          C.        Appropriate stock transfer orders to be placed with Issuer's
                    stock transfer agent against the sale or transfer of the
                    shares covered by the Agreement prior to its expiration,
                    except as may otherwise be provided in this Agreement;

          D.        The above stock restriction legends to be placed on the
                    periodic statement sent to the registered owner if the
                    securities subject to this Agreement are uncertificated
                    securities.

Pursuant to the requirements of this Agreement, the Signatories have entered
into this Agreement, which may be written in multiple counterparts and each of
which shall be considered an original. The Signatories have signed the Agreement
in the capacities, and on the dates, indicated.


<PAGE>   5



         IN WITNESS WHEREOF, the Signatories have executed this AMENDED AND
RESTATED FANZ ENTERPRISRES, INC. PROMOTIONAL SHARES LOCK-IN AGREEMENT as of the
date first written above.

<TABLE>
<CAPTION>
<S>                                                  <C>
Issuer:                                                       Security Holders:

FANZ ENTERPRISES, INC.                               JACKSON ROSCOE MOTORSPORTS, LLC


By:   /s/ Frederick L. McDonald, II                  By:    /s/ J. Roe Hitchcock
    ----------------------------------------             -------------------------------------
      Frederick L. McDonald, II                                    J. Roe Hitchcock
      President                                                    Member


                                                     X   /s/ Michael J. Wurtsbaugh
                                                       ---------------------------------------
                                                         Michael J. Wurtsbaugh


                                                     X   /s/ Frederick L. McDonald, II
                                                       ---------------------------------------
                                                        Frederick L. McDonald, II


                                                     X    /s/ J. Roe Hitchcock
                                                        --------------------------------------
                                                        J. Roe Hitchcock
</TABLE>




<PAGE>   6


                                    EXHIBIT 1
                                    ---------

-    10,000,000 shares of Issuer's common stock held by Jackson Roscoe
     Motorsports, LLC.

-    10,000 shares of Issuer's preferred stock held by Jackson Roscoe
     Motorsports, LLC.

-    The options to purchase up to 500,000 shares of Issuer's common stock
     granted to Mr. Wurtsbaugh and any shares of common stock actually purchased
     by Mr. Wurtsbaugh pursuant to the options granted.

-    Any shares purchased by the parties hereto in this offering.