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Rockingham Promoter Agreement
July 3, 2000
Final Contract


                                   CART, INC.

                      OFFICIAL ORGANIZER/PROMOTER AGREEMENT

                               ROCKINGHAM, ENGLAND

                                 FINAL CONTRACT
                                  July 3, 2000


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Rockingham Promoter Agreement
July 3, 2000
Final Contract



                                   CART, INC.
                      OFFICIAL ORGANIZER/PROMOTER AGREEMENT



The undersigned hereby applies for the right to conduct a FedEx Championship
Series (herein sometimes referred to as "the Series") race Competition
sanctioned or co-sanctioned by CART, Inc.("CART"), upon the following terms and
conditions. It is understood that this is an application only until accepted and
approved by CART in writing and that this Competition shall not be advertised or
communicated to the public, press or any other media or business arrangement as
having been approved by CART until this application has been so approved and
until an official sanction has been granted by CART.


1.       Track:                             Rockingham Motor Speedway
         Location:                          Rockingham, England
         Organizer/Promoter:                Rockingham
         Address:                           P.O. Box 500
                                            Corby NN17 5RR England
         Telephone:                         01536 500 500
         Facsimile:                         01536 500 555
         E-mail Address:
         Race Distance:                     up to 500K
         Track Length and Type:             Oval
         Postponed Date:                    Next Day (Sunday)


DEFINITIONS:

2.       A.       The term "Competition" as used herein means the annual Champ
                  Car race(s) designated in this Agreement, as well as all time
                  trials, practice runs and rain or postponed dates related
                  thereto.

         B.       The term "Event" as used herein means the Competition(s) as
                  well as any other race(s), race-related activities or any
                  other activities associated with the Competition(s), as
                  approved by CART hereunder.

         C.       The terms "Dollars" and "$" refer to the lawful currency of
                  the United States of America.

         D.       References in this Agreement to "FedEx" shall be to Federal
                  Express Corporation, and/or (where applicable) any successor
                  or additional Series title or co-title sponsor.


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Rockingham Promoter Agreement
July 3, 2000
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3.       A.       Subject to compliance with all the terms and conditions set
                  forth in this Agreement, Organizer/Promoter shall have the
                  exclusive rights to organize, promote and conduct a FedEx
                  Championship Series race Competition in United Kingdom and
                  Ireland in the following year(s): 2001-2006.

         B.       Organizer/Promoter and CART will mutually agree as to the date
                  for each race hereunder. The parties agree that they will
                  exercise reasonable efforts to schedule the races during the
                  same weekend each year and acknowledge the desirability of
                  such date equity. If, however, due to television and
                  scheduling conflicts, in CART's sole discretion it becomes
                  necessary to schedule a race for a different weekend, CART
                  will exercise reasonable efforts to notify Organizer/Promoter
                  six (6) months before the date of the rescheduled race.

         C.       Organizer/Promoter agrees not to organize, promote, conduct,
                  authorize or permit the staging of any other major motor
                  racing event(s) at the track(s) designated hereinabove,
                  without the written approval of CART, within Fourteen (14)
                  days preceding or Seven (7) days following any Competition.

         D.       The parties shall have an exclusive reciprocal right of first
                  negotiation for the extension of this Agreement beyond the
                  Events covered hereunder, through a six (6) month reasonable
                  period of good faith negotiation, beginning on June 1, 2004;
                  provided, however, that should the parties not have agreed to
                  an extension hereunder by the end of such six (6) month
                  period, CART shall have the right to negotiate for a
                  substitute agreement and the Organizer/Promoter shall have the
                  right of first refusal to meet the terms of any proposed
                  substitute agreement negotiated by CART through a period which
                  terminates twelve (12) months prior to the last Event under
                  this Agreement. If Organizer/Promoter exercises its right of
                  first refusal under this paragraph 3.D, then the terms of the
                  proposed substitute agreement shall be the terms of the
                  extension agreement hereunder.

4.       The total Organization and Rights Fee payable for the 2001 Competition
         shall be Four Million ($4,000,000.00) Dollars and shall be paid to CART
         as follows:

         A.       Fifteen (15%) percent, or Six Hundred Thousand ($600,000.00)
                  Dollars by January 1, 2001.

         B.       Thirty-five (35%) percent, or One Million, Four Hundred
                  Thousand ($1,400,000.00) Dollars not later than three (3)
                  months prior to the date of the race.


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Rockingham Promoter Agreement
July 3, 2000
Final Contract


         C.       The balance due of Two Million ($2,000,000.00) Dollars not
                  later than thirty (30) days prior to the date of the race.


5.       The total Organization and Rights Fee payable for the 2002 Competition
         shall be Four Million Two Hundred Thousand ($4,200,000.00) Dollars and
         shall be paid to CART as follows:

         A.       Fifteen (15%) percent, or Six Hundred Thirty Thousand
                  ($630,000.00) Dollars by January 1, 2002.

         B.       Thirty-five (35%) percent, or One Million Four Hundred Seventy
                  Thousand ($1,470,000.00) Dollars not later than three (3)
                  months prior to the date of the race.

         C.       The balance due of Two Million One Hundred Thousand
                  ($2,100,000.00) Dollars not later than thirty (30) days prior
                  to the date of the race.

6.       The total Organization and Rights Fee payable for the 2003 Competition
         shall be Four Million Four Hundred Ten Thousand ($4,410,000.00) Dollars
         and shall be paid to CART as follows:

         A.       Fifteen (15%) percent, or Six Hundred Sixty-One Thousand Five
                  Hundred ($661,500.00) Dollars by January 1, 2003.

         B.       Thirty-five (35%) percent, or One Million Five Hundred
                  Forty-Three Thousand Five Hundred ($1,543,500.00) Dollars not
                  later than three (3) months prior to the date of the race.

         C.       The balance due of Two Million Two Hundred Five Thousand
                  ($2,205,000.00) Dollars not later than thirty (30) days prior
                  to the date of the race.

7.       The total Organization and Rights Fee payable for the 2004 Competition
         shall be Four Million Six Hundred Thirty Thousand Five Hundred
         ($4,630,500.00) Dollars and shall be paid to CART as follows:

         A.       Fifteen (15%) percent, or Six Hundred Ninety-Four Thousand
                  Five Hundred Seventy-Five ($694,575.00) Dollars by January 1,
                  2004.

         B.       Thirty-five (35%) percent, or One Million Six Hundred Twenty
                  Thousand Six Hundred Seventy-Five ($1,620,675.00) Dollars not
                  later than three (3) months prior to the date of the race.


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Rockingham Promoter Agreement
July 3, 2000
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         C.       The balance due of Two Million Three Hundred Fifteen Thousand
                  Two Hundred Fifty ($2,315,250.00) Dollars not later than
                  thirty (30) days prior to the date of the race.


8.       The total Organization and Rights Fee payable for the 2005 Competition
         shall be Four Million Eight Hundred Sixty-Two Thousand Twenty-Five
         ($4,862,025.00) Dollars and shall be paid to CART as follows:

         A.       Fifteen (15%) percent, or Seven Hundred Twenty-Nine Thousand
                  Three Hundred Three Dollars and Seventy-Five ($729,303.75)
                  Cents by January 1, 2005.

         B.       Thirty-five (35%) percent, or One Million Seven Hundred One
                  Thousand Seven Hundred Eight Dollars and Seventy-Five
                  ($1,701,708.75) Cents not later than three (3) months prior to
                  the date of the race.

         C.       The balance due of Two Million Four Hundred Thirty-One
                  Thousand Twelve Dollars and Fifty ($2,431,012.50) Cents not
                  later than thirty (30) days prior to the date of the race.

9.       The total Organization and Rights Fee payable for the 2006 Competition
         shall be Five Million Three Hundred Forty-Eight Thousand Two Hundred
         Twenty-Seven ($5,348,227.00) Dollars and shall be paid to CART as
         follows:

         A.       Fifteen (15%) percent, or Eight Hundred Two Thousand Two
                  Hundred Thirty-Four Dollars and Five ($802,234.05) Cents by
                  January 1, 2006.

         B.       Thirty-five (35%) percent, or One Million Eight Hundred
                  Seventy-One Thousand Eight Hundred Seventy-Nine Dollars and
                  Forty-Five ($1,871,879.45) Cents not later than three (3)
                  months prior to the date of the race.

         C.       The balance due of Two Million Six Hundred Seventy-Four
                  Thousand One Hundred Thirteen Dollars and Fifty
                  ($2,674,113.50) Cents not later than thirty (30) days prior to
                  the date of the race.

10.      A.       Organizer/Promoter expressly understands and agrees that said
                  Organization and Rights Fees are intended to be net and are
                  non-refundable except as expressly provided in this Agreement.
                  If said Organization and Rights Fees are not paid to CART in
                  the manner and by the time provided above, CART shall have the
                  option to declare this Agreement terminated after a fourteen
                  (14) day notice of


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Rockingham Promoter Agreement
July 3, 2000
Final Contract


                  default/opportunity to cure, in which circumstance CART will
                  be relieved from any further liability or responsibility
                  hereunder, and in addition, Organizer/Promoter shall forthwith
                  pay to CART and CART shall be entitled to enforce collection
                  of the total amount required under this Agreement for the
                  Competition for which such fees are not paid and for the
                  following year's Competition as liquidated damages, together
                  with all reasonable costs incurred by CART in connection
                  therewith, including reasonable attorney fees, and interest at
                  the rate of twelve (12%) percent per annum. Upon receipt in
                  full of the amounts specified in this Paragraph, CART
                  acknowledges that the receipt of said sums shall be CART's
                  sole and exclusive remedy in the event CART terminates this
                  Agreement as provided in this Paragraph. Organizer/Promoter
                  shall be responsible for payment of any taxes assessed by any
                  taxing authority on the Organization and Rights Fees and/or
                  any withholding requirements based on the distribution of same
                  to the teams. Any such tax liability shall be in addition to
                  the Organization and Rights Fees payable hereunder. In no
                  event will Organizer/Promoter be responsible for any U.S.
                  taxes imposed by any taxing authority on the income of CART.


11.      Organizer/Promoter shall not be responsible for any purse distribution
         whatsoever in respect to a Competition. CART must approve any and all
         awards given in conjunction with a Competition and/or for the FedEx
         Championship Series or any other CART sanctioned activity.
         Organizer/Promoter agrees to provide driver and owner trophies in
         recognition and representative of the achievements of at least the
         first three (3) finishing positions in each Competition.


12.      A.       CART shall be responsible for providing not less than twenty
                  (20) entrants for each Competition. CART will make reasonable
                  efforts to notify Organizer/Promoter 30 days prior to an event
                  if there are fewer than twenty (20) entrants. If CART is
                  unable to provide twenty (20) entrants for any Competition,
                  Organizer/Promoter shall be entitled to a pro rata refund of
                  the Organization and Rights Fee. Alternatively,
                  Organizer/Promoter shall have the right to cancel such
                  Competition, providing that Organizer/Promoter first informs
                  CART in writing of such intent, and provided further that
                  twenty (20) entries have not been received within seven (7)
                  days after receipt by CART of such notice. If
                  Organizer/Promoter under these circumstances exercises this
                  cancellation right, CART will reimburse Organizer/Promoter for
                  the portion of the Organization and Rights Fee theretofore
                  paid for such Competition.

         B.       Either party hereto shall have the right to cancel a
                  Competition due to a "force majeure" which makes it impossible
                  to hold a Competition. "Force majeure" shall mean any event or
                  circumstances (whether arising from


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Rockingham Promoter Agreement
July 3, 2000
Final Contract


                  natural causes, human or governmental agency or otherwise)
                  beyond the control of the parties including by way of
                  illustration, but not by way of limitation, civil strife, war,
                  flood, fire, or acts of God. If there is an unexpected
                  cancellation due to a "force majeure", Organizer/Promoter will
                  be entitled to the return of the portion of the Organization
                  and Rights Fee theretofore paid, except that
                  Organizer/Promoter agrees that CART may retain a sum
                  equivalent to the necessary expenses reasonably incurred by
                  CART and its teams in preparing for such Competition, which
                  expenses shall be mutually agreed by the parties provided,
                  however, that if the parties are unable to agree informally as
                  to the amount of such expenses, such dispute shall be
                  submitted to binding arbitration and the result of such
                  arbitration shall be enforceable by any court having
                  jurisdiction.

         C.       If Organizer/Promoter cancels or fails to stage a Competition
                  for any reason other than those mentioned within this
                  Paragraph, Organizer/Promoter shall forthwith pay to CART and
                  CART shall be entitled to enforce collection of the total
                  amount required under this Agreement for the Competition that
                  was not held and the following year's Competition as
                  liquidated damages, together with all costs incurred by CART
                  in connection therewith, including reasonable attorney fees,
                  and interest at the rate of twelve (12%) percent per annum.
                  Upon receipt in full of the amounts specified in this
                  Paragraph, CART acknowledges that the receipt of said sums
                  shall be CART's sole and exclusive remedy in the event
                  Organizer/Promoter cancels or fails to stage a Competition.


13.      Except as expressly provided herein, Organizer/Promoter owns and shall
         have exclusive control over all commercial rights to each Event
         including by way of illustration, but not by way of limitation, the
         right to sell and receive all the proceeds from Event sponsorships,
         signage, admission tickets, programs, novelties, concessions (including
         food and beverage), catering (including food and beverage), hospitality
         facilities, hotel rooms, expositions, displays, parking spaces,
         banquets and licenses to parades.


14.      Organizer/Promoter shall assume and perform all organizational and
         promotional activities for each Event except as otherwise provided
         herein, including but not limited to business organization, promotional
         activity, management, marketing, general affairs, selling tickets,
         track maintenance and accommodations of the press, and further
         understands and agrees that CART disclaims any warranty expressed or
         implied, as to the potential success of any Event organized hereunder,
         except as otherwise provided herein.


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Rockingham Promoter Agreement
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15.      Organizer/Promoter shall organize and promote the races hereunder as
         major motor racing events. Organizer/Promoter shall have the right to
         on-site track entitlement, and revenues therefrom. On-site entitlement
         is to designate the title/name of the Champ Car race. subject to CART
         approval which shall not be unreasonably withheld. Such title
         sponsorships must not conflict with CART Series sponsors (presently
         FedEx) or a co-Series sponsor. As of the execution of this agreement,
         CART does not have a co-Series sponsor. In the event CART obtains a
         co-Series sponsor which is in conflict with entitlement sponsor of
         Rockingham Motor Speedway, both parties will discuss in good faith how
         to resolve such conflict. All media releases, public announcements and
         public disclosures by either party or its employees or agents relating
         to this Agreement, including but not limited to promotional or
         marketing material, but not including any announcement intended solely
         for internal distribution at either party or any disclosure required by
         legal, accounting or regulatory requirements beyond the reasonable
         control of the disclosing party, shall be coordinated with and approved
         by the other in writing prior to the release thereof.

16.      A.       CART hereby grants Organizer/Promoter the non-exclusive right
                  to use the names and logos of CART and the FedEx Championship
                  Series in its promotion of each Event during the term hereof,
                  in accordance with all provisions contained in this Agreement.
                  Any logo, design, mark or representation made, formulated, or
                  developed in conjunction with such Event shall be subject to
                  the prior written approval of CART.

         B.       Organizer/Promoter shall display in all advertising and
                  publicity material including but not limited to news releases,
                  posters, banners, program covers, brochures, tickets, passes,
                  credentials and print and television advertising relating to
                  each Event the phrase: "FedEx Championship Series" and the
                  Series logo (as approved and supplied by CART), such approval
                  not to be unreasonably withheld. CART reserves the right to
                  change such phrase and logo upon 120 days notice. In the event
                  CART changes the phrase and logo without such notice, CART
                  shall reimburse Organizer/Promoter for its actual
                  out-of-pocket expenses in changing the phrase and logo.

         C.       Organizer/Promoter shall include in its display of the Series
                  name and logo the symbol (R) to indicate that they are
                  registered marks. A sheet of camera ready art depicting these
                  logos shall be provided by CART. Further, in promoting and
                  advertising each Event, Organizer/Promoter shall promote the
                  Competition as a part of the FedEx Championship Series or as
                  otherwise designated by CART. Organizer/Promoter shall provide
                  such verification of compliance with the provisions contained
                  in this Paragraph as CART may reasonably request.


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Rockingham Promoter Agreement
July 3, 2000
Final Contract


         D.       Organizer/Promoter shall not use the names, logos or
                  trademarks of CART or any Series sponsor for any purpose other
                  than as herein defined.

         E.       Upon the expiration or termination of this Agreement for any
                  reason, Organizer/Promoter shall immediately cease and desist
                  any and all use of the names, logos or trademarks of CART or
                  any Series sponsor or any colorable imitation, variation or
                  adaptation thereof.

         F.       CART and Organizer/Promoter shall at CART's expense promptly
                  take such action as may be necessary to protect the names,
                  logos and trademarks of CART, the Series, and the Series
                  sponsors against any infringement or threatened infringement
                  or any common law "passing off".

         G.       The trademarks, trade names, logos, label designs, product
                  identification and artwork of each party as referred to herein
                  (collectively "Trademarks") shall remain the property of such
                  party. Any and all rights in each party's Trademarks under
                  trademark or copyright law or other property rights shall
                  inure to the benefit of and be the exclusive property of such
                  party. Neither party shall file any application for
                  registration of the other's Trademarks or other intellectual
                  property or any marks or works similar thereto.


17.      A.       Organizer/Promoter agrees that each Competition shall be
                  organized, approved by CART and conducted in accordance with
                  all applicable statutes, ordinances, regulations or other
                  requirements of any government authority, the FIA (CART shall
                  determine in its sole discretion the applicability of FIA
                  requirements), and the CART Competition Rule Book as amended
                  from time to time and as the same may be modified or
                  supplemented by any other rules, regulations, bulletins or
                  releases that may be applicable to such Competition. CART
                  reserves the right to terminate this Agreement at any time
                  without further liability for failure of Organizer/Promoter to
                  abide by said requirements, regulations, rules, or the terms
                  and conditions of this Agreement, by so notifying
                  Organizer/Promoter in writing, upon a five (5) day notice of
                  default/opportunity to cure, unless the circumstances of the
                  default mandate a more immediate cure, or do not warrant any
                  cure period. CART shall notify Organizer/Promoter in writing
                  of any alleged default and Organizer/Promoter shall have five
                  (5) days after receipt of such notice to cure the default,
                  provided, however, if the nature of the default is such that
                  it cannot reasonably be cured within five (5) days,
                  Organizer/Promoter shall not be deemed to be in default if it
                  commences the cure within such five (5) day period and
                  thereafter completes the curative action within a reasonable
                  time. Organizer/Promoter acknowledges receipt of a copy of the
                  CART Rule Book.


