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                                                                     EXHIBIT 4.1

                           SPEEDWAY MOTORSPORTS, INC.
                             1994 STOCK OPTION PLAN
                              AMENDED AND RESTATED
                                   MAY 5, 1998


        1. Purposes of Plan. The purpose of the Plan which shall be known as the
Speedway Motorsports, Inc. 1994 Stock Option Plan and is hereinafter referred to
as the "Plan", are (i) to provide incentives for key employees, directors,
consultants and other individuals providing services to Speedway Motorsports,
Inc. (the "Company") and its subsidiaries (within the meaning of Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code"), each of which is
referred to herein as a "Subsidiary") by encouraging their ownership of the
common stock, $0.01 par value, of the Company (the "Stock") and (ii) to aid the
Company in retaining such key employees, directors, consultants and other
individuals upon whose efforts the Company's success and future growth depends,
and attracting other such employees, directors, consultants and other
individuals.

        2. Administration. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors, as hereinafter provided.
For purposes of administration, the Committee, subject to the terms of the Plan,
shall have plenary authority to establish such rules and regulations, to make
such determinations and interpretations, and to take such other administrative
actions, as it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be final, conclusive and binding on
all persons, including Optionees and their legal representatives and
beneficiaries. Notwithstanding the foregoing, in the event that there is no
Compensation Committee, then the powers to be exercised by the Compensation
Committee hereunder shall be exercised by the Board of Directors.

        The Committee shall be appointed from time to time by the Board of
Directors and shall consist of not fewer than two of its members. No member of
the Board of Directors who serves on the Committee shall be eligible to
participate in the Plan. The Committee shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a quorum.
All determinations of the Committee shall be made by a majority of its members.
Any decision or determination reduced to writing and signed by all members shall
be as effective as if it had been made by a majority vote at a meeting duly
called and held. The Committee may appoint a secretary (who need not be a member
of the Committee). No member of the Committee shall be liable for any act or
omission with respect to his service on the Committee, if he acts in good faith
and in a manner he reasonably believes to be in or not opposed to the best
interests of the Company.

        3. Stock Available for Options. There shall be available for options
under the Plan a total of 3,000,000 shares of Stock, subject to any adjustments
which may be made pursuant to Section 5(f) hereof. Shares of Stock used for
purposes of the Plan may be either authorized and unissued shares, or previously
issued shares held in treasury of the Company, or both. Shares of Stock covered
by options which have terminated or expired prior to exercise or which have been

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tendered as payment upon exercise of other options pursuant to Section 5(c),
shall be available for further option grants hereunder.

        4. Eligibility. Options under the Plan may be granted to key employees
of the Company or any Subsidiary, including officers or directors of the Company
or any Subsidiary, and to directors, consultants and other individuals providing
services to the Company or any Subsidiary. Options may be granted to eligible
employees whether or not they hold or have held options previously granted under
the Plan or otherwise granted or assumed by the Company. In selecting employees
for options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the employee's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Company or Subsidiary shall be
considered employment for purposes of the Plan (and the period of such service
shall be considered the period of employment for purposes of Section 5(d) of the
Plan); provided, however, that incentive stock options may be granted under the
Plan only to an individual who is an "employee" (as such term is used in Section
422 of the Code) of the Company or any Subsidiary.

        5. Terms and Conditions of Options. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case, subject
to the following:

                (a) Option Price. The price at which each share of Stock covered
        by an incentive option granted under the Plan may be purchased shall not
        be less than the market value per share of Stock on the date of grant of
        the option. In the case of any option intended to be an incentive stock
        option granted to an individual owning (directly or by attribution as
        provided in Section 424(d) of the Code), on the date of grant, stock
        possessing more than 10% of the total combined voting power of all
        classes of stock of the Company or any Subsidiary (which individual
        shall hereinafter be referred to as a "10% Stockholder"), the price at
        which each share of Stock covered by the option may be purchased shall
        not be less than 110% of the market value per share of Stock on the date
        of grant of the option. The date of the grant of an option shall be the
        date specified by the Committee in its grant of the option. The price at
        which each share of Stock covered by an option granted under the Plan
        (but not as an incentive option) may be purchased shall be the price
        determined by the Committee, in its absolute discretion, to be suitable
        to attain the purposes of this Plan.

