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                                   CART, INC.

                      OFFICIAL ORGANIZER/PROMOTER AGREEMENT

                               MEXICO CITY, MEXICO

                                 Final Contract


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Mexico City Promoter Agreement
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.

         Track:                             Hermanos Rodriguez
         Location:                          Mexico City,  Mexico
         Organizer/Promoter:                Grupo Automovilistico Nacional
                                            y Deportivo, S. de R.L. de C.V.
         Address:                           1111 Willis Ave
                                            Wheeling, IL 60090
                                            and
                                            Paseo de las Palmas 1005 - 7o Piso
                                            Lomas de Chapultepec, Mexico, D.F.
                                            11000

         Telephone:                         (847)520-3212  and (525) 201-9446
         Facsimile:                         (847)520-3235  and (525) 201-9440
         E-mail Address:                    arodriguez@cie-mexico.com.mx
         Race Distance:                     TBD
         Track Length and Type:             Road Course
         Postponed Date:                    Rain tires to be used, or, if rain
                                            tires cannot be used, next
                                            available clear day

DEFINITIONS:

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

         B.       The term "Event" as used herein shall include 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.




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         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.


1.       A.       Subject to compliance with all the terms and conditions set
                  forth in this Agreement, Organizer/Promoter shall organize,
                  promote and conduct a FedEx Championship Series race
                  Competition at the location set forth above in the following
                  year(s): 2002-2006. CART acknowledges and agrees that the
                  right to organize, promote and conduct a FedEx Championship
                  Series Race Competition at the above location is exclusive to
                  Organizer/Promoter during the term of this Agreement and that
                  Organizer/Promoter shall have exclusive rights to a race in
                  Mexico within a geographic area of a 400 mile radius from the
                  racetrack facility listed above.

         B.       Organizer/Promoter and CART will mutually agree as to the date
                  for each race hereunder, which shall be scheduled during the
                  months of September, October, or November for the duration of
                  this Agreement. The parties agree not to schedule the 2002
                  Event before October, 2002. It is the intention of the parties
                  to schedule the two Mexican races in such a manner as one will
                  be toward the beginning of the CART season, and one will be
                  toward the end of the CART season each year. The parties agree
                  that they will exercise reasonable efforts to schedule the
                  races under this Agreement 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 of such intention at the earliest
                  possible time.

         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 the following
                  period of time either preceding or following any Competition
                  hereunder: two (2) weeks.

         D.       It is the intention of both CART and Organizer/Promoter to
                  establish a long-term relationship with a view to gaining the
                  greatest possible benefits for CART and Organizer/Promoter.
                  Therefore, provided Organizer/ Promoter is not in breach of
                  any provision of this Agreement, CART and Organizer/Promoter
                  shall commence good faith negotiations with a view to mutually
                  agree on terms and

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                  conditions for the extension of this Agreement beyond the
                  Events covered hereunder. Such negotiations shall commence on
                  or about six (6) months following the 2004 Event and shall
                  continue on an exclusive basis for a period of six (6) months.
                  Organizer/Promoter is hereby granted a right to match any
                  offer received by a third party for the race in Mexico City
                  following the expiration of the exclusive period of
                  negotiation provided for herein.

         E.       In addition to the annual FedEx Championship Series
                  Competition to be conducted by Organizer/Promoter, the other
                  races to be held during each Event may include up to two (2)
                  support races to be provided by CART, at CART's sole
                  discretion and expense with no increase in the Organization
                  and Rights Fees from Organizer/Promoter.

         F.       In the event that the parties mutually agree that a third race
                  is to be conducted and sanctioned by CART in Mexico,
                  Organizer/Promoter is hereby granted a right of first
                  negotiation during the term of this Agreement. If the race
                  currently held in Monterey, Mexico is dropped from the CART
                  schedule, Organizer/Promoter shall have the right of first
                  negotiation to continue such race on terms to be mutually
                  agreed upon between the parties.

2.       The total Organization and Rights Fee and Management Fee payable for
         each of the 2002-2006 Competitions shall be Four Million ($4,000,000)
         Dollars, which is comprised of two parts. The two parts are an
         Organization and Rights Fee for each Competition of Two Million
         ($2,000,000.00) Dollars per annual race and a Management Fee for each
         Competition of Two Million ($2,000,000.00) Dollars per annual race.
         These amounts shall be paid to CART as follows:

         A.       One Million ($1,000,000) Dollars in a Management Fee to be
                  paid January 10 of each year.

         B.       Fifteen (15%) percent of the Organization and Rights Fee and
                  the remaining Management Fee, or Four Hundred Fifty Thousand
                  ($450,000.00) Dollars not later than six (6) months prior to
                  the date of each race.