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Rockingham Promoter Agreement
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         B.       Organizer/Promoter shall be responsible for any licensing
                  fees, bonds, permits, or any other enabling documents and any
                  associated costs required by any government agencies as
                  related to any or all Event matters.


18.      Organizer/Promoter represents and warrants that it has or will have
         sole control of the track and of the premises upon which the track is
         located, including all facilities thereon, and that Organizer/Promoter
         has full authority to conduct each Event thereon as provided for herein
         for the defined scheduled term of each Event.

19.      A.       Organizer/Promoter shall provide at its expense during each
                  Event the track or race course which must meet or exceed the
                  safety requirements of CART and the FIA and all facilities in
                  good repair and ready for use, and Organizer/Promoter shall
                  permit CART or its insurance broker or other designated
                  representative, and the FIA to inspect the track, race course
                  and/or facilities before, during and after each Event. Except
                  as provided in Paragraph 19C, all repairs deemed necessary in
                  order for the track to meet CART and/or FIA safety
                  requirements must be made at Organizer/Promoter's expense and
                  the failure to make the necessary repairs may result in the
                  postponement or cancellation of such Event, in CART's sole
                  discretion. The track site, design and condition shall be
                  subject to review and approval by CART and the FIA.
                  Organizer/Promoter and CART shall consult with one another on
                  the layout and design of the track, including but not limited
                  to the pit area, safety barriers, retention systems, and other
                  facilities for the Competition.

         B.       Annually, seven (7) months prior to the next Event,
                  Organizer/Promoter shall submit an engineering drawing(s) of
                  proposed changes to the race circuit and other facilities for
                  CART's approval. CART will have thirty (30) days to
                  acknowledge approval or request changes. Such drawings are to
                  be treated as confidential, for use by CART as contemplated
                  under this Agreement, and shall not be copied, disseminated
                  (without Organizer/Promoter's prior consent, which shall not
                  be unreasonably withheld), or used for any commercial purpose,
                  subject to any required disclosure pursuant to Paragraph 48
                  below. CART shall have the right to inspect the circuit for
                  the purpose of verifying that the circuit is being constructed
                  in accordance with the drawings as submitted and approved.
                  Within sixty (60) days after the execution of this Agreement,
                  CART and Organizer/Promoter shall mutually agree on the
                  specific track and facility improvements to be implemented for
                  the first Event covered by this Agreement, and a written
                  summary thereof shall be prepared and


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                  appended hereto. Thereafter, a similar process shall occur
                  within sixty (60) days following each Event, in respect to
                  improvements or adjustments to be implemented for the
                  following year's Event.

         C.       Any changes to the safety system requested by CART will be
                  identified and communicated by CART to Organizer/Promoter
                  within sixty (60) days after the conclusion of each Event
                  hereunder. Absent unforeseeable supervening circumstances, the
                  parties agree that the cost of such changes to be implemented
                  for any Event hereunder shall not exceed ten percent (10%) of
                  the Organization and Rights Fee for such Event. The foregoing
                  cost limitation shall be construed to exclude
                  Organizer/Promoter's capital improvements/investments (i.e.,
                  fencing, barriers, gravel traps, etc.), as well as changes to
                  the safety system requested by any third party (i.e., not
                  mandated by CART).

         D.       Organizer/Promoter shall be responsible for compliance with
                  all environmental issues associated with this Event. cart and
                  the cart Teams agree to comply with all reasonable
                  environmental policies, which policies Organizer/Promoter
                  shall provide to cart and the cart Teams no later than 30days
                  prior to each Event. Organizer/Promoter represents that it is
                  knowledgeable in the area and that it is currently not aware
                  of any environmental issues which will need to be addressed as
                  of the date this Agreement is executed.


20.      A.       Organizer/Promoter shall provide at its expense such
                  facilities as CART deems adequate for the use of CART
                  personnel and those directly associated with the Event,
                  including but not limited to race control facilities, garage
                  areas, team and supplier work areas, facilities for
                  participant registration, television, scoring, race car
                  inspection, compiling and distributing media information, a
                  media work area, and facilities and services as may be
                  reasonably required by those who supply products and/or
                  services for the Event. Further details of these and other
                  operational and facility requirements of Organizer/Promoter
                  are agreed to as outlined in SCHEDULE A attached hereto and
                  made a part hereof. Failure to comply with all applicable
                  requirements may result in a fine, which may be levied by CART
                  in its sole discretion, subject to a reasonable notice of
                  default/opportunity to cure. Such fine shall be reasonably
                  related to the magnitude of the requirement(s) with which
                  Organizer/Promoter failed to comply, and any fine in excess of
                  Fifty Thousand ($50,000.00) Dollars shall be subject to the
                  appeal provisions set forth in the CART Rule Book.


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         B.       Organizer/Promoter at its reasonable expense shall provide,
                  install and maintain the equipment necessary to operate CART's
                  Timing and Scoring system, in accordance with the
                  specifications supplied by CART and its timing and scoring
                  provider. cart acknowledges that the specifications will be
                  consistent with cart's specifications for oval facilities
                  Organizer/Promoter will provide CART's timing and scoring
                  provider or sponsor, free of charge at the start/finish line,
                  on the Timing and Scoring structure and at least one other
                  prominent location, space to affix and display the logo and/or
                  officially designated status of CART's timing and scoring
                  provider or sponsor. Organizer/Promoter shall not sell or
                  secure any timekeeping and/or watch sponsorship which would be
                  in effect during any CART Event. In the event
                  Organizer/Promoter intends to sell signage to a watch company
                  (i.e., not in connection with a timekeeping or watch
                  sponsorship), Organizer/Promoter may do so provided that CART
                  is given prior written notice, and any such watch company
                  signage shall be located at least one hundred (100) meters
                  from any signage related to CART's timing and scoring provider
                  or sponsor and further provided that such company shall not be
                  granted official sponsor, supplier, or comparable designation
                  rights or status in conjunction with any Event hereunder.


21.      Organizer/Promoter shall at its expense furnish all facilities,
         personnel, equipment, security, and services for accommodating and
         controlling the public during each Event, for whose safety and comfort
         Organizer/Promoter is solely responsible and liable.


22.      Organizer/Promoter shall provide at its expense all necessary personnel
         as reasonably required by CART for the conduct of each Competition
         hereunder(other than the CART staff and officials), and
         Organizer/Promoter shall assume all the responsibilities pertaining to
         workers, volunteers and subcontractors necessary to properly staff the
         facility for the purposes of the Competition and the public for each
         Event weekend.

23.      Organizer/Promoter at its expense shall obtain and maintain insurance
         for each Event and all scheduled activities with an insurance company
         approved by CART. Such insurance must conform to the minimum coverages,
         specifications, limits, etc., as set forth in SCHEDULE B attached
         hereto and made a part hereof. If Organizer/Promoter fails to maintain
         such policies with the required minimum coverage throughout the Event,
         CART may cancel such Event immediately with prior notice to
         Organizer/Promoter, subject to a reasonable notice of
         default/opportunity to cure, or CART may, in its discretion, obtain the
         required insurance from an approved insurance company, with acceptable
         terms, at Organizer/ Promoter's reasonable expense.


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24.      Only those individuals approved by CART or Organizer/Promoter,
         including but not limited to appropriate staff and officials of CART
         and Organizer/Promoter, drivers and other crew members and necessary
         fire, wrecker, ambulance and security crews, shall have access to or be
         allowed in the paddock, garage and pit areas, the racing surface, and
         other areas to which admission by the general public is normally
         restricted during the Event, and Organizer/Promoter shall be solely
         responsible and provide sufficient security personnel in such areas to
         enforce this provision at all times during each Event. Such access must
         be in compliance with the CART Rule Book and may not interfere with or
         adversely affect the Competition.


25.      Organizer/Promoter shall honor CART's Unified Credential System and
         shall comply with the facility access provisions implemented by CART,
         as set forth in SCHEDULE C attached hereto and made a part hereof, and
         as the same may be amended by future discussions and concurrence
         between CART and its race promoters through the promoter group.


26.      A.       CART shall have the exclusive right to contract out or to take
                  or cause to be taken by others, make, broadcast, rebroadcast,
                  use, reproduce, transmit, copyright, sell, license or
                  otherwise dispose of for any purpose whatsoever, television
                  pictures, sound film and tape, motion pictures, still
                  photographs, illustrations, graphics, electronic images and
                  sound of each Event, by any and all means, uses and media, now
                  known or hereafter developed, and the right to use the track
                  PA system audio on the CART web site CART.com. CART shall
                  retain all United States national, international and local
                  broadcast rights including broadcast television, cable and
                  radio. Organizer/Promoter will assure that the presence of
                  personnel and equipment for these or similar purposes shall
                  not be inconsistent with the rights of CART herein provided
                  and shall not interfere or conflict with the exercise of any
                  such rights by CART as herein provided.

         B.       CART shall have the non-exclusive right to market for any
                  commercial purposes the name, identity, layout, likeness,
                  appearance, signage and logo(s) of the track, on a composite
                  basis with other tracks where CART races are conducted,
                  provided, however, that any use of such images for commercial
                  product licensing purposes shall be pursuant to a separate
                  licensing agreement to be negotiated.

         C.       Organizer/Promoter shall be entitled to receive footage and
                  photographs for promotional purposes, subject to the then
                  prevailing production cost.


                                       13

<PAGE>   14
Rockingham Promoter Agreement
July 3, 2000
Final Contract


                  CART shall use its reasonable efforts to work with ESPN
                  International to provide Organizer/Promoter with support for
                  pre-event promotional purposes.

         D.       The parties recognize that United Kingdom television rights
                  related to the Events and the Series are currently subject to
                  third party contractual requirements. Subject to the
                  foregoing, the parties acknowledge Organizer/Promoter's desire
                  to acquire such rights, and the issue of such future United
                  Kingdom television rights is, therefore, deferred for future
                  good faith negotiations if such rights are ultimately
                  available.

27.      Organizer/Promoter recognizes and acknowledges that CART has entered or
         intends to enter into a television contract with a United States
         national broadcast or United States cable network and international
         networks for the coverage of each Competition hereunder.

         A.       Detailed operational and facility requirements of
                  Organizer/Promoter in respect to television and other on-site
                  media are identified in SCHEDULE A.

         B.       CART has arranged with the television production companies
                  (subject to network approval) to provide the video portion of
                  the program feed from the mobile unit to Organizer/Promoter,
                  so that Organizer/Promoter may feed the video signal as a
                  courtesy to the medical center, stewards trailer (with
                  monitor), CART business center, operations trailer (with
                  monitor), media center and hospitality suites. This feed is
                  limited to on-site press and hospitality use only. Any other
                  feeds to hotels, bars, or other establishment(s) whether
                  on-site or off, are strictly prohibited, unless approved in
                  writing by CART or the television production company.
                  Organizer/ Promoter shall be responsible for the installation
                  and maintenance of appropriate cable originating at the
                  television compound which will then feed the system.
                  Maintenance and operation of the system is the sole
                  responsibility of Organizer/Promoter.

         C.       CART and Organizer/Promoter agree that it is in the best
                  interest of the sport, its promoters and sponsors to have the
                  same on-site and United States television title sponsor. CART
                  and Organizer/Promoter recognize and agree that all United
                  States television entitlements are derived from a privilege
                  granted by the United States television network and are
                  subject to United States network approval. In the event
                  Organizer/Promoter provides CART with a United States
                  television entitlement sponsor, such sponsor must agree to:
                  (i) purchase one (1) of several commercial unit package
                  options for either United States network or cable coverage to
                  be published by CART or its designee each year, (ii) enter
                  into a negotiated agreement with CART or its designee, or
                  (iii) guarantee a payment for entitlement in return for which
                  Organizer/Promoter will receive eight (8)


                                       14
<PAGE>   15
Rockingham Promoter Agreement
July 3, 2000
Final Contract


                  thirty (30) second commercial units to package with its
                  on-site title. The published rate option packages and payment
                  option will be made available to Organizer/Promoter at least
                  one (1) year in advance.

         D.       Organizer/Promoter may, at its option, and subject to approval
                  by CART or its designee and the appropriate network, elect to
                  guarantee over-the-air United States broadcast network
                  coverage of its Event. In this event Organizer/Promoter will
                  be required to provide a United States television title
                  sponsor subject to: (i) purchase of one (1) of several
                  published minimum commercial unit packages, (ii) enter into a
                  negotiated agreement with CART or its designee, or (iii)
                  guarantee a payment for entitlement to be determined each
                  year. In the payment option (iii) Organizer/Promoter will
                  receive eight (8) thirty (30) second units in the telecast to
                  package with its on-site title.

         E.       In the event Organizer/Promoter elects not to provide CART
                  with a United States television entitlement sponsor or to
                  guarantee over-the-air United States broadcast network
                  coverage, then CART or its designee shall have the option to
                  secure a United States television entitlement sponsor which
                  need not be the same as the on-site entitlement sponsor.

         F.       CART and Organizer/Promoter agree that the policies and terms
                  set forth as a condition of both United States and
                  international television coverage of this Event may change
                  from time to time, and, therefore, the United States and
                  international television agreement may supersede portions of
                  this Agreement. In the event that the United States and
                  international television agreement supersedes a portion of
                  this Agreement, CART will immediately notify
                  Organizer/Promoter and work toward a mutually agreed upon
                  solution.


28.      Organizer/Promoter recognizes and acknowledges that CART has the right
         to contract for official sponsors for the FedEx Championship Series,
         which need not coincide with specific Event sponsors, as well as to
         grant other official product designations on a Series wide basis, in
         CART's sole discretion.


29.      A.       CART acknowledges that Organizer/Promoter intends to enter
                  into a sponsor relation with a vehicle manufacturer. If such
                  vehicle manufacturer is represented within CART pace car
                  fleet, CART will utilize that vehicle to pace the race. If
                  CART does not have that vehicle in the CART pace car fleet,
                  Organizer/Promoter and the vehicle manufacturer must provide a
                  pace car that meets CART safety and pace car standards. If not
                  provided, CART is under no obligation to use a car from the
                  vehicle manufacturer. Subject to the foregoing, CART or its
                  designee shall have the exclusive


                                       15
<PAGE>   16
Rockingham Promoter Agreement
July 3, 2000
Final Contract


                  right to provide any and all pace cars throughout the entire
                  Event. In addition, only pace cars provided by CART or its
                  designee shall be allowed to participate in the parade laps
                  immediately preceding the start of the Champ Car race. Further
                  details of these and other responsibilities of
                  Organizer/Promoter to CART and/or a co-Series sponsor to be
                  designated by CART are agreed to as outlined in SCHEDULE D
                  attached hereto and made a part hereof.

         B.       The Events shall be included in the FedEx Series sponsorship
                  and marketing program, in each year such Event(s) are
                  conducted pursuant to this Agreement, including extensions
                  and/or renewals thereof, up to and including the year 2001,
                  provided the FedEx Series Sponsorship Agreement is then in
                  full force and effect, or longer if such Agreement is
                  extended. Details of the FedEx sponsorship and marketing
                  program and the responsibilities of Organizer/Promoter to
                  FedEx are agreed to as outlined in SCHEDULE G attached hereto
                  and made a part hereof.


30.      A.       Organizer/Promoter agrees that the scheduled CART sanctioned
                  activities during each Event shall have priority over any
                  other race or other activity scheduled during such Event.
                  Organizer/Promoter will not schedule any supporting races,
                  tests, or ancillary activities on the same day as registration
                  or inspection, or on any other day during an Event, without
                  prior written approval of cart, such approval not to be
                  unreasonably withheld. Further details of these and other
                  scheduling considerations/requirements are agreed to as
                  outlined in SCHEDULE E attached hereto and made a part hereof.

         B.       Organizer/Promoter acknowledges that current CART regulations
                  prohibit testing by CART teams at facilities outside the North
                  American continent and agrees to abide by this regulation.


31.      CART and Organizer/Promoter shall mutually agree upon grid/pre-race
         activities to be conducted by cart, which activities shall include but
         are not limited to the pole awards, other contingency award activities,
         driver introductions, etc.


32.      CART and Organizer/Promoter shall mutually agree to maintain control of
         the Victory Circle location, facilities and proceedings. Details of
         these proceedings and the requirements of Organizer/Promoter in regard
         thereto are agreed to as outlined in SCHEDULE F attached hereto and
         made a part hereof.


                                       16

<PAGE>   17
Rockingham Promoter Agreement
July 3, 2000
Final Contract


33.      CART shall have reasonable access to the PA system in order for CART to
         fulfill its contractual obligations to its sponsors and inform
         participants and spectators of activities during the Event.


34.      A.       CART acknowledges Organizer/Promoter's desire to be the
                  official CART merchandiser at the events. Organizer/Promoter
                  and CART will negotiate in good faith to complete a mutually
                  acceptable agreement. In the event an agreement is not
                  reached, the following will apply. CART or its licensed
                  representative, shall have the right to sell official licensed
                  CART merchandise from its own temporary concession facility
                  and/or a facility supplied by the Organizer/Promoter as
                  determined by CART. Official Event Concessionaire locations
                  notwithstanding, CART or its licensed representative shall be
                  given first choice for any and all of its vendor locations
                  which shall be in a prominent, high-traffic location,
                  generally near the paddock area. CART or its licensed
                  representative shall pay to the Organizer/Promoter for each
                  location including associated credentials and any required
                  services, the lesser of the then current market price or a
                  single fee of One Thousand Five Hundred ($1,500.00) Dollars.
                  Sales information shall be confidential and proprietary
                  property of CART or its licensed representative.