                (b) Option Period. The period for exercise of an option shall in
        no event be more than ten years from the date of grant, or in the case
        of an option intended to be an incentive stock option granted to a 10%
        Stockholder, more than five years from the date of grant. Options may,
        in the discretion of the Committee, be made exercisable in installments
        during the option period. Any shares not purchased on any applicable
        installment date may be purchased thereafter at any time before the
        expiration of the option period.

                (c) Exercise of Options. In order to exercise an option, the
        Optionee shall deliver to the Company written notice specifying the
        number of shares of Stock to be purchased, together with cash or a
        certified or bank cashier's check payable to the order

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        of the Company in the full amount of the purchase price therefor;
        provided that, for the purpose of assisting an Optionee to exercise an
        option, the Company may make loans to the Optionee or guarantee loans
        made by third parties to the Optionee, on such terms and conditions as
        the Board of Directors may authorize; and provided further that such
        purchase price may be paid in shares of Stock, or in nonstatutory
        options granted under the Plan (provided, however, that the purchase
        price of Stock acquired under an incentive stock option may not be paid
        in options), in either case owned by the Optionee and having a market
        value on the date of exercise not less than the aggregate purchase
        price, or in any combination of cash, Stock and such options. For
        purposes of this Section 5(c), the market value per share of Stock shall
        be the last sale price regular way on the date of reference, or, in case
        no sales take place on such date, the average of the closing high bid
        and low asked prices regular way, in either case on the principal
        national securities exchange on which the Stock is listed or admitted to
        trading, or if the Stock is not listed or admitted to trading on any
        national securities exchange, the last sale price reported on the
        National Market System of the National Association of Securities Dealers
        Automated Quotation system ("NASDAQ") on such date, or the average of
        the closing high bid and low asked prices of the Stock in the
        over-the-counter market reported on NASDAQ on such date, as furnished to
        the Committee by any New York Stock Exchange member selected from time
        to time by the Committee for such purpose. If there is no bid or asked
        price reported on any such date, the market value shall be determined by
        the Committee in accordance with the regulations promulgated under
        Section 2031 of the Code, or by any other appropriate method selected by
        the Committee. For purposes of this Section 5(c), the market value of an
        option granted under the Plan shall be the market value of the
        underlying Stock, determined as aforesaid, less the exercise price of
        the option. If the Optionee so requests, shares of Stock purchased upon
        exercise of an option may be issued in the name of the Optionee or
        another person. An Optionee shall have none of the rights of a
        stockholder until the shares of Stock are issued to him.

                (d) Effect of Termination of Employment.

                    (i)   An option may not be exercised after the Optionee has
                ceased to be in the employ of the Company or any Subsidiary for
                any reason other than the Optionee's death, Disability or
                Involuntary Termination Without Cause. Any cessation of
                employment, for purposes of incentive stock options only, shall
                include any leave of absence in excess of 90 days unless the
                Optionee's reemployment rights are guaranteed by law or by
                contract. "Cause" shall mean any act, action or series of acts
                or actions or any omission, omissions, or series of omissions
                which result in, or which have the effect of resulting in, (i)
                the commission of a crime by the Optionee involving moral
                turpitude, which crime has a material adverse impact on the
                Company, (ii) gross negligence or willful misconduct which is
                continuous and results in material damage to the Company, or
                (iii) the continuous, willful failure of the person in question
                to follow the reasonable directives of the Board of Directors.
                "Disability" shall mean the inability or failure of a person to
                perform those duties for the Company traditionally assigned to
                and performed by such person because of the person's then-
                existing physical or mental condition, impairment or incapacity.
                The fact of disability shall be determined by the Committee,
                which may consider such

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                evidence as it considers desirable under the circumstances, the
                determination of which shall be final and binding upon all
                parties. "Involuntary Termination Without Cause" shall mean
                either (i) the dismissal of, or the request for the resignation
                of, a person, by court order, order of any court-appointed
                liquidator or trustee of the Company, or the order or request of
                any creditors' committee of the Company constituted under the
                federal bankruptcy laws, provided that such order or request
                contains no specific reference to Cause; or (ii) the dismissal
                of, or the request for the resignation of, a person, by a duly
                constituted corporate officer of the Company, or by the Board,
                for any reason other than for Cause.