         B.       Selected items of CART merchandise, at the discretion of CART,
                  will be offered to the Organizer/Promoter for sale in its
                  concession facilities at terms to be agreed upon by the
                  parties in writing in advance.

         C.       Organizer/Promoter shall include at its cost a CART Licensed
                  Products advertisement in the official race program. Camera
                  ready art shall be provided by CART or its licensed
                  representative.

         D.       CART and Organizer/Promoter shall negotiate in good faith for
                  the manufacture and distribution by CART licensees of
                  merchandise bearing the marks of both CART and the Event. Such
                  cross-licensed merchandise may be offered for sale through
                  CART and Organizer/Promoter controlled vendor locations as
                  agreed upon by the parties. CART licensees shall also have the
                  opportunity to sell such cross-licensed merchandise to
                  off-track retailers.

         E.       CART logos and trademarks including but not limited to all
                  Series logos and marks, sanctioning body logos and marks, and
                  any other CART or CART related logos and marks may not be used
                  by Organizer/Promoter on any merchandise whatsoever without
                  express advance written approval of CART.


                                       17

<PAGE>   18
Rockingham Promoter Agreement
July 3, 2000
Final Contract


         F.       It is Organizer/Promoter's responsibility to insure that any
                  and all concessions and/or merchandise is properly licensed.
                  In the event that CART discovers any unlicensed products, it
                  will have the right to take appropriate action in its sole
                  discretion.

         G.       All CART Champ Car teams will be afforded the opportunity to
                  sell merchandise within the confines of the race facility. All
                  teams will be in a prominent, high-traffic location.
                  Participating teams will pay a rights fee for the location,
                  which fee shall be (i) consistent with the then current market
                  price and (ii) no less favorable than the terms and conditions
                  provided to other vendors located within the same area.

         H.       This Section 34 shall supersede all related terms of the
                  Organizer/Promoter's standard Vendor Agreement.


35.      In conjunction with the CART Winner's Circle Club, Organizer/Promoter
         shall provide at its expense:

         A.       Limited access to restricted areas for club members during
                  group tours and club functions.

         B.       Inclusion of a CART Winner's Circle Club advertisement in the
                  official race program. Camera ready art shall be provided by
                  CART or its designee.

         C.       Covered facility for meetings with a proper PA system (size to
                  be specified by CART).


36.      Organizer/Promoter shall cooperate with CART in its spectator research
         efforts, including but not by way of limitation allowing CART
         representatives access to spectators for personal interviews and
         questionnaire distribution and inclusion of a CART questionnaire in the
         official race program, for which camera ready art will be provided. The
         results of such research shall be made available without cost to
         Organizer/ Promoter.

37.      A.       In addition to the FedEx Series sponsorship and marketing
                  program, CART shall have the right to designate up to seven
                  (7) exclusive sponsorships on a series-wide basis utilizing
                  the following entitlements to be provided by
                  Organizer/Promoter for each sponsorship at no cost to CART
                  except as otherwise stated:

                           -        Series-wide product category exclusivity;
                           -        Twenty Thousand ($20,000.00) Dollar
                                    hospitality credit


                                       18
<PAGE>   19
Rockingham Promoter Agreement
July 3, 2000
Final Contract


                                    which can be applied to facility, food and
                                    beverage;
                           -        Acknowledgment by Organizer/Promoter as an
                                    Event sponsor, with such recognition to
                                    include all entitlements normally afforded
                                    an associate Event sponsor;
                           -        Inclusion in the Event press kit;
                           -        One full page, four-color advertisement in
                                    the Event souvenir program;
                           -        One page of editorial in the Event souvenir
                                    program;
                           -        One 40' x 40' expo/sampling space;
                           -        Twenty (20) public address announcements
                                    over Event weekend;
                           -        Grandstand admission tickets to be mutually
                                    agreed upon by CART and Organizer/Promoter;
                           -        Restricted area credentials to be mutually
                                    agreed upon by CART and Organizer/Promoter;
                           -        Track side signage, which receives
                                    significant exposure to the global audience;
                                    CART and Organizer/Promoter to agree on size
                                    and placement;

                  All costs associated with the design and production of the
                  advertising page and wall signs shall be borne by Sponsor. For
                  each such sponsorship sold by CART, Organizer/Promoter shall
                  receive for each year of the sponsorship, One Hundred Thousand
                  ($100,000.00) Dollars in return for the above listed
                  entitlements. The parties acknowledge the following categories
                  represent acceptable potential sponsorships that CART shall
                  have the right to negotiate for series-wide sponsorships:

                           -        payment systems
                           -        confectionery
                           -        snacks
                           -        film
                           -        camera
                           -        electronics (i.e., television, hi-fi, audio,
                                    etc.)
                           -        long distance

                  Exclusive of FedEx and MCI (or its British affiliate),
                  Organizer/Promoter shall have the right to market the race to
                  sponsors in the exclusive marketing categories so long as CART
                  has not secured Series wide sponsorship in that category six
                  (6) months prior to an Event hereunder. While CART has the
                  right to try to negotiate a series-wide sponsorship in the
                  above categories, Organizer/Promoter also has the right to
                  negotiate for Event sponsors in the same categories.
                  Organizer/Promoter shall promptly notify CART of any proposed
                  sponsorship involving one of the above categories, and may
                  proceed further with such sponsorship only if CART does not
                  then have consummated or pending (subject to


                                       19

<PAGE>   20
Rockingham Promoter Agreement
July 3, 2000
Final Contract


                  consummation within a reasonable period of time) the sale of
                  the category Series wide. Further, CART shall negotiate with
                  such proposed sponsor in good faith for a reasonable period of
                  time to secure the participation of such sponsor on a
                  series-wide basis. If after a reasonable period of good faith
                  negotiations, CART and sponsor do not come to an agreement,
                  then Organizer/Promoter may proceed with such sponsor with
                  respect to one or more Events hereunder. Upon the conclusion
                  of the last Event subject to such agreement with
                  Organizer/Promoter, the category shall again become subject to
                  the above provisions.

         B.       Organizer/Promoter shall provide CART with two (2) pages in
                  the Event Program without charge for CART's use only. CART's
                  placement of advertising within the Program shall be sensitive
                  to Organizer/Promoter's existing commercial and promotional
                  relationships.

         C.       Organizer/Promoter recognizes that each participating team has
                  a race sponsor. Organizer/Promoter agrees that each team may
                  place its team name and sponsor(s) on both sides of the wall
                  in the team's assigned pit box, subject to applicable
                  governmental laws and regulations.

38.      Organizer/Promoter shall provide CART at no cost a preferred location
         pit row suite or other mutually agreed upon hospitality provisions for
         not less than forty (40) guests per day. Hospitality provisions will
         include food and beverage (alcoholic and non-alcoholic) as associated
         with pit suite participation.

39.      If appropriate as determined by CART in its sole discretion, each
         Competition shall appear on the FIA calendar as a full international
         FIA event. Organizer/Promoter agrees to file this listing through CART
         and reimburse CART for all applicable listing fees. In addition,
         Organizer/Promoter agrees to pay through CART the applicable National
         Motorsports Council assessments, as determined by the Council's
         Executive Committee.


40.      Organizer/Promoter agrees to indemnify and hold harmless CART, its
         directors, officials and officers, participants, agents and employees,
         members and sponsors ("Indemnitees") from any and all liabilities
         including liability resulting from negligence of the same and all costs
         and expenses, including attorneys fees incurred in the defense thereof,
         asserted or imposed upon CART, its directors, officials, official
         representatives, employees, officers, members and sponsors arising out
         of or as a result of an Event hereunder, directly or indirectly, and
         whether any such claim or liability arises before, during or after the
         Event, excluding liabilities, costs or expenses arising out of the
         gross negligence or gross misconduct of Indemnitees.


                                       20

<PAGE>   21
Rockingham Promoter Agreement
July 3, 2000
Final Contract


41.      Organizer/Promoter agrees not to take any action adverse to the
         interest of CART and, in consideration of the acceptance and approval
         of this application, releases and discharges CART and its officials and
         representatives from all liability for personal injury that may be
         received, and from all claims and demands for damages to real or
         personal property or to any person growing out of or resulting from an
         Event hereunder, whether caused by any construction or condition or any
         track or track equipment, cars or debris, or resulting from any act or
         failure of any official or any person assisting the officials serving
         in connection therewith, excluding liabilities, costs or expenses
         arising out of the gross negligence or gross misconduct of Indemnitees.


42.      Nothing contained herein shall be construed to place CART in the
         relationship of a partner or joint venturer with Organizer/Promoter,
         and Organizer/Promoter shall have no power to obligate or bind CART in
         any manner whatsoever other than as specifically provided for herein.
         Neither party undertakes by this Agreement to perform any obligations
         of the other, whether regulatory or contractual, or to assume any
         responsibility for the other's business or operations.


43.      A.       The validity, interpretation and construction of this
                  Agreement shall be governed and construed by the laws of the
                  State of Michigan.

         B.       In the event a dispute arises under this Agreement which
                  cannot be resolved, such dispute shall be submitted to
                  arbitration and resolved by a single arbitrator (who shall be
                  a lawyer) in accordance with the Commercial Arbitration Rules
                  of the American Arbitration Association then in effect. All
                  such arbitration shall take place at the office of the
                  American Arbitration Association located in Southfield,
                  Michigan. The award or decision rendered by the arbitrator
                  shall be final, binding, and conclusive and judgment may be
                  entered upon such award by any court.

44.      This Agreement is not transferable or assignable without CART or
         Organizer/Promoter's written approval, which approval shall not be
         unreasonably withheld. Any transfer or assignment in violation of this
         provision shall be void.

45.      Any notice or written communication required or permissible hereunder
         shall be sent by registered mail (or certified mail with return
         receipt), postage prepaid, addressed as follows:

         To CART:

         Championship Auto Racing Teams, Inc.
         755 W. Big Beaver Road, Suite 800
         Troy, MI 48084


                                       21

<PAGE>   22
Rockingham Promoter Agreement
July 3, 2000
Final Contract


         To Organizer/Promoter:

         Rockingham Motor Speedway
         Rockingham House
         Arkwright Road
         Corby NN17 5AE England

46.      A.       This Agreement (including the Schedules annexed hereto)
                  contains the entire agreement of the parties hereto and no
                  representations, inducements, promises, or agreements, oral or
                  otherwise, not embodied herein shall be of any force or
                  effect. This Agreement may be modified only upon the written
                  consent of the parties hereto.

         B.       No waiver by either party, whether expressed or implied, of
                  any provision of this Agreement or any breach or default shall
                  constitute a continuing waiver thereof.

         C.       Except as specifically otherwise stated, each and every of the
                  rights, remedies and benefits provided by this Agreement shall
                  be cumulative, and shall not be exclusive of any other said
                  rights, remedies and benefits, or of any other rights,
                  remedies and benefits allowed by law.

         D.       If any provision in this Agreement is held to be invalid or
                  unenforceable, it shall be ineffective only to the extent of
                  the invalidity, without affecting or impairing the validity
                  and enforceability of the remainder of the provision or the
                  remaining provisions of this Agreement.

47.      The parties acknowledge the importance of each party's reputation, good
         will and public image and, accordingly, agree to maintain and enhance
         such image by restraining from taking any action contrary to the best
         interest of either party, or detracting from the reputation of either
         party. Each party shall refrain from making any statements about the
         other party that adversely affects, casts in an unfavorable light, or
         otherwise maligns the business or reputation of such other party or any
         of its principals.

48.      At all times, the terms and conditions of this Agreement are
         confidential to CART, Organizer/Promoter, their parent companies and
         their respective subsidiaries, and shall not be disclosed to any other
         entity or individual without the other party's prior written consent.
         Notwithstanding the foregoing, disclosure may be made if necessary to
         enforce a party's rights under this Agreement, or if required by any
         securities or other law or regulation or by a governmental agency, in
         which case any and all documents, information, or materials disclosed
         shall be marked "confidential" and such party shall seek confidential
         treatment of such information.


                                       22

<PAGE>   23
Rockingham Promoter Agreement
July 3, 2000
Final Contract


49.      Organizer/Promoter shall be responsible for the transportation of the
         race cars and equipment of cart and, the race teams between the United
         States of America and the United Kingdom, as well as travel and hotel
         costs for the teams and officials and the assistants to the officials,
         as reasonably determined by CART. In addition, series suppliers,
         Official Sponsors and other participants (as mutually agreed between
         Organizer/Promoter and CART) may be provided with freight cargo space,
         if such space is available. Details to these arrangements and
         requirements are agreed to as outlined in SCHEDULE H attached hereto
         and made a part hereof.


50.      The following Schedules are attached hereto, incorporated herein by
         reference as though set forth in their entirety in this Agreement, and
         labeled as follows:

                  SCHEDULE A - OPERATIONAL, MEDIA, AND OTHER FACILITY/SUPPLY
                  REQUIREMENTS
                  SCHEDULE B - INSURANCE REQUIREMENTS
                  SCHEDULE C - UNIFIED CREDENTIAL SYSTEM AND FACILITY ACCESS
                  PROVISIONS
                  SCHEDULE D - CO-SERIES SPONSOR AND OFFICIAL PACE CARS
                  SCHEDULE E - EVENT ACTIVITIES
                  SCHEDULE F - POST RACE PROCEDURES/ACTIVITIES
                  SCHEDULE G - FEDEX SPONSORSHIP AND MARKETING PROGRAM
                  SCHEDULE H - CARGO, TRAVEL ARRANGEMENTS AND OTHER
                  ACCOMMODATIONS

Any person or organization having responsibility in the organization, promotion
or staging of any Competition, whether by contract or otherwise, shall co-sign
this Agreement and shall be jointly responsible hereunder. Organizer/Promoter
and the undersigned warrant and represent that Applicant has the full right and
authority to enter into and perform this Agreement, and that the execution and
delivery of this Agreement has been duly authorized by all necessary
governmental and/or corporate action.

Date:
      -----------------------    -----------------------------------------------
                                     Applicant

                                 By:
                                     -------------------------------------------

                                 Its:
                                     -------------------------------------------


Date:
      -----------------------    -----------------------------------------------
                                     Co-Signer's Signature


                                       23

<PAGE>   24
Rockingham Promoter Agreement
July 3, 2000
Final Contract


                                  CART APPROVAL

         The foregoing application is hereby approved and accepted in accordance
with the terms stated therein.


Date:                                       CART, Inc.
      -----------------------
                                        By:
                                            -----------------------------------

                                        Its:



                                       24
<PAGE>   25
                                  SCHEDULE "A"

             OPERATIONAL, SUPPLY, FACILITY AND UTILITY REQUIREMENTS
             ------------------------------------------------------

         Pursuant to Paragraph 20 of the Agreement, Organizer/Promoter shall
         provide at its expense except as otherwise specifically provided the
         following additional items. The specific items listed in this Schedule
         A reflect minimum requirements for certain areas, and should not be
         construed as inclusive of all necessary items Organizer/Promoter must
         provide.


A.  MEDIA AREAS
    -----------

GENERAL SET-UP REQUIREMENTS:

         -        The deadline for having the press facility fully operational
                  is 5:00 p.m. on the day prior to the commencement of CART
                  on-track activities. Among those items that must be fully
                  operational include: televisions in place with cable hookups;
                  all seats assigned with placards in the deadline media area
                  with help from CART Public Relations staff; all telephones are
                  in place, have service and are operational; unrestricted phone
                  lines with instruments for CART are in place and operational
                  with no restrictions; all media-related bins and press-kit
                  tables are in place as well as labeled, if need be; power
                  supplies are in place and working throughout; press conference
                  area is operational in regard to setup of microphones, sound
                  system, speakers, lectern, scaffolding and media seating.
         -        The auxiliary and/or photo press room also must be fully
                  operational with all the above items located in the main area
                  and staffed with track representatives.
         -        It is required that a track public relations representative is
                  at the media center the day prior to the commencement of CART
                  on-track activities.
         -        The track will provide runners to retrieve daily statistical
                  information from CART Timing and Scoring. The person(s) and
                  procedure must be in place on the day prior to the
                  commencement of CART on-track activities.

PRESS ROOM FACILITIES:

                  Solid, climate controlled, weatherproof and noise-insulated
                  structures, sufficient in size to accommodate the number of
                  attending media representatives and capable of supporting
                  separate work areas as follows. Ample televisions, power,
                  telephones and working materials will be provided for each
                  area, with specific requirements identified within this
                  Schedule A:

                  -        Deadline Media
                  -        Non-deadline Media
                  -        Photo Media, with lockers provided
                  -        Event Media Relations
                  -        Support Event(s) Media Relations


<PAGE>   26
PRESS CONFERENCE/INTERVIEW AREA FACILITIES:

                  Solid, climate controlled, weatherproof and noise insulated
                  structure. Area shall be set-up with skirted tables and chairs
                  placed on a raised podium, and a lectern for the moderator.
                  Proper lighting for television and photographers is required.
                  A CART approved backdrop shall be placed behind the drivers'
                  interview tables.

VIEWING STANDS FACILITIES:

         -        Required for venues that do not provide a legitimate track
                  view from the media center or a press box
         -        Viewing stand will not be a section of seating roped off in a
                  general spectator area
         -        Viewing stand should be in or near the suite section or its
                  own entity and should be under cover
         -        Viewing stand needs tables and chairs and the seats are to be
                  assigned with help from the CART Public Relations staff
         -        Viewing stand needs to be staffed by a track public relations
                  representative
         -        Requires a cooler of cold beverages for the media
         -        A shuttle service should be considered if the viewing stand is
                  a good distance from the media center

CART COMMUNICATIONS DEPARTMENT OFFICE FACILITIES:

         -        Requires an area in the main deadline press facility, an
                  enclosed office if available
         -        Area needs to have enough table space and seating for a
                  minimum of six (6) CART representatives

EQUIPMENT:

         Photocopy Machines - A minimum of two (2) photocopy machines, which
         shall be print quality high speed photocopiers with collating and
         stapling capability.

         Fax Machines - A minimum of three (3) fax machines.

         Televisions - The amount of televisions will be specified for each
         venue, with the size of the media center as well as additional
         auxiliary areas being taken into consideration; televisions are
         required in ALL media areas, including auxiliary areas; recommend that
         televisions are either mounted to the wall with swivel hinges or on
         wheel carts; the amount of televisions can be reduced if a big-screen
         television (54) inches is utilized for a video feed in a primary
         location; a minimum of three (3) televisions shall be provided in the
         viewing stands; the CART Communication Department office must have a
         minimum of five (5) televisions for timing and scoring and video feed.

         Sound System - A sound system for press conferences will be provided by
         the track; the requirements include four (4) microphones for the
         podium; one (1) microphone for the speaker at the lectern; speakers;
         and a multi box for radio media to plug into and record.


                                       2

<PAGE>   27
B.  ACCREDITATION FACILITIES
    ------------------------

LOCATION:

         -        easily accessible by public transport
         -        adequate car parking
         -        within fifteen (15) minutes walking distance to the track

SIZE:

         -        minimum of 12 feet x 40 feet working area
         -        separate area for office and/or storage of computer cases
         -        20 feet minimum of table/desk space
         -        seating for a minimum of ten (10) people
         -        ample space inside/under cover to allow for queuing of guests
         -        entrance and exit doors

TEMPERATURE:

         -        heating/air conditioning control to maintain adequate
                  temperature for computers

SIGNAGE:

         -        directing people to registration area
         -        "entrance" and "exit" signs to provide smooth flow
         -        external signage upon leaving showing way to parking areas and
                  entrances
         -        identifying separate series within one credential area

SECURITY:

         -        all doors, windows to be lockable
         -        in the case of a temporary structure an internal fully secure
                  facility should be provided and/or overnight security.

CLEANING:

         -        the facility should be cleaned at the end of each day


C.  OPERATIONS
    ----------

FACILITIES:

         The parties shall mutually agree on reasonable facility requirements
         for the Events in the United Kingdom. As a minimum, the following areas
         have been identified as being required and where applicable should be
         in solid, climate controlled, weatherproof structures:

         Race Control Area - An elevated, solid, quiet, climate controlled, and
         weatherproof structure with an uninterrupted view of the front
         straight, start/finish line pit entrance and exit and last turn.
         Structure size: 30 feet x 15 feet. The structure design must provide


                                       3

<PAGE>   28
         windows with anti-glare provisions and minimal structural interference
         to the site line along the front face and forward half of each end
         panel. Access to this structure must be provided for safe loading of
         equipment. This structure shall be placed at an angle to and distance
         from the race track as prescribed by CART. This facility is for the
         exclusive use of the officials as their presence is required to control
         on track activities;
         Radio Room with a charging and repair area;
         Timing and Scoring Area - A separate solid, elevated, weatherproof,
         climate controlled timing and scoring structure with an uninterrupted
         view of the front straight at start/finish line, pit entrance and exit,
         and last turn. The enclosed structure shall be at least 12 feet deep x
         40 feet long. The structure design must provide windows with anti-glare
         provisions and minimal structural interference to the site line along
         the front face and forward half of each end panel. Additional elevated
         seating to accommodate 30 manual scorers adjacent to the main timing
         and scoring area.. (Option: the enclosed structure of a minimum size of
         12 feet x 65 feet). The dimensions supplied are to exclusively
         accommodate scoring for CART sanctioned activities. Additional
         considerations must be made for support event timing and scoring
         activities. Access to this structure must be provided for safe loading
         of equipment. This structure shall be placed at an angle to and
         distance from the race track as prescribed by CART;
         Operations Area, with appropriate furnishings;
         Medical Facility with a separate area for CART medical operations, with
         appropriate furnishings;
         CART Business Facility, with appropriate furnishings;
         CART Stewards Area, with appropriate furnishings;
         Battery Charging Facility, with appropriate furnishings;
         Two (2) separate tire supply facilities, at no cost to CART or the tire
         suppliers, with high pressure compressed air with an adequate air dryer
         which must be fitted; each facility at least fifteen hundred (1,500)
         square feet, with room for at least four (4) full sized sea containers
         adjacent to each facility;
         Space for official equipment suppliers, at a cost to be mutually
         determined between CART and Organizer/Promoter;
         Space for engine manufacturers, at a cost to be mutually determined
         between CART and Organizer/Promoter;
         Space for chassis manufacturers, at a cost to be mutually determined
         between CART and Organizer/Promoter;
         Meeting Area - A solid, quiet, climate controlled, weatherproof
         structure capable of accommodating sixty (60) people theater style.
         This facility is for the exclusive use of the CART competition
         department during the Event;
         Fuel Compound Area and Scales;
         Technical Inspection Area that must be capable of staging three (3)
         cars in line and must be capable of having these cars run directly
         through such area;
         Manifold Pressure Relief Valve Testing Area.

TEAM WORK AREA REQUIREMENTS:

         At a minimum, each Entrant (race car with assigned driver) shall be
provided the following:

         Paddock (Garage) Work Area - A 17' x 40' area covered, weatherproof
         work area; adequate overhead lighting; high pressure air supply (110
         psi) with at least one (1) one-


                                       4

<PAGE>   29
         quarter (1/4) inch NPT female fittings outlet. This air supply must be
         dry air (through an air dryer). A potable water service (approximately
         40 psi) shall be supplied via hose bib faucet.

         De-briefing Area - One hundred fifty (150) square feet of quiet,
         climate controlled, weatherproof area with electricity, tables, chairs
         and overhead lighting. This area to be adjacent to paddock work area,
         or as close as possible.

         Pit Area - Potable water service (approximately 40 psi) shall be
         supplied via hose bib faucet; Fire protection shall include charged
         high pressure water line.

         Storage Area - There shall also be a convenient secure storage area for
         the team, CART, and suppliers shipping storage containers.

         If the work area provided by Organizer/Promoter is not adequate, in
         CART's sole discretion, Organizer/Promoter will use its best efforts to
         provide adequate facilities to meet the needs of the CART teams.

EQUIPMENT:

         Two (2) print quality hi-speed photo copiers (Timing and
         Scoring/Operations Area) with collating and stapling capability.

         Timing and Scoring System - see paragraph 20B of the Agreement.

COMMUNICATION CIRCUITS:

         Land line communication system connecting all trackside stations, pit
         in, pit out, pit center, race control and start/finish line.

         A separate private land line communication circuit connecting timing
         and scoring, race control, pit center and starters stand.

SAFETY:

         Organizer/Promoter shall supply four (4) first response trucks. Trucks
         to be supplied in accordance with the specifications supplied by CART.

         Option: Organizer/Promoter to air freight CART's safety equipment from
         USA to England to USA.

         CART also requires two (2) pick-up trucks (1/2 ton) for track clean up
         and operational support.

FUEL:

         Organizer/Promoter shall provide fuel for all safety vehicles:

         Safety Vehicles - unleaded gasoline - approximately 200 gallons


                                       5

<PAGE>   30
         Organizer/Promoter shall be responsible for providing an adequate
         supply of reagent grade methanol for the race cars and also for
         supplying the equipment necessary to contain, transport and dispense
         the fuel. The amount of fuel required shall be mutually agreed not less
         than sixty (60) days in advance of the Event.

         Organizer/Promoter recognizes that CART has a Series-wide Official Fuel
         Supplier arrangement and acknowledges that Organizer/Promoter will not
         enter into any specific Event official fuel supplier arrangements.

         Organizer/Promoter shall supply thirty (30) pit fuel storage tanks
         constructed in accordance with the specifications supplied by CART.

NITROGEN:

         Organizer/Promoter shall provide bottles of compressed nitrogen for
         Entrants in sufficient quantities for the Competition.
         Organizer/Promoter is responsible to supply bottles with fittings
         compatible with team equipment. Each Team shall provide a deposit for
         the use of adapters, which deposit shall be refunded to the Teams upon
         return of the adapters.

MANIFOLD PRESSURE RELIEF VALVE TESTING EQUIPMENT:

         Organizer/Promoter shall provide an air compressor with a minimum
         capacity of one hundred eighty (180) cubic feet per minute (at 100
         psi), with a thirty (30) gallon storage tank. A minimum one inch
         delivery hose is required.

GENERAL:

         Minimum of three hundred fifty (350) pounds of ice each day from
         Thursday (Wednesday for Saturday Champ Car races) until Sunday of race
         weekend including any rain dates. In addition, 100 pounds of ice on the
         day prior to the first Event day, as noted above.

         Organizer/Promoter shall provide worker lunches and drinking water for
         each day of the Event weekend, i.e., Thursday until Sunday (Wednesday
         for Saturday Champ Car races) including any rain dates. CART will
         identify the quantity to be supplied. Alternatively, cart and
         Organizer/Promoter shall mutually agree upon food service to be
         provided.

         All areas and utilities shall be accessible for use by CART on or
         before 8:00 AM the Wednesday prior to the published race date.

HAZMAT:

         Organizer/Promoter shall work with CART to take all reasonable
         precautions for the handling and disposal of HAZMAT materials. Further,
         Organizer/Promoter shall work with CART to provide, at a reasonable
         cost to the teams, basic HAZMAT materials that may be readily available
         in Germany. Organizer/Promoter may also provide alternative


                                       6

<PAGE>   31
         transportation of HAZMAT materials, provided such transportation is
         timely.


                                       7

<PAGE>   32
D.  TELEVISION AND RADIO
    --------------------

         As provided in Paragraphs 20 and 27 of the Agreement,
         Organizer/Promoter shall comply with CART's television and radio
         requirements; CART will review and determine such requirements as soon
         as possible, which shall be included in this section and elsewhere
         where appropriate in this Schedule A.


FACILITIES:
         Approximately 200 feet X 150 feet for use by CART Productions, Domestic
         Network Television, International Network Television, broadband, other
         approved broadcast organizations and related production mobile units,
         broadcast equipment and personnel.

         Booths

         1 - U.S Television                          15 x 15
         1 - Domestic Television                     15 x 15
         4 - International booths                    8 x 8
         1 - CART RADIO Network                      8 x 8
         1 - CART RADIO NETWORK SPANISH              8 x 8


ACCESS:

         Organizer/Promoter shall accord all broadcast networks and/or their
         designees the right to install and maintain at, and remove from, the
         site of the Event and associated areas such wires, cables, and
         apparatus as the network or its designee deems necessary for recording
         and/or telecasting the Event (provided that there shall not be any
         interference with the use of or means of ingress or egress at the site
         or associated areas).

SECURITY:

         Organizer/Promoter must provide sufficient security, with radio
         communications, for all broadcast equipment in the television compound
         and around the track, including camera, remote, and booth locations.
         Security should be available from the first evening of arrival through
         the morning of the last day of departure of all broadcast equipment.

ADDITIONAL FACILITIES:

         CART may also require, and Organizer/Promoter agrees to provide,
         additional space to locate one (1) or more mobile announce booths to
         accommodate international networks, plus any required electrical power.
         All reasonable costs associated with the provision of power and other
         required facilities (i.e. telephone, etc.) for these additional
         international networks shall be the responsibility of CART.


                                       8

<PAGE>   33
EQUIPMENT VENDORS:

         Broadcast crews will use best efforts to achieve highest quality,
         lowest cost for renting equipment from Organizer/Promoter's exclusive
         source. If this cannot be achieved, then the exclusive track source
         will not apply to production company's needs.

E.  WINNERS CIRCLE
    --------------

FACILITIES:

         -        A fenced, separate area, preferably away from pit lane
         -        Photographers' riser, placed proportionately to the podium
         -        Raised podium
         -        Two separate entrances: One for drivers, team owners and
                  presenters only (if necessary, TV); the other for VIP's,
                  sponsors and photographers


F.  CHAPEL
    ------

         Organizer/Promoter shall provide appropriate space and facilities for
         use as a chapel during all CART Events at a maximum cost to CART of One
         Thousand ($1,000.00) Dollars. These facilities shall include at a
         minimum a solid, quiet, climate controlled, weather proof structure
         capable of accommodating sixty (60) people, and a small office/private
         room.


G.  ELECTRIC/POWER REQUIREMENTS
    ---------------------------

GENERAL:

         All power supplied shall be 60-cycle and should be dedicated "shore"
         power, as opposed to generator power, where possible. If "shore" power
         is not available, dedicated generator power must meet the requirements
         of the network television production company, including but not limited
         to: back-up power, redundant systems, frequency controlled, and
         automatic switch-over features. Organizer/Promoter shall provide an
         adequate supply of electrical power to service all areas, consistent
         with the applicable function or activity therein. Listed power
         requirements for Organizer/Promoter provided facilities are exclusive
         of climate control and lighting requirements. Where shore power proves
         to be neither clean, stable, nor dependable at the levels required,
         Organizer/Promoter shall provide generator back up by frequency
         controlled, automatic switch-over generators, at Organizer/Promoter's
         sole expense.


                                       9

<PAGE>   34
MEDIA CENTER:

         Organizer/Promoter should provide CART Communications staff at least
         two (2) 110 volt, 20 amp, single phase circuits or equivalent with a
         minimum of eight (8) electrical outlets. Adequate power and at least
         one electrical power strip (with surge protector) adequate to
         accommodate the power supply requirements of media lap top computers
         for every two (2) media persons in media area.

ACCREDITATION FACILITIES:

         Organizer/Promoter shall provide at least one (1) 110 volt 30 amp,
single phase circuit, exclusive of climate control and lighting, with a minimum
of four (4) main power outlets.

OPERATIONS:

<TABLE>
<S>                               <C>            <C>      <C>          <C>
   Radio Room                     110v/115v       6       30 amp       single phase
   Race Control                   110v/115v       5       20 amp       single phase
   Timing and Scoring             110v/115v       6       30 amp       single phase
   Inspection Area                110v/115v       2       30 amp       single phase
   CART Operations Facility       110v/115v       2       30 amp       single phase
   CART Business Center           110v/115v       2       30 amp       single phase
   CART Medical Facility          110v/115v       1       30 amp       single phase
   Chapel                         110v/115v       1       20 amp       single phase
   CART Fuel Compound             110v/115v       2       30 amp       single phase
   Each Tire Compound             220v/240v       2       50 amp       single phase
   Scales                         110v/115v       2       25 amp       single phase
   Each Supplier Area             110v/115v       2       20 amp       single phase
   Each Engine Area               110v/115v       2       20 amp       single phase
   Each Chassis Area              110v/115v       2       20 amp       single phase
*Each Entrant Garage Area         110v/115v       1       30 amp       single phase
*Each Entrant Garage Area         110v/115v       1       20 amp       single phase
*Each Entrant Pit                 110v/115v       1       30 amp       single phase-4 outlets
*Each Entrant Pit                 110v/115v       1       20 amp       single phase
*Each Entrant Briefing Area       110v/115v       2       15 amp       single phase
         (exclusive of air conditioning)
   Each Support Race Entrant Pit Area
                                  110v/115v               20 amp       single phase
   (*Entrant is defined as a race car with an assigned driver)
</TABLE>

TELEVISION AND RADIO:
         Domestic Broadcaster/Host
         -------------------------

         Mobile 1          208v     200 amp          3 phase
         Mobile 2          208v     200 amp          3 phase
         Mobile Support    208v     200 amp          3 phase
         Uplink            208v     150 amp          3 phase


                                       10

<PAGE>   35
         World Feed
         ----------

         Mobile 1          208v     200 amp          3 phase
         Mobile 2          208v     200 amp          3 phase
         Mobile Support    208v     100 amp          Single phase
         Uplink            208v     150 amp          3 phase
         In Car            208v     100 amp          Single phase
         RF                208v     100 amp          Single phase

         U. S. Network
         -------------

         Mobile 1          208v     200 amp          3 phase
         Mobile 2          208v     200 amp          3 phase
         Uplink            208v     150 amp          3 phase

         International
         -------------

         Mobile 1          208v     200 amp          3 phase
         Mobile 2          208v     200 amp          3 phase
         Uplink 1          208v     150 amp          3 phase
         Uplink 2          208v     150 amp          3 phase
         Uplink 3          208v     150 amp          3 phase



H.  TELEPHONE REQUIREMENTS
    ----------------------

GENERAL:

         All line charges reasonably related to CART business activities, within
         the United Kingdom, unless otherwise stated, shall be to the account of
         Organizer/Promoter; all media telephones require free local access; no
         credit card slide telephones; as a minimum, the following areas must be
         supplied telephones which provide access to commercial telephone lines.

MEDIA AREAS:

         Deadline Media Area - One (1) telephone for every two (2) media
         persons;

         Auxiliary Media Area - One (1) telephone for every four (4) media
         persons;

         CART Communications Department - Five (5) dedicated unrestricted access
         lines with local and international service and instruments shall be
         provided for the exclusive use of the CART Communications Department
         staff. All charges related to these telephones are the responsibility
         of Organizer/Promoter.


                                       11

<PAGE>   36
OPERATIONS:

         CART Registration Area - One (1) telephone line and one (1) facsimile
                                  line with facsimile machine;
         CART Operations Area -   Two (2) telephone lines and one (1) facsimile
                                  line with facsimile machine;
         CART Medical Facility -  One (1) telephone line and (1) facsimile line
                                  with facsimile machine, with both lines having
                                  local and international service;
         CART Business Center -   Two (2) telephone lines and one (1) facsimile
                                  line with facsimile machine;
         Race Control -           Two (2) telephone lines and one (1) facsimile
                                  line with facsimile machine;
         Timing & Scoring -       Six (6) telephone lines and (1) facsimile line
                                  with facsimile machine;
         Chief Steward Trailer -  Two (2) telephone lines and one (1) facsimile
                                  line

TELEVISION AND RADIO:
         Television Compound area: - Organizer/Promoter shall ensure that
         seventy-five (75) telephone circuits are permanently installed in the
         television compound.

         Announce Booths: A minimum of six (6) telephone circuits permanently
         installed in each announce booth.

I.  RESTROOMS
    ---------

There must be adequate facilities, to be specified by CART, in the paddock or
garage area, for the exclusive use of the officials and team personnel.