                    (ii)  During the three months after the date of the
                Optionee's Involuntary Termination Without Cause, the Optionee
                shall have the right to exercise the Options granted under the
                Plan, but only to the extent the Option was exercisable on the
                date of the cessation of the Optionee's employment.

                    (iii) During the twelve months after Termination of the
                Optionee's employment with the Company as a result of the
                Optionee's Disability, the Optionee shall have the right to
                exercise the Options granted under the Plan, but only to the
                extent the Option was exercisable on the date of the cessation
                of the Optionee's employment.

                    (iv)  In the event of the death of the Optionee while
                employed or, in the event of the death of the Optionee after
                cessation of employment described in subparagraph (ii) or (iii),
                above, but within the three-month or twelve-month period
                described in subparagraph (ii) or (iii), above, upon the
                expiration of twelve months following the Optionee's death.
                During such extended period, the Option may be exercised by the
                person or persons to whom the deceased Optionee's rights under
                the Option Agreement shall pass by will or by the laws of
                descent or distribution, but only to the extent the Option was
                exercisable on the date of the cessation of the Optionee's
                employment, but only as to any shares exercisable on the date of
                the Optionee's employment so terminates. The provisions of the
                foregoing sentence shall apply to any outstanding options which
                are incentive stock options to the extent permitted by Section
                422(d) of the Code and such outstanding options in excess
                thereof shall, immediately upon the occurrence of the event
                described in the preceding sentence, be treated for all purposes
                of the Plan as nonstatutory stock options and shall be
                immediately exercisable as such as provided in the foregoing
                sentence.

                In no event shall any option be exercisable beyond the
        applicable exercise period provided in Section 5(b) of the Plan. Nothing
        in the Plan or in any option granted pursuant to the Plan (in the
        absence of an express provision to the contrary) shall confer on any
        individual any right to continue in the employ of the Company or any
        Subsidiary or interfere in any way with the right of the Company to
        terminate his employment at any time.

                (e) Nontransferability of Options. During the lifetime of an
        Optionee, options held by such Optionee shall be exercisable only by
        him. No option shall be transferable

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        other than by will or the laws of descent and distribution.

                (f) Adjustments for Change in Stock Subject to Plan. In the
        event of a reorganization, recapitalization, stock split, stock
        dividend, combination of shares, merger, consolidation, rights offering
        or any other change in the corporate structure or shares of the Company,
        (i) except as provided in clause (ii) below, the Committee shall make
        such adjustments, if any, as it deems appropriate in the number and kind
        of shares covered by outstanding options, or in the option price per
        share, or both, and (ii) the Board of Directors of the Company shall
        make such adjustments, if any, as it deems appropriate in the number and
        kind of shares covered by outstanding options, or in the option price
        per share, or both, with respect to options held by directors of the
        Company.

                (g) Acceleration of Exercisability of Options Upon Occurrence of
        Certain Events. In connection with any merger or consolidation in which
        the Company is not the surviving corporation and which results in the
        holders of the outstanding voting securities of the Company (determined
        immediately prior to such merger or consolidation) owning less than a
        majority of the outstanding voting securities of the surviving
        corporation (determined immediately following such merger or
        consolidation), or any sale or transfer by the Company of all or
        substantially all its assets or any tender offer or exchange offer for
        or the acquisition, directly or indirectly, by any person or group of
        all or a majority of the then-outstanding voting securities of the
        Company, all outstanding options under the Plan shall become exercisable
        in full, notwithstanding any other provision of the Plan or of any
        outstanding options granted thereunder, on and after (i) the fifteenth
        day prior to the effective date of such merger, consolidation, sale,
        transfer or acquisition or (ii) the date of commencement of such tender
        offer or exchange offer, as the case may be. The provisions of the
        foregoing sentence shall apply to any outstanding options which are
        incentive stock options to the extent permitted by Section 422(d) of the
        Code and such outstanding options in excess thereof shall, immediately
        upon the occurrence of the event described in clause (i) or (ii) of the
        foregoing sentence, be treated for all purposes of the plan as
        nonstatutory stock options and shall be immediately exercisable as such
        as provided in the foregoing sentence. Notwithstanding the foregoing, in
        no event shall any option be exercisable after the date of termination
        of the exercise period of such option specified in Sections 5(b) and
        5(d).

                (h) Registration, Listing and Qualification of Shares of Stock.
        Each option shall be subject to the requirement that if at any time the
        Board of Directors shall determine that the registration, listing or
        qualification of shares of Stock covered thereby upon any securities
        exchange or under any federal or state law, or the consent or approval
        of any governmental regulatory body, is necessary or desirable as a
        condition of, or in connection with, the granting of such option or the
        purchase of shares of Stock thereunder, no such option may be exercised
        unless and until such registration, listing, qualification, consent or
        approval shall have been effected or obtained free of any conditions not
        acceptable to the Board of Directors. The Company may require that any
        person exercising an option shall make such representations and
        agreements and furnish such information as it deems appropriate to
        assure compliance with the foregoing or any other applicable legal
        requirement.

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                (i) Other Terms and Conditions. The Committee may impose such
        other terms and conditions, not inconsistent with the terms hereof, on
        the grant or exercise of options, as it deems advisable.

                (j) Reload Options. If upon the exercise of an option granted
        under the Plan (the "Original Option") the Optionee pays the purchase
        price for the Original Option pursuant to Section 5(c) in whole or in
        part in shares of Stock owned by the Optionee for at least six months,
        the Company shall grant to the Optionee on the date of such exercise an
        additional option under the Plan (the "Reload Option") to purchase that
        number of shares of Stock equal to the number of shares of Stock so held
        for at least six months transferred to the Company in payment of the
        purchase price in the exercise of the Original Option. The price at
        which each share of Stock covered by the Reload Option may be purchased
        shall be the market value per share of Stock (as specified in Section
        5(c)) on the date of exercise of the Original Option. The Reload Option
        shall not be exercisable until one year after the date the Reload Option
        is granted or after the expiration date of the Original Option. Upon the
        payment of the purchase price for a Reload Option granted hereunder in
        whole or in part in shares of Stock held for more than six months
        pursuant to Section 5(c), the Optionee is entitled to receive a further
        Reload Option in accordance with this Section 5(j). Shares of Stock
        covered by a Reload Option shall not reduce the number of shares of
        Stock available under the Plan pursuant to Section 3.

        6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code, provided, however, that (a) the aggregate market value
of the Stock with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code and (b) Section 5(d)(ii)
hereof shall not apply to any incentive stock option.

         7. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after, December 21, 2004; provided, however,
that the Board of Directors may at any time prior to that date terminate the
Plan. The Board of Directors may at any time amend the Plan or the term of any
option outstanding under the Plan; provided, however, that, except as
contemplated in Section 5(f), the Board of Directors shall not, without approval
by a majority of the votes cast by the stockholders of the Company at a meeting
of stockholders at which a proposal to amend the Plan is voted upon, (i)
increase the maximum number of shares of Stock for which options may be granted
under the Plan, (ii) change the minimum option price, (iii) extend the period
during which options may be granted or exercised or, (iv) except as otherwise
provided in the Plan, amend the requirements as to the class of employees
eligible to receive options. No termination or amendment of the Plan or any
option outstanding under the Plan may, without the consent of an Optionee,
adversely affect the rights of such Optionee under any option held by such
Optionee.

        8. Effectiveness of Plan. The Plan will not be made effective unless
approved before December 21, 1995 by a majority of the votes cast thereon by the
stockholders of the

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Company at a meeting of stockholders duly called and held for such purpose or by
unanimous written consent of such stockholders, and no option granted hereunder
shall be exercisable prior to such approval.