J.  GENERAL
    -------

As the execution of the Competition and broadcast coverage of CART events is
vital to the success and growth of the Series and each Event, and as newer and
additional technical facilities may be required to meet media, operational and
broadcast production standards in order to enhance and upgrade the facility and
broadcast quality, Organizer/Promoter agrees to provide additional space, power,
facilities, or other services as may be requested by CART. CART agrees to
provide Organizer/Promoter as much advance notice as possible of these
additional requirements. Organizer/Promoter is hereby notified that any change
to the facility could affect safety, competition activities or presentation of
the Event. Therefore, it is the responsibility of Organizer/Promoter to inform
CART of any proposed modifications to the facility including but not limited to
the race track and surrounding area and any structure used by CART during the
Event.


                                       12
<PAGE>   37
           REGULATIONS FOR INTERNATIONAL AIR FREIGHT MOVEMENT FOR CART
           -----------------------------------------------------------
                               CHAMPIONSHIP RACES
                               ------------------


INTRODUCTION:
-------------

The air freight movement of the entire CART community to International Overseas
races is an extremely complicated logistical and legal exercise. The combined
movement operation is a multi-million dollar operation. The financial risks to
the Promoters alone measure in the tens of millions of dollars.

Further, movement of this amount of airfreight across international boundaries
would ordinarily be impossible in the time frames required. It is only through
the cooperation of several U.S. and host nation governmental agencies that we
are able to make this movement at all.

The cooperation of all parties, in both the spirit and the words of these
regulations are essential. A lack of cooperation from any individual can put the
entire operation in jeopardy.

All participants are reminded that these movements are considered as part of the
competition that they are a part of, and as such are subject to the provisions
of the CART rule book. Participants should particularly be aware that they are
required to follow the instructions of the CART officials.

1.       BASICS
         ------

A.  The Promoter for the _______________________at___________________

         Mr. John Doe
         General Manger / Motorsports
         XYZ Racetrack
         ABC Street, DEF Town
         Telephone:        011-123-123456
         Fax:              011-123-654321
         E-mail:

B.       The authorized Unites States representative for the ________________is:

         Mr. John Doe Jr.
         America's Representative
         XYZ Racetrack
         Anystreet
         Anytown, Anystate, USA 12345
         Telephone:        123-123-1234
         Fax:              123-123-4321
         E-mail:


                                     PAGE 1

<PAGE>   38
         XYZ International Air Service is the designated freight forwarder:

         CONTACTS:
         ---------
         Jane Doe
         123 Anystreet,
         Anytown, USA 12345
         Telephone:        123-123-1234
         Fax:              123-123-9876
         E-mail:

C.       The basic freight movement is governed by contract between Championship
         Auto Racing Teams, Inc. (hereinafter "CART") and the Promoters, acting
         as the "Headquarters" for the teams, for the benefit of all concerned.
         Nothing in these regulations shall be construed to modify the
         transportation provisions of such contract, or to shift any risk with
         respect to any undertaking as provided in such contracts. The Promoters
         are dedicated to resolving any disputes amicably, with the assistance
         of CART if necessary. The cooperation of shippers is expected and
         appreciated.
D.       The standard currency for CART freight movements shall be the U.S.
         Dollar.
E.       All freight will be measured in pound weight or its volume may be
         translated into pound weight. (See 3. Weights and Volumes)
F.       MAX SHIPPING WHEELBASE FOR RACE CARS BEING SHIPPED WILL NOT BE GREATER
         THAN 126".

2.       CLASSES OF SHIPPER
         ------------------

There are five classes of shipper on the CART international freight movements.

A.       ENTRANTS. An entrant is a team with a car with an assigned driver. This
         definition is further spelled out in the CART regulations, CART
         franchise agreements and the contracts between CART and the Promoters.
         The number of entrants accepted for freight movement is limited by
         contract between CART and the Promoters.
B.       CART. This is the freight used by CART to fulfill its obligations as
         sanctioning body of the races.
C.       CHASSIS, ENGINE AND TIRE MANUFACTURERS. These are the registered
         manufacturers of CART chassis, engines and tires for the current
         season. These companies receive an allotment of weight from the
         Promoters in the interests of the teams, in order to transport spare
         parts for the teams. Teams are


                                     PAGE 2

<PAGE>   39
         encouraged to check with their manufacturers to see what parts are
         being taken to each venue, to minimize the need for duplicates.
D.       OTHER MANUFACTURERS. These are manufacturers related to CART, or
         official sponsors of CART who may ship parts and other non-commercial
         goods on a space available basis.
E.       PROMOTER'S OPTION. This is freight shipped on a space available basis
         by the Promoter, of items used to support the race. Only items, which
         shall be returned to the United States, or expendable items, may be
         shipped this way.

3.       WEIGHTS AND VOLUMES
         -------------------

The capacities of the aircraft that are used in the freight movement are limited
in both volume and weight. The maximum takeoff weights are also limited by the
length of the legs of the flights. It is therefore necessary to limit the amount
of cargo shipped by each shipper.

A.       All freight shall be weighed at the port of embarkation and the weight
         of each piece shall be recorded. The weight shall include any piece
         that shall be placed on board the aircraft. The shipper may be present
         at the weighing of the freight. If the shipper disagrees with the
         weight of an item, they may ask that it is re-weighed and where
         possible other scales may be used. Once agreement has been reached on
         the weight of the freight the shipper shall sign the paper recording
         the weight of their freight and thereafter the weight of the shipment
         may not be disputed. If the shipper chooses not to be present at the
         weighing of the freight, that will be indicated on the form, a witness
         shall counter sign and the weight recorded at that time may not be
         disputed.
B.       Any item that appears, in the opinion of CART, to be of unusually low
         density may be measured and its volume transferred to weight using the
         following formula: 200 cu. Inches = 1 pound(1). This number shall be
         rounded down by eliminating decimals. Therefore, for example, an item
         weighing 50 lb., but which measures 48"x48"x36" may be charged against
         the shipper allowance at 414 pounds.
C.       The higher of the two weights, either by the above density formula, or
         by straight weight shall be used as the weight of an item to be
         shipped.
D.       This formula will not apply to the shipment of racing tires which shall
         be shipped only by mutual agreement of the parties.
E.       It shall be assumed that the shipper's combined freight weight shall be
         the same returning to the United States that it was departing.
F.       No single item shipped may weigh more than 2000lbs. (except car racks.)
G.       No item (except cars) may be longer than 122 inches in any dimension.
         No item exceeding 93 inches in any dimension may be wider than 93
         inches in any other dimension. The maximum dimensions of any item in
         all directions are 122" long

--------
(1) This number is arrived at by using the standard dimensions of a lower deck
747 pallet (122" x 93" x 64" = 726,144 cu in) and dividing by the standard weigh
of a lower deck 747 pallet (6000 lb.). This gives 121 cu in = 1 pound. This
would be the standard density on a pallet. We then gave the teams the benefit of
a wide margin of variance to come to the number 200 cu in per pound.


                                     PAGE 3

<PAGE>   40
         x 93" wide x 64" high. Any item higher than this must be able to be
         shipped on its side in such a manner as to fit these dimensions.
H.       The sole exception to (F) above is that each entrant shall be permitted
         one TIMING STAND which, in accordance with CART regulations, may be up
         to 72" high. All other dimension limits apply. NB. (See 8. Presentation
         of General Freight for further details about Timing Stands).
I.       Unique items, which are outside the above dimensions, may be shipped by
         special prior arrangement with CART. These items will not be included
         within a shippers weight allowance and will be charged at 150% of the
         standard shipping fee. Items for which no prior arrangement has been
         made are liable to be refused for shipment.

4.       WEIGHT ALLOWANCES PER ENTRANT
         -----------------------------

A.       Each entrant is allowed to ship 8350 pounds of general freight plus two
         rolling chassis (including one front and one rear wing element per
         chassis), free of charge.
B.       In the case of back to back overseas international events, that weight
         allowance shall be 10000 pounds (ten thousand.)
C.       Any entrant that elects to ship only one chassis will receive a bonus
         of one thousand five hundred pounds (1500lbs) towards their basic
         allowance.
D.       Any amount over the basic and bonus allowance shall be shipped at a
         cost of $4.65 per pound.
E.       Teams are HIGHLY ENCOURAGED to take the minimum amount of hazardous
         materials possible. Teams are reminded that they are responsible for
         the packing and documentation charges.
F.       The Promoter is not responsible for shipping any freight over the basic
         and bonus allowances. Additional freight shall be shipped ON A SPACE
         AVAILABLE BASIS. Teams are encouraged to communicate in advance with
         CART the total freight that they expect to ship.

5.       WEIGHT ALLOWANCES, CHASSIS, ENGINE AND TIRE  MANUFACTURERS
         ----------------------------------------------------------

A.       Each chassis manufacturer shall receive a weight allowance of three
         hundred pounds (300lbs) per entrant that uses their chassis up to a
         maximum of ten (10) entrants. For example, if Swift cars have four
         entrants using Swift chassis they will receive an allowance of 1200
         pounds of freight.
B.       Each engine manufacturer shall receive a basic weight allowance of 1500
         (one thousand five hundred) pounds. Additionally, each engine
         manufacturer shall receive an allowance of 200 pounds per entrant using
         that manufacturers engines, up to a maximum of ten entrants. (ie no
         manufacturers' total allotment shall be above 3500 pounds.)
C.       Each tire manufacturer in the series shall receive a basic weight
         allotment of 3000 pounds. Additionally, on a space available basis,
         space may be provided for tires at a rate of $50 per tire.
D.       The Promoter is not responsible for shipping any freight over the basic
         allowance. Additional freight shall be shipped on a space available
         basis.


                                     PAGE 4

<PAGE>   41
E.       Any amount over the basic allowance shall be shipped at a cost of $4.65
         per pound.
D.       A manufacturer may elect (in writing, in advance to the Promoter and
         CART) to assign their weight allowance to one of the teams that they
         support. For example, Lola Cars International may elect transfer their
         weight allowance to Newman Haas Racing.

6.       WEIGHT ALLOWANCES, OTHER SHIPPERS
         ---------------------------------

A.       There are no weight allowances for other shippers. Other shipments may
         only be made by prior arrangement, in writing, with the Promoter and
         CART.
B.       All freight in this category shall be shipped at a rate of $4.65 per
         pound ON A SPACE VIABLE BIAS.
C.       Hazardous materials shipped in this category shall be shipped at a rate
         of $9.30 per pound, in addition to the packing and document charges
         (see below).


7.       PACKAGING OF CARS
         -----------------

A.       MAX SHIPPING WHEELBASE FOR RACE CARS BEING SHIPPED ARE NOT TO EXCEED
         126".
B.       All cars must be presented with a full, fitted protective cover made of
         a durable canvas type material. Only the sling points and wheels may be
         exposed. There must be access to the steering wheel. Each car must have
         its steering wheel attached.
C.       THE SHIPPER ACCEPTS FULL AND SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED
         TO THEIR CAR, IN ANY MANNER, IF IT IS SHIPPED WITHOUT AN APPROPRIATE
         PROTECTIVE COVER.
D.       The appropriateness of any cover shall be determined by representatives
         of CART and the Promoter. Plastic wrapping material shall be presumed
         to be not appropriate.
E.       Because slick tires are prone to nicks, cuts and are prone to
         deflation, cars must be presented on rain tires. These tires are to be
         considered for transportation only, for the protection of the car and
         Promoter shall not be responsible for any damage to tires. Tires must
         be in good condition and fully inflated when presented. Deflated tires
         present a safety hazard in flight as well as to the safety of the car.
F.       THE SHIPPER ACCEPTS FULL AND SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED
         TO THEIR CAR, IN ANY MANNER, IF IT IS SHIPPED WITHOUT RAIN TIRES.
G.       Cars must be drained completely of fuel.
H.       Cars must be drained as completely as possible of all other fluids.
I.       The Promoter may refuse transportation of any car that is, in the
         opinion of the CART representative and the Promoter, inappropriately
         presented.


                                     PAGE 5

<PAGE>   42
8.       PRESENTATION OF GENERAL FREIGHT
         -------------------------------

Most of the damage to freight is caused by poor packaging, and could be
prevented by better care and proper packaging.

A.       All items shipped must be squared to the maximum extent possible,
         without protrusions. The exception to this is the wheel packaging.
B.       All freight must be capable of stacking.
C.       No item shipped will have wheels or casters on it. Timing stands etc.
         must be shipped without wheels, or with wheels that can be retracted,
         removed or covered in such a manner that the covers form a skid.
D.       ITEMS WITH EXPOSED WHEELS OR CASTERS WILL BE REFUSED FOR SHIPMENT.
E.       The Promoter is not responsible for nicks, scratches and other damage
         caused to the outer cover by normal wear and handling. Cloth type
         coverings do not constitute protective packaging of general freight.
F.       Timing Stands are subject to stacking, and must be properly protected.
         We recommend a tubular external frame be installed for protection.
         Because of the high weight of Timing Stands, we recommend that skids
         are installed and the bottoms are reinforced to protect them when using
         forklifts. (See D.)
G.       Boxes and shipping containers should meet normal Airline Transportation
         Association (ATA) standards, for packaging and freight shipment. Except
         in very limited circumstances, cardboard boxes will not be considered
         acceptable packaging.
H.       All containers should be water-resistant. Shippers must recognize that
         all the freight is liable to be loaded, off-loaded, and transported by
         truck, in rain or snow. The Promoter shall not be liable for any damage
         caused by weather.
I.       The weight of an item should be distributed over the greatest possible
         area. This is to protect other freight and to comply with airline
         regulations. As a guide, no item when resting on its shipping base
         should exert a pressure greater than 10 pounds per square inch.
J.       Containers will be loaded and unloaded using a fork lift truck. The
         bottom of containers must be reinforced for this purpose.
K.       All containers must contain appropriate padding and cushioning for
         their contents, considering that they will be transported over rough
         roads. The Promoter shall not be responsible for damage that could have
         been prevented by proper padding or cushioning.
L.       All items must be clearly marked with the shipper's name on each side.
         In addition, must indicate an item number for customs documentation.
         All items should be numbered sequentially (i.e. Box 26 of 50) and
         clearly marked by shipper.
M.       Containers that need to be shipped in one particular direction must
         have arrows clearly marking which direction is considered "up". These
         markings must be visible from each direction.
N.       Containers containing liquids of any type must indicate this clearly on
         the outside of the box. All containers must be spill-proof and tight
         and must be capable of withstanding the normal changes of pressure and
         temperature of airfreight travel.
O.       Any containers that in the opinion of the Promoter and CART require
         special handling (for example top stacking) shall not be included in
         the shipper's allowance and shall be charged at 150% of the basic fee
         (i.e. $6.97 per pound).


                                     PAGE 6

<PAGE>   43
P.       The Promoter may refuse transportation of any freight that is, in the
         opinion of the CART representative and the Promoter, inappropriately
         presented, or the shipper may be instructed to re-package the freight
         or the shipper may be charged the special handling fee.

9.       HAZARDOUS MATERIALS
         -------------------

A.       Hazardous materials must be packed and documented by the hazardous
         materials specialists designated by the Promoter. The designated
         hazardous materials specialists for ____________________________shall
         be ________________________. Contact _____________________________
B.       Packaging and documentation of hazardous materials will be at the
         shipper's expense.
C.       Certain classes of materials are prohibited. Shippers must consult the
         hazardous materials specialists well in advance for further
         information. Shippers must contact the Promoter for any variance from
         this list. Variances shall be made in consultation with the CART
         logistics office and the hazardous materials specialists.
D.       The following items are commonly used by motor racing teams and are
         amongst those considered to be hazardous cargo and should be avoided:

                  Acetone / aerosols / fiberglass repair kits / acid batteries /
                  methylated spirits / brake cleaner / 3M structural adhesives /
                  white spirit / liquid polish / isopan kits / glass cleaner /
                  1,1,1, trichloroethylene / special araldite adhesives / redux
                  adhesives / paints, paint thinners & adhesives / fuel / fire
                  extinguishers / WD 40 / S.P. resin & hardener kits / petrol
                  tank repair kits / seat foam part A&B trichloroethylene.

         This is not a complete list. Shippers must consult the hazardous
         materials specialists well in advance for further information.

10.      CUSTOMS
         -------

GENERAL
-------

A.       The ultimate authority to export/import goods into any country is the
         responsibility of the individual inspector at each port. This authority
         may supersede the regulations and directives herein and may supersede
         any directive issued by the government as it pertains to the special
         status of an event. Therefore, it is necessary that all persons present
         themselves, their cargo and their documentation in an appropriate and
         orderly manner.
B.       Inappropriate items (any contraband, controlled substances, firearms,
         agricultural products, and food stuffs or alcoholic beverages) or any
         items in excess of the goods required for the event must not be
         transported across international borders.


                                     PAGE 7

<PAGE>   44
C.       FAILURE TO FOLLOW PROCEDURES, MAKING FALSE DECLARATIONS AND THE
         TRANSPORTATION OF INAPPROPRIATE ITEMS IS ILLEGAL. VIOLATORS ARE SUBJECT
         TO THE CONSEQUENCES PROVIDED FOR UNDER THE REGULATIONS, LAWS AND
         STATUTES OF THE JURISDICTIONS INVOLVED AND ARE SOLELY RESPONSIBLE FOR
         THOSE CONSEQUENCES. FURTHER VIOLATORS MAY BE SUBJECT TO PENALTIES UNDER
         THE CART RULE BOOK FOR ACTIONS DETRIMENTAL TO THE CORPORTION.
D.       All items are being shipped temporarily. Everything will be re-imported
         into the United States regardless of condition.
E.       ALL CONTAINERS MUST CONTAIN EXACTLY THE SAME CONTENTS ON THE RETURN
         FLIGHTS AS THEY DID ON THE departure.
F.       The shipper shall bear full and sole responsibility for the cost of
         delays, fines, duties or any other costs that may be caused by
         in-accurate paper work by the shipper. All shippers are hereby warned
         that their freight is liable to impoundment or confiscation, or may be
         liable for duties if their paperwork is inaccurate. The Promoter shall
         not be responsible for any such action in cases where the shipper
         provided inaccurate paperwork.