        9. Withholding. It shall be a condition to the obligation of the Company
to issue shares of Stock upon exercise of an option that the Optionee (or any
beneficiary or person entitled to act under Section 5(d) hereof) pay to the
Company, upon its demand, such amount as may be requested by the Company for the
purpose of satisfying any other taxes. If the amount requested is not paid, the
Company may refuse to issue such shares of Stock.

        10. Other Actions. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.

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              STATUTORY INCENTIVE STOCK OPTION AGREEMENT AND GRANT
                                   PURSUANT TO
                SPEEDWAY MOTORSPORTS, INC. 1994 STOCK OPTION PLAN

         This Statutory Incentive Stock Option Agreement and grant is entered
into as of this _____ day of between Speedway Motorsports, Inc., a Delaware
corporation (the "Company"), and _______________, (the "Optionee").

         WHEREAS, the Company and its stockholders have approved the Speedway
Motorsports, Inc. 1994 Stock Option Plan (the "Plan") pursuant to which the
Company may from time to time, make awards of Options (as defined below) and
enter into Statutory Incentive Stock Option Agreements within eligible employees
of the Company or of any Subsidiary (as defined below);

         WHEREAS, pursuant to the Plan, the Company has determined to grant to
the Optionee an Option to purchase Common Stock (as defined below) of the
Company, which Option shall be subject to the terms and conditions of this
Statutory Incentive Stock Option Agreement and Grant;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:

         1. Definitions.

            For the purposes of this Statutory Incentive Stock Option Agreement
and Grant, the following terms shall have the meanings indicated:

            (a) "Act" shall mean the Securities Act of 1933, as amended.

            (b) "Board" shall mean the Board of Directors of the Company

            (c) "Cause" shall mean any act, action or series of acts or actions
or any omission, omissions, or series of omissions which result in, or which
have the effect of resulting in, (i) the commission of a crime by the Optionee
involving moral turpitude, which crime has a material adverse impact on the
Company, (ii) gross negligence or willful misconduct which is continuous and
results in material damage to the Company, or (iii) the continuous, willful
failure of the person in question to follow the reasonable directives of the
Board of Directors.

            (d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any successor revenue laws of the United States.

            (e) "Committee" shall mean the compensation Committee of the Board
or such other committee of the members of the Board as is designated by the
Board to administer the Plan.

            (f) "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company.

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           (g) "Disability" shall mean the inability or failure of a person to
perform those duties for the Company traditionally assigned to and performed by
such person for a period greater than 90 days because of the person's
then-existing physical or mental condition, impairment or incapacity. The fact
of the disability shall be determined by the Committee, which may consider such
evidence as it considered desirable under the circumstances, the determination
of which shall be final and binding upon all parties.

           (h) "Exercise Date" shall mean the business day, during the Option
Period, upon which the Optionee delivers to the Company the written notice and
consideration contemplated by Section 5(c) of the Plan.

           (i) "Fair Market Value" shall mean, with respect to the Common Stock
on any day, its market value determined as provided in Section 5(c) of the Plan.

           (j) "Involuntary Termination Without Cause" shall mean either (i) the
dismissal of, or the request for the resignation of, a person, by court order,
order of any court-appointed liquidator or trustee of the Company, or the order
or request of any creditors' committee of the Company constituted under the
federal bankruptcy laws, provided that such order or request contains no
specific reference to Cause; or (ii) the dismissal of, or the request for
resignation of, a person, by duly constituted corporate officer of the Company,
or by the Board, for any reason other than for Cause.

           (k) "Notice" shall have the meaning indicated in paragraph 3 below.

           (l) "Option" shall mean the option to purchase shares of Common Stock
granted to the Optionee pursuant to this Option Agreement.

           (m) "Option Agreement" shall mean this Statutory Incentive Stock
Option Agreement and Grant between the Company and the Optionee by which the
Option is granted to the Optionee pursuant to the Plan.

           (n) "Option Period" shall mean the period commencing on the date that
is six months after the date of this Option Agreement and ending at the close of
business ten years from the date hereof or such earlier date as when this Option
Agreement may be terminated by its terms.