ENGINES
-------

Engines are an extremely sensitive issue with Customs in every country. All
engines must have their serial numbers stamped into the metal area of the block,
in an easily accessible and highly visible area. The Team or engine supplier
must attach a conspicuous tag with the serial number in the general area that
the serial number is stamped. This must be the case on both the in-bound and
out-bound flights.

DOCUMENTATION
-------------

A.       All documentation must be presented typed. CART and the Promoters have
         developed computer-based versions of all documentation required
         (INCLUDING THE U.S. CUSTOMS FORM 4455 IN ACROBAT PDF FORMAT). All
         shippers must use these versions of these documents. They are provided
         along with blank documents in this manual. Additional copies may be
         obtained from the CART logistics department. All final versions of the
         documents must be presented to CART at departure prior to export. These
         documents are to be presented in this order.

         1.   United States Customs Form 4455 (Appendix A)
         2.   Manifest (Appendix B)
         3.   Temporary export letter (Appendix C)
         4.   Commercial Invoice (Appendix D)
         5.   Special power of attorney (Appendix E)
         6.   Documentation supporting the original importation and payment of
              duty for each car that was not manufactured in the U.S. and a EPA
              Vehicle Exemption Certificate is required and must accompany each
              manifest.
         7.   Property Loss Notice (Appendix F)


                                     PAGE 8

<PAGE>   45
B.       Shippers must complete a U.S. customs Form 4455, Certificate of
         Registration, indicating each major item by serial number (chassis and
         engines), the number of other pieces being shipped and the total counts
         and value. (Examples are provided in Appendix A).
C.       Shippers must complete an itemized manifest. This manifest MUST be
         completed using the forms provided on the Document Disk. Microsoft
         Excel 4.0 for WIN 3.1/WIN 3.11 or MS Excel 7.0 for WIN 95 is required
         to run this form. This computerized version of the manifest has been
         developed by CART and the Promoters to provide uniform reporting to
         Customs and is easy to operate. The shipper is responsible for making
         sure that the manifest is accurate, that all the items in each box are
         there, and that all the items in each box are recorded on the manifest.
         (Examples are provided in Appendix B). ONE (1) ORIGINAL, SIX (6)
         PRINTED COPIES OF THE MANIFEST WITH THE COMPLETED DOCUMENTATION ON THE
         ORIGINAL DISKETTE PROVIDED BY CART.
D.       Shippers must provide ONE (1) ORIGINAL AND SIX (6) COPIES of a cover
         letter on company letterhead briefly outlining the reason for the
         temporary export, for each freight movement. The text for these
         documents is on the document disk. (Examples are provided in Appendix
         C) ONE (1) ORIGINAL, SIX (6) PRINTED COPIES OF THE MANIFEST WITH THE
         COMPLETED DOCUMENTATION ON THE ORIGINAL DISKETTE PROVIDED BY CART.

         A COMPLETED COPY OF THE FOLLOWING MUST BE PROVIDED ON THE DISKETTE
         PROVIDED BY CART:

         1.   UNITED STATES CUSTOMS FORM 4455 (APPENDIX A)
         2.   MANIFEST (APPENDIX B)
         3.   TEMPORARY EXPORT LETTER (APPENDIX C)
         4.   COMMERCIAL INVOICE (APPENDIX D)
         5.   SPECIAL POWER OF ATTORNEY (APPENDIX E)
         6.   DOCUMENTATION SUPPORTING THE ORIGINAL IMPORTATION AND PAYMENT OF
              DUTY FOR EACH CAR THAT WAS NOT MANUFACTURED IN THE U.S. AND A EPA
              VEHICLE EXEMPTION CERTIFICATE IS REQUIRED AND MUST ACCOMPANY EACH
              MANIFEST.
         7.   PROPERTY LOSS NOTICE (APPENDIX F)

         ALONG WITH YOUR DISKETTE, PLEASE PROVIDE TWO (2) PIECES OF BLANK
         COMPANY LETTERHEAD.

E.       Shippers must complete and execute the Special Power of Attorney to the
         Vice President of Logistics for CART. This must be executed by an
         officer of the corporation, witnessed and notarized. This document is
         provided on the document disk (Examples are provided in Appendix E)
         this document is required by Customs.


                                     PAGE 9

<PAGE>   46
11.      FACILITIES ACCESS
         -----------------

A.       Prior to the event during the load-up, airlift, cargo transfer and
         breakdown of equipment, and again after the event, airport facilities,
         pit lane and garage areas are considered restricted customs areas. All
         shippers must be aware that access will be strictly limited and that
         appropriate behavior is expected at all times. Shippers may not have
         access to their cargo at all times. Until the cargo has been released
         by customs in each jurisdiction, shippers should request access through
         the representatives of CART and the Promoters. Shippers must carry
         their CART credential for verification.
B.       During the cargo operation, access to cargo even when not under the
         control of customs will be limited.


12.      GIVEAWAYS, RESALE OR COMMERICAL GOODS.
         --------------------------------------

Shippers MAY NOT ship items for Giveaways, Resale or Commercial goods. Any
waiver from this requires special separate arrangements and must be arranged in
writing well in advance with the Promoter and CART.

13.      INSURANCE OF EQUIPMENT
         ----------------------

A.       The Promoter is responsible for providing insurance against loss or
         damage of the equipment owned by those shippers identified in clause 2
         of these regulations. This insurance covers the equipment at times when
         the equipment is under the care, custody and control of the Promoter.
         This commences at the point at which the equipment is accepted for
         shipment by the Promoter and ends at the time when the equipment is
         delivered to the event site. It recommences at the point where the
         equipment is accepted by the Promoter for shipment to the United States
         (usually at the garage) and ends when the equipment it returned to the
         shipper.
B.       The Promoter is only responsible for insuring equipment at the time of
         the main shipment. Equipment shipped by other means, at other times, is
         shipped at the shippers own risk, unless a prior arrangement is made in
         writing with the Promoter.
C.       All claims for damages must be made in writing to the Promoter within
         seven calendar days following the final shipment of the equipment to
         the United States. No further claims may be considered. A copy of the
         initial claim form is attached as (Appendix F). Shippers are advised to
         make claims at the earliest possible time. Initial claims forms may be
         faxed to the Promoters, or may be mailed, so long as they are
         postmarked within the seven-day limit.
D.       The shipper must be as specific as possible in claiming damages and
         pictures of claimed damage should be included.
E.       No claims may be made on items that have been impounded or delayed in
         shipment by the customs service of any country in cases where the delay
         is attributable to errors in the paperwork of the shipper.
F.       The Promoter will not accept either direct or consequential liability
         for damages for individual items presented for shipping that do not
         meet the size and weight


                                    PAGE 10

<PAGE>   47
         packaging limits specified above, or which do not meet the packaging
         standards set forth above.
G.       The Promoter is responsible for replacement costs only, and is not
         responsible for any consequential liability or damages to the shipper.
H.       There is a US$500 (five hundred dollar) deductible. No shipper may
         claim for any loss of damages under this limit. By using the freight
         movement, Shippers indicate that they expressly understand and accept
         this limitation.

14.      PAYMENT PROCEDURES
         ------------------

A.       Payment is due for all bills "net 30" of the billing date. Any claims
         for adjustments or corrections of bills must be made within those
         thirty days. Bills are considered "past due" thirty days after the
         billing date, unless claims for adjustments are made within the thirty
         days, the due date will then be adjusted to reflect thirty days from
         the resolution of the claim.
B.       Any amount considered past due would be forwarded to CART for
         assistance in resolution.
C.       The Promoter reserves the right to require a deposit in advance from
         any shipper who ran a past due balance the previous year. The deposit
         may be up to 100% of the past due balance of the previous year. The
         Promoter reserves the right to refuse shipment of any freight over the
         shippers allowance if the shipper refuses to provide the required
         deposit. The Promoter shall inform the shipper of any required deposit
         thirty (30) days prior to the initial shipment of the freight.

15.      WAIVERS
         -------

A.       All waivers to any part these regulations must be in writing and signed
         by the Promoter and CART prior to shipment.
B.       No verbal representations, by any party shall bind the Promoter, CART
         or the airline. This includes any verbal representation that may be
         made by the Promoter, their employees or employees of CART.


                                    PAGE 11
<PAGE>   48
                                  SCHEDULE "B"


                             INSURANCE REQUIREMENTS
                             ----------------------


In an effort to protect the interest of track owners, Organizers/Promoters,
sponsors, CART, its Members and participants, CART has established certain
minimum criteria for insurance coverage which must be in effect for all CART
Events.

The insurance requirements for CART events consist of the following areas of
insurance coverage:

         1.  Spectator Liability Insurance;
         2.  Participant Legal Liability Insurance; and
         3.  Participant Accident Insurance.

The minimum specifications and requirements for acceptable coverage are:

         $20,000,000 LIABILITY INSURANCE  (coverage must be primary)


1.  POLICY FORM
    -----------

The policy must be a Comprehensive General Liability form and may be either a
manuscript Automobile Racing policy or a Commercial General Liability policy
with endorsements that provide the amendments required to cover automobile
racing events.

Coverage provided must include, but shall not be limited to:

         A.       Spectator/Public Bodily Injury Liability.

         B.       Participant Legal Liability - that is, coverage for bodily
                  injury claims from "participants" and must include participant
                  to participant liability.

         C.       Property Damage Liability
                  1.       Including participants' property except when in
                           restricted areas.
                  2.       No more than a Fifty Dollar ($50.00) deductible.

         D.       Refreshments/Products Liability including Concession Hard
                  Goods and Host Liquor Liability.

         E.       Personal Injury Liability, including false arrest, detention,
                  imprisonment or malicious prosecution, libel and slander;
                  wrongful entry or eviction.

         F.       Mobile Equipment Liability.


<PAGE>   49
         G.       Primary Medical Malpractice Liability covering all medical
                  personnel - employed or volunteer.

         H.       Non-owned Aircraft Liability.

         I.       Off Premises Sign Liability.

         J.       Official Vehicle Physical Damage - Two Hundred Fifty ($250.00)
                  Dollar maximum deductible. An official vehicle is a vehicle on
                  the racetrack premises which is allowed access into
                  "restricted" areas. This includes but is not limited to an
                  ambulance, fire truck, tow truck, or pace car.

         K.       Contractual Liability.


2.  MINIMUM LIMITS OF COVERAGE
    --------------------------

CART reserves the right to change insurance limits as long as ninety (90) days
notice is given to Organizer/Promoter.

         A.       2001 Event - $20 million combined single limits per occurrence
                  for Bodily Injury and Property Damage with no aggregate limit.

         B.       2001 Event - $10 million minimum for Participant Legal
                  Liability. Subsequent Events subject to 50% of limits in place
                  in paragraph 2A.

         C.       2001 Event - $1 million Medical Malpractice Liability with $1
                  million aggregate per incident. Coverage to include Medical
                  Professionals. (See paragraph 1 [G]).


3.  NAMED INSUREDS
    --------------

Must include:

         A.       CART, Inc., and Championship Auto Racing Teams, Inc. and their
                  subsidiaries, officers, team owners, directors and employees;
                  Federal Express Corporation; other co-Series sponsors.

         B.       CART reserves the right to add, with written notification,
                  additional named insureds provided however, that such notice
                  be given no later than sixty (60) days prior to the Event.


                                       2

<PAGE>   50
4.  PERSONS INSURED
    ---------------

Must include:

         All participants, entrants, sponsors for this Competition, Event or the
         Series of which the Competition is a part, or of a Competition vehicle,
         and CART Members. The definition of participants must include drivers,
         mechanics, pitmen, officials of the race, and those assisting the
         officials, event staff, announcers, emergency and safety crews and
         security personnel and all other persons allowed access to restricted
         areas. Such definition also applies to CART and support series events.


5.  WAIVER AND RELEASE FROM LIABILITY
    ---------------------------------

The insurance policy must require the utilization of a system at all CART Events
which secures properly executed and signed "Waiver and Release from Liability"
forms from all participants. The procedure for obtaining such executed waivers
from CART participants shall be determined by CART.


6.  GENERAL SPECIFICATIONS
    ----------------------

         A.       The insurer must be admitted or approved to write insurance in
                  the state, province and country where the insured track is
                  located. The broker or agent must be licensed to transact
                  business in the state, province and country where the track is
                  located. It is Organizer/Promoter's responsibility to inform
                  all participants of all coverages and conditions available
                  throughout the Event.

         B.       The insurer must have a minimum of a "Best A rating", and the
                  name of the insurer must be supplied to CART for the purposes
                  of confirmation.

         C.       The insurer must formally agree to send duplicate notice of
                  cancellation to CART in the event of cancellation a minimum of
                  thirty (30) days in advance of the cancellation. The reason
                  for the cancellation must be included with this notification.
                  The insurer must also formally agree to immediately notify
                  CART of each instance of the insured's failure to remit proper
                  premium or other required payments.

         D.       The agent or broker must submit a narrative explanation of
                  systems, procedures and authority for adjusting and paying
                  claims.


7.  PROCEDURES FOR OBTAINING APPROVAL OF AND UTILIZING INSURANCE COVERAGE
    ---------------------------------------------------------------------

         A.       Any request or submission for approval of insurance coverage
                  not meeting the minimum specifications and requirements or
                  procedures will not be accepted.


                                       3

<PAGE>   51
         B.       To obtain approval for sources of insurance,
                  Organizer/Promoter or its insurance broker must submit a
                  certified true specimen copy of the proposed policy forms to
                  CART at least ninety (90) days prior to the first day of the
                  Event.

         C.       CART will notify the party submitting the request in writing
                  of the acceptance or rejection of insurance submissions within
                  fifteen (15) days of receipt of the submission. Only formal
                  written approval of the acceptance of insurance coverage by
                  CART shall be considered valid.

         D.       Upon acceptance, Organizer/Promoter must provide CART a
                  certified true copy of the actual policy of insurance issued
                  to track operators or Organizer/Promoter at the time of
                  issuance and no later than thirty (30) days prior to the first
                  day of the Event.

         E.       Should Organizer/Promoter fail to comply with the above
                  requirements, CART shall have the right to purchase the
                  insurance and obtain reimbursement from Organizer/Promoter.


8.   PARTICIPANT ACCIDENT INSURANCE FOR CART PARTICIPANTS
     ----------------------------------------------------

Organizer/Promoter shall reimburse CART for the cost of participant accident
disability, medical and life insurance which minimum coverages for 2000 are as
follows:

<TABLE>
<S>                                                                  <C>
         Accidental Death and Dismemberment                          $ 50,000.00
         Primary Accident Medical                                    $150,000.00
         Excess Major Medical        -      Champ Car drivers        $850,000
                                            All other participants   $350,000.00
         Weekly Disability (to 104 weeks)                            $    250.00
         Monthly Disability (to 48 months)                           $    300.00
</TABLE>


9.  PARTICIPANT ACCIDENT INSURANCE FOR NON-CART PARTICIPANTS
    --------------------------------------------------------

Organizer/Promoter shall provide participant accident insurance for all non-CART
participants at the Event with minimum limits of:

<TABLE>
<S>                                                                  <C>
         Accidental Death and Dismemberment                          $25,000.00
         Medical                                                     $50,000.00
         Weekly Indemnity (to 104 weeks)                             $   100.00
</TABLE>


                                       4
<PAGE>   52
                                  SCHEDULE "C"


                            UNIFIED CREDENTIAL SYSTEM
                            -------------------------
                         AND FACILITY ACCESS PROVISIONS
                         ------------------------------


CART SEASON CREDENTIALS (PLASTIC PICTURE IDENTIFICATION)
--------------------------------------------------------

Picture identification cards will be issued to CART participants as provided for
in this Agreement. Persons issued this credential may only use this credential
as expressly allowed for by the CART Rule Book, and only applies as to their
need or function. Any change in costs agreed to by the Promoters' Association
and CART will supersede the costs included in this Schedule "C".


A.  TEAMS
    -----

Each CART Owner Membership is entitled to a maximum of fifty (50) CART picture
I.D. license/credentials upon acceptance of application and payment of fees due
CART. Additional license/credentials may be purchased consistent with the
CART/Promoter Credential and Motorhome Policy, attached as Exhibit 1 to this
Schedule C. Revenues derived from such purchases less $25.00 per credential will
be divided equally among all CART Organizer/Promoters.

These license/credentials are to be issued to team members, i.e., owner, team
manager, chief mechanic, crew members, designated team and/or sponsor public
relations representative and any other associates the owner desires within the
allotted maximum number. This credential will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.


B.  DRIVERS
    -------

Each driver will be issued a permanent CART picture license/credential. An
additional picture license/credential will be issued to the driver's spouse or
companion. Both credentials will permit access to the facility and restricted
areas including the pit area at all times during any CART Event. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.


C.  OFFICIALS
    ---------

Each CART official will be issued a permanent CART picture I.D.
license/credential. This credential will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow


<PAGE>   53
only necessary and appropriate personnel access to the pit area thirty (30)
minutes prior to and during the CART race.


D.  SUPPLIERS AND AWARD PROVIDERS
    -----------------------------

A reasonable number of suppliers and award providers will be issued credentials
as determined by CART. cart shall provide the company name and role for each of
the individuals to whom credentials are being provided. These credentials will
permit access to the facility and restricted areas including the pit area at all
times during any CART Event. At specified Events, a limited number of special
credentials will be issued to allow only necessary and appropriate personnel
access to the pit area thirty (30) minutes prior to and during the CART race.

Each CART authorized supplier may request annual credentials for any number of
persons provided that these persons are bona fide members of the supplier's
support team needed at the track. Five (5) such credentials will be issued at no
charge. For each cart team supplied, one (1) additional credential will be
provided. All credentials issued over and above the allotted number will be
charged at a price of $500.00 per credential. Revenues derived from such
purchases less $10.00 per credential will be divided equally among all CART
Organizer/Promoters. CART has the right to review all requests and, if necessary
to ask for a clarification of the role to be performed by each person for whom a
credential is requested. If a supplier acquires a credential for a third party
under this system (i.e. for a person that is not a bona fide member of the
supplier's support team needed at the track), all credential privileges will be
revoked.

Each CART authorized award provider shall be entitled to a maximum of five (5)
credentials at no charge. Additional credentials may be purchased at a cost of
$100.00 each per season. Revenues derived from such purchases less $10.00 per
credential will be divided equally among all CART Organizer/Promoters.