           (o) "Option Shares" shall mean the shares of Common Stock purchased
upon exercise of the Option.

           (p) "Optionee" shall mean the individual executing this Option
Agreement and, as applicable, the estate, personal representatives or
beneficiary to whom this Option may be transferred pursuant to this Option
Agreement by will, by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Code.

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           (q) "Plan" shall mean the Speedway Motorsports, Inc. 1994 Stock
Option Plan and any amendments thereto.

           (r) "Retirement" shall mean, with respect to the Optionee, retirement
from the Company in accordance with the Company's retirement policy as may be in
effect from time to time.

           (s) "Subsidiary" shall mean any subsidiary corporation of Speedway
Motorsports, Inc. as defined in Sections 424(f) and 424(g) of the Code.

           (t) "Termination" shall mean the cessation, for any reason, of the
employer-employee relationship between the Company and the Optionee.

           (u) "Total Option Price" shall mean the consideration payable to the
Company by the Optionee upon exercise of the Option pursuant to Section 5(c) of
the Plan.

        2. Grant of Option. Effective upon the date hereof, and subject to the
terms and conditions set forth herein, the Company hereby grants to the Optionee
the Option to purchase from the Company, at an exercise price of $ __________
per share (the per share Fair Market Value of the Common Stock on the date
hereof), up to but not exceeding in the aggregate of __________ shares of Common
Stock.

        3. Exercise of Option. The Option granted in paragraph 2 above may be
exercised as follows:

           (a) The Option shall be exercisable at any time and from time to time
during the Option Period. The Option shall terminate on the expiration of the
Option Period, if not earlier terminated; provided that, in the event of the
Optionee's Retirement, the Committee in its sole and absolute discretion may
accelerate the Exercise Date, which acceleration may, in the sole discretion of
the Committee.

           (b) No less than 100 shares of Common Stock may be purchased on any
Exercise Date unless the number of shares purchased at such time is the total
number of shares in respect of which the Option is then exercisable.

           (c) If at any time and for any reason the Option covers a fraction of
a share, then, upon exercise of the Option, the Optionee shall receive the Fair
Market Value of such fractional share in cash.

           (d) The option shall be exercised by the Optionee in accordance with
the terms and conditions of Section 5(c) of the Plan.

           (e) Within 15 days after the Exercise Date, subject to the receipt of
payment of the Total Option Price and of any payment in cash of federal, state
or local income tax withholding or other employment tax may be due upon the
issuance of the Option Shares as determined and computed by the Company pursuant
to paragraph 6 below, the Company shall

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<PAGE>

issue to the Optionee the number of shares with respect to which such Option
shall be so exercised and shall deliver to the Optionee a certificate or
certificates therefor.

           (f) The Option is not transferable by the Optionee otherwise than by
will or the laws of descent or distribution. No assignment or transfer of this
Option, or of the rights represented thereby, whether voluntary or involuntary,
by operation of law or otherwise, except by will or the laws of descent or
distribution, shall vest in the assignee or transferee any interest or right
herein whatsoever; but immediately upon any attempt to assign or transfer this
Option, except as expressly permitted herein, the same shall terminate and be of
no force or effect.

           (g) The Optionee agrees to maintain the status of the entire Option
as an "incentive stock option" as defined under Section 422 of the Code.

        4. Termination. The Option granted hereby shall terminate and be of no
force or effect upon and following the occurrence of any of the following
events:

           (a) The expiration of the Option Period.

           (b) The Termination of the Optionee's employment for any reason other
than the Optionee's death, Disability or Involuntary Termination Without Cause.

           (c) The Expiration of three months after the date of the Optionee's
Involuntary Termination Without Cause. During such three-month period, the
Optionee shall have the right to exercise the Option hereby granted in
accordance with the terms of this Option Agreement, but only to the extent the
option was exercisable on the date of the Termination of the Optionee's
employment.