E.  MEDIA
    -----

CART will issue a limited number of credentials to nationally and
internationally recognized journalists and photographers covering the majority
of Series Events on assignment for recognized media. They will clearly be marked
"MEDIA" and "MEDIA PHOTO" respectively. All media and photo credentials will
permit access to the facility and restricted areas including the pit area and
media center at all times during any CART Event. At specified Events, a limited
number of special credentials will be issued to allow only necessary and
appropriate personnel access to the pit area thirty (30) minutes prior to and
during the CART race.


F.  TELEVISION PRODUCTION
    ---------------------

Television talent, key production staff and season-long television production
crew members are credentialed and marked "Network TV". All "Network TV"
credentials will permit free and unrestricted access to the facility and all
associated areas including the pit area and media center at all times during


                                       2

<PAGE>   54
any CART event. Individuals accredited by this CART Season Credential marked
"Network TV" should receive access to the same areas as any Event credential
issued by CART or the promoter to the television production crews. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.


G.  SPONSORS
    --------

A reasonable number of CART sponsors will be issued credentials as determined by
CART. cart shall provide the name, company name and role for each of the
individuals to whom credentials are being provided. These credentials will
permit access to the facility and restricted areas including the pit area at all
times during any CART Event. At specified Events, a limited number of special
credentials will be issued to allow only necessary and appropriate personnel
access to the pit area thirty (30) minutes prior to and during the CART race.

Each CART sponsor shall be entitled to a maximum of five (5) credentials at no
charge. Additional credentials may be purchased at a cost of $500.00 each per
season. Revenues derived from such purchase less $50.00 per credential will be
divided equally among all CART Organizer/Promoters.


EVENT CREDENTIALS (PROVIDED BY THE ORGANIZER/PROMOTER)
------------------------------------------------------

A.  ISSUED BY CART:
    ---------------

         1.  ASSISTANTS
             ----------

         Organizer/Promoter shall make Event credentials available to CART for
         those persons assisting CART Officials. These credentials shall be the
         same type of credentials as those issued by Organizer/Promoter to
         others assisting in the production of the Event and will permit access
         to the facility and restricted areas including the pit areas at all
         times during any CART Event. At specified events, a limited number of
         special credentials will be issued to allow only necessary and
         appropriate personnel access to the pit area thirty (30) minutes prior
         to and during the CART race.

         2.  SPONSORS
             --------

         For each Owner Membership accepted by CART the entrant may be entitled
         to a maximum of twenty (20) credentials per accepted membership for
         team sponsors. These credentials will permit access to the facility and
         restricted areas during CART activities. Access to the pit area will be
         terminated thirty (30) minutes prior to the start of and during the
         CART race. Each credential purchased hereunder shall apply to all CART
         sanctioned events during the season and shall be purchased at a cost of
         $50.00 for each circuit on the schedule. Revenues derived from such
         purchases will be divided equally among all CART Organizer/Promoters.


                                       3

<PAGE>   55
         3.  ADDITIONAL CREDENTIALS, PASSES, TICKETS AND PARKING
             ---------------------------------------------------

         Organizer/Promoter will provide CART with additional credentials,
         passes, tickets and parking to be utilized as stated below for
         distribution at the discretion of CART.

         (a)  CREDENTIALS AND PASSES

         General - Up to three Hundred (300) credentials for distribution by
         CART; Access to the pit area will be terminated thirty (30) minutes
         prior to the start of and during the CART race; cart shall provide
         Organizer/Promoter with a detailed list of credential recipients within
         14 days following the Event.


         Drivers - Four (4) credentials to each participating CART driver;

         Broadcast Partners (U.S. and International Television and CART Radio) -
         Organizer/Promoter will provide all broadcast partners with
         specifically designated all access "Network TV" credentials, which
         accord production personnel free and unrestricted access to the site of
         the event and associated areas otherwise restricted to the general
         public. These areas are to include the media center, pit lane, paddock,
         television compound, camera locations, announce booths, hospitality
         areas, and trackside access for the sole purpose of producing
         television coverage of the Event. This "Network TV" credential should
         be restricted for distribution to and use by authorized workers only
         under the direction of CART. At specified Events, a limited number of
         special credentials will be issued to allow only necessary and
         appropriate personnel access to the pit area thirty (30) minutes prior
         to and during the CART race.

         (b)  TICKETS

         General - Seventy-Five (75) tickets (deluxe grand stand seating) for
         use by CART ; any tickets over the seventy-five (75) shall be purchased
         by CART at face value. Tickets shall be provided thirty (30) days prior
         to race day.

         Television Network -


         (c)  PARKING

         U. S. Television Network - Parking passes shall be provided by
         Organizer/Promoter up to a total of (64) sixty-four; Forty (40) should
         allow parking adjacent or as close as possible to television compound,
         with another twenty (20) providing convenient access to overflow
         parking; Four (4) service vehicle passes shall also be provided to
         allow delivery and servicing of equipment to all areas of Event. CART
         to coordinate; notwithstanding the foregoing requirements of general
         application, the parties acknowledge Organizer/Promoter's space
         limitations, and such requirements shall be subject to mutual agreement
         between Organizer/Promoter and CART for these Events.


                                       4

<PAGE>   56
         International Television Networks - Parking passes shall be provided by
         Organizer/Promoter up to a total of (17) for ESPN International. Ten
         (10) should allow parking adjacent or as close as possible to the
         television compound with another five (5) providing convenient access
         to overflow parking. Two (2) "service" vehicle passes shall also be
         provided to allow delivery and servicing of equipment to all areas of
         event. Additionally, four (4) parking passes shall be provided for each
         other attending international network (excluding ESPN International),
         preferably located as conveniently as possible to the television
         compound. CART to coordinate.

         CART Radio Network - Parking passes shall be provided by
         Organizer/Promoter up to a total of (4) four, including three (3)
         preferably in a location as close as possible to the radio announce
         booth, and one (1) "service" vehicle pass to allow for delivery or
         servicing of equipment to all areas of event. CART to coordinate;

         Media - At least fifty (50) parking spaces shall be provided by
         Organizer/Promoter for media personnel credentialed by CART in the
         vicinity of the media center, with convenient overflow parking.

         Competitor Hospitality Space - Each entrant (i.e., each separately
         entered car/driver combination) shall be afforded, at a discounted
         price, an area for hospitality and shall be provided a discounted
         hospitality package.

         Owners/Drivers/Team Affiliates/CART Officials & Staff -
         Organizer/Promoter will designate a parking area which will accommodate
         owners, drivers, team affiliates and CART officials and staff. Such
         area will be located in close proximity to the paddock and/or garage
         area. CART owners and drivers will have access to park in the paddock
         or motor coach areas. The number of passes required will be mutually
         agreed upon by Organizer/Promoter and CART's Registration Manager.

         Suppliers and Manufacturers - Organizer/Promoter will provide parking
         and work areas in the paddock for suppliers and manufacturers that
         provide entrants with products and services.


B.  ISSUED BY PROMOTER:
    -------------------

         1.  RACE PIT CREDENTIALS
             --------------------

         This Event credential, provided by Organizer/Promoter for issue by the
         Organizer/Promoter and CART allows the bearer access to the facility,
         paddock/garage and the pit area at any time during a weekend racing
         Event. At specified Events, a limited number of special credentials
         will be issued to allow only necessary and appropriate personnel access
         to the pit area thirty (30) minutes prior to and during the CART race.
         Persons with this credential must remain behind the pit wall during on
         track activity. The dress code will be in effect during races with
         scheduled pit stops.


                                       5

<PAGE>   57
         2.  PRACTICE & QUALIFYING CREDENTIALS
             ---------------------------------

         This Event credential, provided by Organizer/Promoter for issue by
         Organizer/Promoter and CART allows the bearer access to the pit area
         during all on track activity except races when scheduled pit stops are
         a part of the race. Persons with this credential must remain behind the
         pit wall during on track activity. The bearer must leave the pit lane
         thirty (30) minutes prior to the start of a race with scheduled pit
         stops.

         3.  REDEEMABLE CREDENTIAL
             ---------------------

         This credential provides the bearer general admission and
         paddock/garage area access, but does not allow admission into other
         restricted areas. To gain access to the pit area, the bearer must
         present the credential for validation or reissue and sign the proper
         waiver at a redemption center. The redemption center will be operated
         by CART or Organizer/Promoter and will be located in the infield,
         paddock or other area mutually agreed upon by CART and
         Organizer/Promoter. The purpose of this credential is to allow
         distribution of credentials to V.I.P.'s that would be issued a pit
         access credential prior to the Event. This system will ensure easy
         access to the facility and not allow pit access until the proper waiver
         is signed.

         4.  OTHER ACCESS IDENTIFIERS
             ------------------------

         There are other access identifiers that are used in conjunction with
         the above three credentials to allow access into specific restricted
         areas (trackside access, media center access, etc.) that are provided
         by Organizer/Promoter for issue by Organizer/Promoter and CART.
         Organizer/Promoter agrees to provide a list to CART, two (2) weeks in
         advance of the Event, of all local and regional TV broadcasters
         accredited by Organizer/Promoter, for the Media Center area.


C. All credentials shall be plainly marked "RACE PIT" or "PRACTICE & QUALIFYING
PIT", "MEDIA", "MEDIA PHOTO", etc. Terms such as "HOT PITS" or "COLD PITS" are
not acceptable.

RULES
-----

         1.       Credentials are not transferable.

         2.       Persons in restricted areas may not enter team areas unless
                  invited, must obey the instructions given by CART officials
                  and security personnel in regards to their safety and well
                  being and may not interfere in any way with the activities of
                  CART participants or the Event. All credentialed persons are
                  bound by the rules set forth in the CART Rule Book which
                  pertain to conduct and safety.


                                       6

<PAGE>   58
         3.       Persons not properly attired must leave the pit area thirty
                  (30) minutes prior to the scheduled start of the race. Proper
                  attire is defined as including the following tenets:

                           A.       Shorts are not permitted.
                           B.       Shirts fully covering the shoulders must be
                                    worn at all times.
                           C.       Open-toe shoes are not permitted.

         4.       Minors, i.e., persons under the age of eighteen (18) or the
                  legal age of majority in the applicable jurisdiction if
                  greater than the age of eighteen (18), are not permitted in
                  the pit area at any time.


IMPLEMENTATION
--------------

         1.       All security guards, gate guards, pit workers, registrars and
                  staff members with activities that may be affected by this
                  policy, will be notified of this policy.

         2.       All CART Owners, Drivers, Team Managers, Chief Mechanics and
                  corporate Sponsors will be notified of this policy.


                                       7

<PAGE>   59
                                    EXHIBIT 1



A.       CREDENTIALS

<TABLE>
<CAPTION>
-------------------------------  ---------------  --------------  --------------
Number of Credentials            2000             2001            2002
per Entry
-------------------------------  ---------------  --------------  --------------
<S>                              <C>              <C>             <C>

-------------------------------  ---------------  --------------  --------------
                          0-50   Entitlement      Entitlement     Entitlement
-------------------------------  ---------------  --------------  --------------
                         51-80   $375.00          $395.00         $415.00
-------------------------------  ---------------  --------------  --------------
                        81-100   $600.00          $630.00         $660.00
-------------------------------  ---------------  --------------  --------------
                       101-130   $1,000.00        $1,050.00       $1,100.00
-------------------------------  ---------------  --------------  --------------

-------------------------------  ---------------  --------------  --------------
Pre-Paids                        $50.00           $50.00          $55.00
-------------------------------  ---------------  --------------  --------------
</TABLE>


                                       8
<PAGE>   60
                                  SCHEDULE "D"


                    CO-SERIES SPONSOR AND OFFICIAL PACE CARS
                    ----------------------------------------


PACE CARS
---------

The pace cars provided by CART or its designee will serve as the Official Pace
Cars at all CART Events sanctioned by CART and shall be the only pace cars
referred to as "Official Pace Cars" in any advertising, publicity, or promotion
of a CART Event by the Organizer/Promoter. Track announcers shall identify such
pace cars during the parade laps and continue to identify the starting pace car
when it starts the race and when it is on the track during caution flag periods.


TICKETS AND CREDENTIALS
-----------------------

Organizer/Promoter shall provide choice seating locations for CART's Official
Pace Car provider and/or other designated co-Series sponsor when it makes ticket
purchases for its customers at the same rates, including discounts, provided any
other corporation or group. Also, Organizer/Promoter shall provide CART's
Official Pace Car provider and/or other designated co-Series sponsor with a
reasonable number of pit passes and parking stickers at no cost.


PROGRAM
-------

Organizer/Promoter shall provide CART's Official Pace Car provider and/or other
designated co-Series sponsor with one (1) full-page, full color ad, for which
color separations shall be provided to Organizer/Promoter, and one (1) full-page
of editorial in the Event program at no cost.


NEWS RELEASES
-------------

CART's Official Pace Car provider and/or other designated co-Series sponsor
shall be identified in all news releases and publicity issued by
Organizer/Promoter.


DISPLAY IN WORK AREA
--------------------

Organizer/Promoter and cart shall mutually agree upon an area for the display
and maintenance of the Official Pace Car fleet to be provided by
Organizer/Promoter.


PACE CAR ON TRACK ACTIVITIES
----------------------------

The Event schedule will include time for pace car on track activities. The
scheduling (placement and allotted time) of these activities will be consistent
with Paragraph 29 of the Organizer/Promoter Agreement and SCHEDULE E.


<PAGE>   61
OFFICIAL CARS
-------------

In the event that Organizer/Promoter is able to obtain an official car from a
national automobile manufacturer and/or its local auto dealer, the parties agree
to designate that car as the Official Car of the Event and Organizer/Promoter
shall obtain any revenue derived as a result of the participation of the
national automobile manufacturer and/or its local dealer as a sponsor. In the
event that the national automobile manufacturer from which Organizer/Promoter
obtains a car is a manufacturer of a participating pace car (whether such car is
obtained by the Organizer/Promoter directly from the manufacturer or from a
local dealer), CART agrees that such official car, if represented in the
Official Pace Car fleet, or if not so represented, such other model produced by
said manufacturer which is represented in the Official Pace Car fleet as may be
selected by such manufacturer shall be designated by CART as the Official Pace
Car of such Event.


                                       2
<PAGE>   62
                                  SCHEDULE "E"


                                EVENT ACTIVITIES
                                ----------------


CART ACTIVITIES
---------------

         The appropriate (road course, oval or 500 mile) standard CART schedule
         will be in effect at all Events, including the "time certain"
         requirements as implemented by CART.


RACE SCHEDULE FORMAT
--------------------

         Schedules will be time certain. All sessions will start and end
         (excluding Champ Car qualifying sessions(s)) according to the official
         CART published schedule for the Event.


OFFICIAL SUPPORT SERIES AND PACE CAR ACTIVITIES
-----------------------------------------------

         CART shall have the right to schedule, at any time during the Event,
         including race day, its support series events as part of the overall
         CART activities. Standardized schedules similar to the CART standard
         format schedules will be developed for Official Pace Car on track
         activities, and CART's support series, if any.


OTHER SUPPORT RACE ACTIVITIES
-----------------------------

         Any additional motor racing events must be approved by the CART Vice
         President, Competition, such approval not to be unreasonably witheld
         These activities will be scheduled in a manner which will minimize any
         interference with any scheduled CART, CART support series and Official
         Pace Car on track activities. Support activities should be selected to
         provide an appropriate complement to CART activities and must be a
         balanced program and offer good entertainment value to the fans. A one
         half-hour break between scheduled competition activities is
         recommended. All on track support activities should be sanctioned by a
         recognized FIA affiliate. If it is available, a formal sanction
         agreement executed between the sanctioning body and the event organizer
         will be on file with CART. This agreement must verify the performance
         and obligations of the sanctioning body and the event organizer and
         must not infer any organizational or operational responsibility to
         CART. These activities must be held in compliance with the sanctioning
         body's rules. The participant accident and liability insurance limits
         and carrier must be acceptable to CART. In addition, celebrity events
         must comply with the following:

         1.       All drivers must have successfully completed both classroom
                  and on track instruction.

         2.       Race cars must meet the safety requirements prescribed by the
                  sanctioning body of record and as a minimum must be equipped
                  as follows:


<PAGE>   63
                  a)       A seat that provides proper driver support in case of
                           impact.
                  b)       A five (5) point competition seat belt and harness.
                  c)       Rollover protection:
                           -        roll cage for closed-wheel production-type
                                    or -based vehicles;
                           -        roll hoop for sports race and open-wheel
                                    race cars.

                  d)       The electrical system must include an accessible
                           master switch and an impact/rollover switch. Both of
                           these devices must interrupt the current to all
                           onboard circuits.

         3.       Historic and vintage car practice, qualifying, race or
                  exhibition activities will not be scheduled as part of this
                  Event. CART reserves the right to organize and sanction
                  Historic Championship Car "Parade" activities.

         4.       Only one race competition per CART sanctioned event weekend
                  will be scheduled for any support race category.

         5.       Commitments to live television coverage for support activities
                  will not be allowed, as such activities will be interrupted by
                  any delay in the schedule.

         6.       The television production company for the Event is limited to
                  the production of four (4) races on any given Event weekend,
                  including all CART sanctioned races.


ENTERTAINMENT ACTIVITIES
------------------------

         Parades, exhibitions, stunts and other entertainment activities must be
         scheduled in a manner which will not interfere with any racing
         activity. CART does not accept any organizational or operational
         responsibility for these activities. These activities must be held in
         compliance with any applicable local, state or federal guidelines or
         regulations. Event liability insurance must be in place to cover these
         activities.


                                       2
<PAGE>   64
                                  SCHEDULE "F"


                         POST RACE PROCEDURES/ACTIVITIES
                         -------------------------------


The following post-race Victory Circle procedures are to be followed by all
drivers, teams, sponsors, promoters, track and security personnel, P.R.
representatives and the media. Procedures may vary at individual tracks by prior
arrangement between Organizer/Promoter and CART. In the event of such change,
notification will be made in the Drivers Meeting and in the Press Room.