           (d) The expiration of twelve months after Termination of the
Optionee's employment with the Company as a result of the Optionee's Disability.
During such twelve-month period, the Optionee shall have the right to exercise
the Option hereby granted in accordance with the terms of this Option Agreement,
but only to the extent the option was exercisable on the date of the Termination
of the Optionee's employment.

           (e) In the event of death of the Optionee while in the employ of the
Company upon the expiration of twelve months following the Optionee's death.
During such extended period, the Option may be exercised by the person or
persons to whom the deceased Optionee's rights under the Option Agreement shall
pass by will or by the laws of descent or distribution, but only to the extent
the Option was exercisable on the date of the death of the Optionee.

           (f) To the extent set forth in paragraph 7, below, upon the
dissolution, liquidation, consolidation or merger of the Company, and, to the
extent set forth in subparagraph 3(f), above, upon an attempted assignment or
transfer of the Option otherwise than as expressly permitted herein.

           Any determination made by the Committee with respect to any matter
referred to in this paragraph 4 shall be final and conclusive on all persons
affected thereby.

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<PAGE>

        5. Rights as Stockholder. An Optionee shall have no rights as a
stockholder of the Company with respect to any shares underlying the Option
until the day of the issuance of a stock certificate to him or her for those
shares upon payment of the exercise price in accordance with the terms and
provisions hereof. Subject to paragraph 7, below, no adjustments shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.

        6. Payment of Withholding Taxes. Upon the Optionee's exercise of his or
her Option with respect to any of the Option Shares in accordance with the
provisions of paragraph 3, above, the Optionee shall pay to the Company upon
exercise of the Option the amount of any federal, state or local income tax
withholding or other employment tax that may be due upon such exercise. The
determination of the amount of any such federal, state or local tax withholding
or other employment tax due in such event shall be made by the Company and shall
be binding upon the Optionee.

        7. Recapitalization; Reorganization. The shares underlying this Option
are shares of Common Stock as constituted on the date of this Agreement, but if,
during the Option Period and prior to the delivery by the Company of all of the
shares of Common Stock with respect to which this Option is granted, the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend or some other increase or decrease
in the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property, then, (a) in the event of
any increase in the number of such shares outstanding, the number of shares of
Common Stock then remaining subject to the Option shall be proportionately
increased (except that any fraction of a share resulting from any such
adjustment shall be excluded from the operation of this Option Agreement), and
the exercise price per share shall be proportionately reduced , and, (b) in the
event of a reduction in the number of such shares outstanding, the number of
shares of Common Stock then remaining subject to this Option shall be
proportionately reduced (except that any fractional share resulting from any
such adjustment shall be excluded from the operation of this Option Agreement),
and the exercise price per share shall be proportionately increased.

        In the event of a merger of one or more corporations into the Company
with respect to which the Company shall be the surviving or resulting
corporation, the Optionee shall, at no additional cost, be entitled upon any
exercise of this Option to receive (subject to any required action by
shareholders), in lieu of the number of shares as to which this Option shall
then be so exercised , the number and class of shares of stock or other
securities to which the Optionee would have been entitled pursuant to the terms
of the agreement of merger if, immediately prior to such merger, the Optionee
had been the holder of record of a number of shares of Common Stock of the
Company equal to the number of shares as to which such Option shall be so
exercised; provided, however, that, anything herein contained to the contrary
           --------  -------
notwithstanding , upon the occurrence of any event described in Section 5(g) of
the Plan, this Option shall be subject to acceleration as provided in such
Section 5(g).

                                       5
<PAGE>

        In the event of a change in the Common Stock as presently constituted,
which change is limited to a change of all the authorized shares with par value
into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan.

        The existence of this Option shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, dividends, stock dividends, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue bonds, debentures, preferred or
other stocks with preference ahead of or convertible into, or otherwise
affecting, the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

        8. No Registration Rights. Anything in this Option Agreement to the
contrary notwithstanding, if, at any time specified herein for the issuance of
Option Shares, any law, regulation or requirements of any governmental authority
having jurisdiction in the premises shall require either the Company or the
Optionee, in the opinion of the Company's counsel, to take any action in
connection with the shares then to be issued, the issue of such shares shall be
deferred until such action shall have been taken. Nothing in this Option
Agreement shall be construed to obligate the Company at any time to file or
maintain the effectiveness of a registration statement under the Act, or under
the securities laws of any state or other jurisdiction, or to take or cause to
be taken any action which may be necessary in order to provide an exemption from
the registration requirements of the Act under Rule 144 or any other exemption
with respect to the Option Shares or otherwise for resale or other transfer by
the Optionee (or by the executor or administrator of such Optionee's estate or a
person who acquired the Option or any Option Shares or other rights by bequest
or inheritance or by reason of the death of the Optionee) as a result of the
exercise of an Option granted pursuant to this Option Agreement.

        9. Resolution of Disputes. Any disputes or disagreement that arises
under, or as a result of, or pursuant to, this Option Agreement shall be
determined by the Committee in its absolute and uncontrolled discretion, and any
such determination or other determination by the Committee under or pursuant to
this Option Agreement, and any interpretation by the Committee of the terms of
this Option Agreement, shall be final, binding and conclusive on all parties
affected thereby.

        10. Compliance with the Act. Notwithstanding any provision herein to the
contrary or in the Plan, the Company shall be under no obligation to issue any
shares of Common Stock to the Optionee upon exercise of the Option granted
hereby unless and until the Company has determined that such issuance is either
exempt from registration, or is registered, under the Act and is either exempt
from registration and qualification, or is registered or qualified, as
applicable, under all applicable state securities or "blue sky" laws.

                                       6
<PAGE>

        11. Miscellaneous.

            (a) Binding on Successors and Representatives. This Option Agreement
shall be binding not only upon the parties, but also upon their heirs,
executors, administrators, personal representatives, successors, and assigns
(including any transfer of a party to this Agreement); and the parties agree,
for themselves and their successors, assigns and representatives, to execute any
instrument which may be necessary legally to effect the terms and conditions of
this Option Agreement.

            (b) Entire Agreement.This Option Agreement, together with the Plan,
constitutes the entire agreement of the parties with respect to the Option and
supersedes any previous agreement, whether written or oral, with respect
thereto. This Option Agreement has been entered into in compliance with the
terms of the Plan; wherever a conflict may arise between the terms of this
Option Agreement and the terms of the Plan, the terms of the Plan shall control.

            (c) Amendment. Neither this Option Agreement nor any of the terms
and conditions herein set forth may be altered or amended orally, and any such
alteration or amendment shall be effective only when reduced to writing and
signed by each of the parties or their respective successors and assigns.

            (d) Construction of Terms. Any reference herein to the singular or
plural shall be construed as plural or singular whenever the context requires.

            (e) Notices. All notices, requests and amendments under this Option
Agreement shall be in writing, and notices shall be deemed to have been given
when personally delivered or sent prepaid registered mail:

                (i)      if to the Company, at the following address:

                         Speedway Motorsports Inc.
                         5555 Concord Parkway South
                         P.O. Box 600
                         Concord, NC   28026-0600
                         Attention:   Corporate Secretary

                or at such other address a the Company shall designate by
                notice.

                (ii)     if to the Optionee, to the Optionee's
                         address appearing in the Company's
                         employment records, or at such other address
                         as the Optionee shall designate by notice.

            (f) Governing Law. This Option Agreement shall be governed by, and
construed in accordance with, the laws of the State of North Carolina (excluding
the principles of conflict of laws thereof.)

                                       7
<PAGE>

            (g) Severability. The invalidity or unenforceability of any
particular provision of this Option Agreement shall not affect the other
provision hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.

            (h) An Incentive Stock Option.The Option granted hereunder is
intended to be an "Incentive Stock Option" under Section 422 of the Code.

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

                                   SPEEDWAY MOTORSPORTS INC.



                                   ------------------------------------------
                                   O. Bruton Smith
                                   Chairman and Chief Executive Officer

                                   OPTIONEE:


                                                                       (SEAL)
                                   ------------------------------------

                                   ---------------------------
                                   SS#:
                                       --------------------------------
                                   Address:
                                           ----------------------------

                                   ------------------------------------

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