The objectives of these procedures are to develop a uniform handling of the
Victory Circle procedure in order to provide for a safe conclusion to the Event,
protect the integrity of the live television coverage of the Event, and to
present the winning drivers to the fans and the media in a organized fashion
that showcases the sport, and the sponsors who support it, in the most positive
way possible.

These procedures are meant to provide a guideline for the ideal handling of the
conclusion of the Event. Some of these procedures or the order of them may be
modified to take advantage of the physical properties of the Competition. It is
not meant in any way to deter the spontaneity or enthusiasm associated with
winning the race.


VICTORY CIRCLE PROCEDURES
-------------------------

1.       The Victory Lane or Winner's Circle podium and backdrop shall be
         constructed to meet all specifications contained in CART's agreement
         with its Series title sponsor and shall be subject to the approval of
         cart, the Organizer/Promoter, and its Series sponsor. A photograph or
         sketch of the podium shall be provided to CART at least four (4) weeks
         prior to the Event; CART shall respond within three (3) days. The
         backdrop may not be covered over. Its appearance or function may not be
         changed without permission of CART.

2.       Security sets temporary fencing across from the track at designated
         location near the finish line and along the side or sides of the track
         to form a "U" shape into which the cars will drive. Security will
         coordinate with the Assistant Technical Director. All personnel are
         reminded of the CART Rule Book which prohibits the crossing of the
         track and pit areas during any Competition.

3.       Accredited photographers move behind security on up track side to await
         the top three (3) cars.

4.       The top three (3) cars stop perpendicular to security line side by
         side. Or, alternately, winning car pulls into permanent track Victory
         Circle where available.

5.       Security sets temporary fencing across track behind top three (3) cars,
         totally surrounding the cars, however, establishing two (2) entry
         points on opposite ends of the Victory Circle for access. The following
         personnel will be admitted, with appropriate accreditation: CART
         officials, Broadcast Partners, owners/teams, driver's immediate family,
         key sponsor executives, senior track and security, limited other
         personnel as determined by cart and the Organizer/Promoter. One of the
         two (2) entry points should be designated for the exclusive use of the
         drivers, owners/teams and CART officials.


<PAGE>   65
6.       CART Promotions Coordinator gives appropriate tire manufacturer hat to
         winner for television interviews. Television interviews will be
         conducted in the following order with priority given to live shows over
         tape:

         A.       Host TV broadcaster
         B.       Foreign TV broadcaster
         C.       Network radio-if live
         D.       Local radio-if live
         E.       CART Productions

         Note that with three (3) drivers available, some interviews may occur
         simultaneously. Live television will have preference of interviewing
         drivers one, two and three without wait. All other driver interviews
         may be conducted following trophy presentation.

         Teams, P.R. representatives, sponsors and others should respect the
         integrity of the television broadcast and act appropriately. All three
         (3) drivers should be respected. No unauthorized hats, products, signs,
         etc. may be thrust in front of Television cameras. No hats may be
         exchanged during televisions interviews or in front of the camera.

7.       Title Sponsor Victory Podium Truck, if applicable, moves into position
         during interviews.

8.       After all television/radio interviews, top three (3) drivers proceed to
         Victory Podium. Security will provide escort for drivers. In the event
         Television is still live, security will expedite same.

9.       Drivers will be presented and interviewed by the track announcer on
         stage in the following order: 3-2-1.

10.      Organizer/Promoter may designate and present additional awards as
         agreed by CART. Such agreement will not be unreasonably withheld. Any
         additional award presentation must follow the Event trophy presentation
         to the three (3) drivers and winning team owners.

11.      Trophies are presented by executive presenters designated by
         Organizer/Promoter. Event title sponsor hats are worn. Beauty queens
         should not be on stage unless stated in pre-existing agreements with
         title sponsor, or otherwise in accordance with the promotional model
         program as agreed upon by CART and the Organizers/Promoters.

12.      Winning owner(s) are present on podium for presentation of Trophy.

13.      First round of photography. Executive presenters and/or owner(s) leave
         platform.


                                       2

<PAGE>   66
14.      CART Promotions Coordinator effectuates changes of driver's hats for
         still photography session(s). This sequence will not appear on
         television. Hats will be accommodated in the following order:

         A.       Series Title Sponsor(s)
         B.       Team Sponsor(s)
         C.       Limited number of additional sponsor(s) only by prior
                  agreement-time permitting

15.      Organizer/Promoter retains the right to provide champagne which will
         not be sprayed until all photo sessions are concluded.


VICTORY LAP
-----------

Drivers should be showcased to the fans. CART News Managers may accompany
drivers if sufficient space is available.

Upon completion of Victory Lap drivers proceed to Press Room for interviews.
Security will provide proper escort.

The Victory Lap is optional at the discretion of Organizer/Promoter.


                                       3
<PAGE>   67
                                  SCHEDULE "G"

                 FEDEX SERIES MARKETING AND SPONSORSHIP PROGRAM
                 ----------------------------------------------

Pursuant to paragraph 29B of the Agreement, Organizer/Promoter shall provide at
its expense except as otherwise specifically provided the following additional
entitlements for the CART Series title sponsor Federal Express Corporation.

FEDEX SERIES MARKETING PROGRAM
------------------------------

Organizer/Promoter shall provide FedEx the following Series marketing
entitlements, at no cost to CART or FedEx, except as otherwise stated:

A.       Exclusivity in the "shipping" category, subject to Schedule H,
         including, but not limited to (i) on- site visibility; (ii) on-site
         sampling activities; and (iii) provider of routine delivery services;

B.       The right to brand the program in any mutually determined manner within
         the defined category;

C.       Twenty Thousand ($20,000.00) Dollars hospitality credit to be applied
         toward site/facility rental, food and beverage;

D.       Right to use the term "Associate Sponsor" of each Event; and the rights
         that are assigned to an Associate Sponsor;

E.       Inclusion in the Event press kit;

F.       One (1) full page, four-color advertisement in the Event souvenir
         program, with content determined by FedEx;

G.       One (1) page of editorial in the Event souvenir program, with content
         determined by FedEx;

H.       Ten (10) public address announcements over race weekend, with content
         determined by FedEx but subject to approval by CART, which approval
         shall not be unreasonably withheld;

I        One hundred fifty (150) grandstand/admission tickets, and a discounted
         ticket pricing program for purchase of additional Event tickets for
         FedEx employees;

J.       One hundred fifty (150) paddock access credentials;

K.       One (1) billboard visible to television exposure in addition to the
         Event signage rights accorded FedEx as the Series title sponsor as
         provided below;

L.       One 40' x 40' Expo/Sampling display space in the manufacturing midway;

M.       Right to use Event logo for promotional purposes;

N.       Competition trophies to be delivered to Victory Circle via FedEx truck;


<PAGE>   68
O.       One FedEx revenue operation (kiosk) located in CART paddock area for
         delivery service;

P.       Space for a FedEx cut-away truck display; and

Q.       Series Logo or FedEx logo painted on grass or wall surface visible to
         television exposure, during the Event.

In consideration of the forgoing Series marketing entitlements provided by
Organizer/Promoter, cart agrees to pay Organizer/Promoter a total amount
equivalent to One Hundred Thousand ($100,000.00) Dollars for the 2001 Event,
with such amount increased to One Hundred Fifty Thousand ($150,000.00) Dollars
for the 2002 Event and thereafter increased by 2.5% annually through the 2006
Event in accordance with Paragraph 29B of this Agreement, which amount shall be
deducted from the final payment of the Organization and Rights Fee for such
Event.

FEDEX SERIES TITLE SPONSORSHIP RIGHTS
-------------------------------------

Organizer/Promoter shall provide FedEx the following Series title sponsorship
rights at no cost to CART or FedEx, except as otherwise stated:

A.       One (1) location for a painted sign highly visible to the principal
         grandstands and to television cameras covering the race. FedEx will
         assume responsibility and cost for painting the sign.

B.       Preferential treatment in placement of temporary banners, signs, and
         flags at each track for CART Events only. Where there is a tower, or
         two towers, FedEx's banner shall be placed in a center location,
         separate and apart from all other signs and banners. FedEx shall
         receive at no charge at least two (2) choice locations at each track.
         Additional placement of FedEx signs and banners will be in such
         locations as may be determined by discussions between
         Organizer/Promoter and representatives of FedEx.

C.       Series Logo or FedEx logo featured in all Event promotional activities,
         including news releases, posters, marketing brochures, souvenir
         programs, newspaper inserts, and all tickets;

D.       Series Logo or FedEx logo prominently featured on the backdrop of all
         Victory Circle celebrations and media area backdrops; and

E.       Right to hang one (1) banner on the Timing and Scoring tower (at tracks
         that have such a tower).

GENERAL
-------

A.       Where applicable, FedEx shall supply in a timely manner, the necessary
         promotional material, color separations, body copy, hospitality
         requirements, and any other information required to accommodate such
         marketing and sponsorship entitlements.

B.       All production costs associated with the aforesaid entitlements shall
         be the responsibility of FedEx.


                                       2
<PAGE>   69
                                  SCHEDULE "H"

               CARGO, TRAVEL ARRANGEMENTS AND OTHER ACCOMMODATIONS
               ---------------------------------------------------

DEFINITIONS
-----------

         "ENGLISH CUSTOMS SERVICE" means the applicable governmental body in
         United Kingdom United Kingdom purporting to exercise jurisdiction to
         tax in respect of the importation of goods into United Kingdom.

         "EXHIBITIONS CONVENTION" means the "Customs Convention concerning
         facilities for the importation of goods for display or use at
         exhibitions, fairs, meetings or similar events" done at Brussels on 8
         June, 1961 as amended, supplemented or superseded from time to time
         including any convention in substitution thereof; also referred to as
         "special event" status;

         "EQUIPMENT" means the race cars and related accessories, parts, tires,
         tools, machinery, supplies and all items reasonably necessary for
         temporary use in United Kingdom by CART or any Team to enable CART to
         satisfy its obligations under this Agreement in respect of the Event;

         "FACILITY" means the area within which the Event is to be staged.

         "TEAM" means a CART entrant duly registered with CART and, where the
         context so permits or requires, includes its owners, drivers,
         officials, sponsors, mechanics and other crew members and personnel.

         "TEMPORARY ADMISSION" has the meaning ascribed to that term in the
         Exhibitions Convention.


AIR TRANSPORTATION
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1.       Obligations of Organizer/Promoter:

         A.       Organizer/Promoter shall for each Event provide to CART's
                  reasonable satisfaction the round trip air transportation from
                  the United States of America for the Equipment for a maximum
                  of thirty (30) Teams to participate in the Event. Such travel
                  shall be in accordance with the Regulations for International
                  Air Freight Movement for cart Championship Races, as amended
                  from time to time, which is attached to this Schedule as
                  Exhibit 1 and incorporated by reference.


         B.       Organizer/Promoter shall provide to CART's reasonable
                  satisfaction round trip air transportation from the United
                  States of America to United Kingdom for reasonably necessary
                  Team members and CART officials. Each entrant shall be
                  entitled to a maximum number of fifteen (15) coach class round
                  trip tickets. In addition, each full season entrant shall
                  receive two (2) first class round trip tickets


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                  and three (3) business class round trip tickets. CART will be
                  entitled to a maximum of eighty (80) coach class round trip
                  tickets and up to twenty (20) additional coach class round
                  trip tickets for Event officials, and one (1) first class and
                  twenty (20) business class round trip tickets, or such other
                  allocations as the parties may agree.

         C.       Organizer/Promoter shall be responsible for all transportation
                  while in United Kingdom for Equipment, all Team members and
                  CART officials relating to the Event, including but not
                  limited to travel to and from the airport, the hotel(s), the
                  track, etc.

         D.       The place of embarkation and disembarkation in the United
                  States for the Team members and CART officials shall be New
                  York or Chicago. The place(s) of embarkation and
                  disembarkation in the United States for the Equipment shall be
                  Indianapolis Such air transportation for freight and passenger
                  travel shall be arranged by CART in its sole discretion, at
                  Organizer/Promoter's expense.

         E.       The planes used for transportation of Equipment shall be for
                  the exclusive use by CART and its Teams Series suppliers,
                  Official Sponsors and other participants (as mutually agreed
                  between Organizer/Promoter and CART) may be provided with
                  freight cargo space, if such space is available.
                  Organizer/Promoter recognizes that so long as Federal Express
                  shall be the title sponsor of the Series, they shall be the
                  preferred provider of air and ground cargo transportation, so
                  long as their services are provided on a competitive basis.
                  Furthermore, Federal Express shall be provided a reasonable
                  opportunity to match any competitive qualifying written bid.

         F.       Organizer/Promoter shall pay, when due, or secure the payment,
                  by means of a bond or other undertaking which shall be at
                  Organizer/Promoter's expense, of any customs duties, import or
                  export duties and sales or use tax or any other governmental
                  fee(s) which at any time are imposed, assessed, levied or
                  charged on or upon Organizer/ Promoter or CART or any Team by
                  the English Customs Service (or other agency) or the U.S.
                  Customs Service in respect of the Equipment for the Event
                  specified in the inventories referred to in Paragraph 2A below
                  and shall provide to CART within forty-five (45) days of the
                  conclusion of the Event a copy of the notice of assessment of
                  duties or taxes issued by the English Customs Service (or
                  other agency) or the U.S. Customs Service in respect thereof.

         G.       Organizer/Promoter shall notify and keep the CART Vice
                  President, Logistics informed on a reasonably current basis,
                  as may be specified by CART, of the air transportation
                  arrangements in respect to this Agreement, including, where
                  appropriate, adequate assurances. The parties shall
                  communicate and cooperate so as to minimize the overall
                  expenses involved.


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<PAGE>   71
         H.       Organizer/Promoter shall be responsible at its expense for
                  providing insurance coverage for all Equipment and cargo to an
                  adequate (replacement) value to be mutually agreed between the
                  parties, from the point of packaging and lodging in the United
                  States of America, until same is returned in the United States
                  of America to the respective owners. Ultimate responsibility
                  and the risk of loss in the safe transport of the cargo and
                  Equipment to and from United Kingdom remains under all
                  circumstances with Organizer/Promoter and Organizer/Promoter
                  agrees to indemnify and hold harmless CART, its teams and
                  suppliers against any and all loss resulting from such
                  transportation.


2.       Obligations of CART:

         A.       CART shall for each Event give Organizer/Promoter written
                  detailed preliminary inventories of all the Equipment and
                  written notice of the program, dates and other relevant
                  details of the importation of the Equipment at least 45 days
                  prior to the scheduled date of their exportation from the
                  United States of America; if necessary such inventories shall
                  be updated and finalized (but not substantially changed
                  without Organizer/ Promoter's approval), by CART and given to
                  Organizer/Promoter at least seven (7) days prior to the
                  scheduled date of the exportation from the United States of
                  America.

         B.       CART shall use its best efforts to ensure that all information
                  to be supplied by CART or any Team or supplier under Paragraph
                  2A above is true, complete and accurate and does not contain
                  any misleading statements or omissions.

         C.       CART shall fully and promptly comply and shall cause each Team
                  or supplier and their respective officers, officials,
                  employees and agents to fully and promptly comply with all
                  directions of the English Customs Service, the U.S. Customs
                  Service, their officers and agents, and Organizer/Promoter and
                  its officers, employees and agents with respect to the
                  importation into United Kingdom, exportation from United
                  Kingdom, exportation from the United States of America, and
                  transportation, storage and holding in United Kingdom of the
                  Equipment.

         D.       CART shall be responsible for and ensure that all the
                  Equipment is either exported from United Kingdom by CART and
                  the Teams and suppliers, abandoned free of all expense to
                  United Kingdom or destroyed or expended under the official
                  supervision or the satisfaction of the English Customs Service
                  following the conclusion of each Event within the time limited
                  for same by Organizer/Promoter or the English Customs Service.

         E.       CART shall fully reimburse Organizer/Promoter on demand the
                  total of all customs duties, import duties and sales tax
                  imposed, assessed, levied or charged by the English Customs
                  Service in respect of the Equipment if Organizer/Promoter's
                  obligations under Paragraph 1F above arises as a result of
                  CART's failure to comply with the preceding Paragraph 2D.


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3.       Additional travel provisions are included in Exhibit 1 to this
         Schedule. In the event that two Competitions are held in Europe on a
         back-to-back basis, each entrant shall be allotted 1750 pounds over the
         normal freight allowance in place at the time of the Event, and the
         Organizers/Promoters of the Events shall work together in good faith to
         determine an allocation of travel expenses and liabilities between
         themselves; provided, however, under no circumstances shall
         Organizer/Promoter be obligated to incur liability for travel expenses
         in excess of those that would be incurred hereunder were there no other
         Competitions, unless Organizer/Promoter obtains an indemnity agreement
         from a party satisfactory to Organizer/Promoter, or Organizer/Promoter
         is secured by a letter of credit or another credit arrangement
         satisfactory to Organizer/Promoter.

ACCOMMODATIONS
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         Organizer/Promoter shall provide to CART's reasonable satisfaction
         accommodations for reasonably necessary Team members and CART officials
         up to a maximum of two (2) first class rooms (suites or equivalent) per
         entrant; up to four (4) single occupancy rooms per entrant; up to seven
         (7) double occupancy rooms per entrant; up to five (5) first class
         rooms (suites or equivalent) for CART; up to thirty (30) single
         occupancy rooms for CART; up to forty (40) double occupancy rooms for
         CART; and up to ten (10) additional double occupancy rooms for CART for
         additional Event officials. These accommodations shall be reasonably
         close to the site of the Competitions. These accommodation expenses
         shall be limited solely to room tariffs up to a maximum of seven (7)
         nights, provided adequate air transportation is available and except
         that up to thirty (30) CART employees and officials that CART shall
         designate shall be accommodated for up to eight (8) nights. Such
         designated persons shall be accommodated in the same room that they
         shall occupy throughout their stay. In order to minimize lost work
         time, Organizer/Promoter shall be responsible to take all reasonable
         actions to ensure that rooms are available for occupancy at the time
         the Team members or CART officials are scheduled to arrive in United
         Kingdom. All applicable accommodation provisions shall be extended as
         applicable if the race is run on the rain date.


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