         C.       Thirty-five (35%) percent of the remaining Organization and
                  Rights Fee and Management Fee, or One Million Fifty Thousand
                  ($1,050,000.00) Dollars not later than three (3) months prior
                  to the date of each race.




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         D.       The balance due of One Million Five Hundred Thousand
                  ($1,500,000.00) Dollars not later than thirty (30) days prior
                  to the date of each race.



3.       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
         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 costs incurred by CART in connection therewith, including
         reasonable attorney fees, and interest at the rate of prime plus three
         (3%) percent per annum. Upon receipt in full of the amounts specified
         in this Paragraph 3, 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 3. Organizer/Promoter will
         withhold any local or jurisdictional taxes required by law, but shall
         cooperate fully with CART by complying with all reasonable requests of
         CART in order to help CART to obtain a full foreign tax credit for CART
         for such withheld amount. In the event that either the U.S. or Mexican
         tax laws change during the term of this Agreement, the parties agree to
         negotiate in good faith for the amount of withholding. In no event will
         Organizer/Promoter be responsible for any taxes imposed by any taxing
         authority on the income of CART.


4.       Organizer/Promoter shall not be responsible for funding, paying or
         distributing any award, purse or other compensation to any Event
         participant. 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.


5.       A.       CART shall be responsible for providing not less than twenty
                  (20) entrants for each Competition. If CART is unable to
                  provide twenty



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                  (20) entrants for any Competition but has at least sixteen
                  (16) cars for that Competition, and Organizer/Promoter has not
                  exercised its option to cancel as set forth below, the
                  Organization and Rights Fee shall be reduced by $200,000 for
                  each car under twenty (20) but over fifteen (15). If CART is
                  unable to provide twenty (20) entrants for any Competition,
                  Organizer/Promoter shall have the option 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 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, strikes, lock-outs or other labor disputes, civil
                  strife, war, flood, fire, or acts of God. A force majeure
                  shall not be deemed to have occurred by reason of commercial
                  impracticability, increased financial cost, or temporary
                  adverse weather conditions. If there is an unexpected
                  cancellation due to a "force majeure" declared by the
                  Organizer/Promoter, 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, provided, however, that where CART receives
                  not less than ten (10) business days notice of such unexpected
                  cancellation, the parties acknowledge that such expenses will
                  be primarily limited to actual CART and team out-of-pocket,
                  non-refundable expenditures, i.e., hotel deposits, airline
                  ticketing, car rental, other ground transportation
                  arrangements, etc., 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. In the event that a force majeure is
                  declared by CART, Organizer/Promoter shall be entitled only to
                  a refund of the Organization and Rights Fee, without any
                  expense or other additions.




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         C.       If Organizer/Promoter cancels or fails to stage a Competition
                  for any reason other than those mentioned within this
                  Paragraph 5, 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 prime plus three(3%) percent per
                  annum. Upon receipt in full of the amounts specified in this
                  Paragraph 5C, 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.


6.       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, expositions, displays, parking spaces, banquets and
         licenses to parades, excluding the CART Transporter Parade.


7.       A. Organizer/Promoter shall assume and perform all organizational and
         promotional activities with CART's cooperation and support 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.

         B. Organizer/Promoter shall, at its sole expense, promote the Events in
         accordance with those reasonable standards as set forth by CART.
         Organizer/Promoter further agrees to work with CART in the marketing
         and promotion of the Events. In the event that the Events are not
         promoted to the standard set forth by CART, CART may, in its sole
         discretion, provide marketing and promotion of the Events in accordance
         with the standards it has set at Organizer/Promoter's cost.

         C. Notwithstanding the above, CART will market the Fed Ex Championship
         Series in accordance with its overall marketing plan that will include,
         on a series-wide basis or, in its sole discretion, Event-specific
         basis, marketing, promotional advertising and publicity support. CART
         and Organizer/Promoter acknowledge





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         that marketing programs may be conducted on a joint basis and that
         costs for these programs will be divided upon mutually agreed upon
         terms, with CART providing at least One Hundred Thousand ($100,000)
         Dollars each year of this Agreement for such programs. In the event
         that the majority of Organizer/Promoters of other CART events are
         provided with co-promotion marketing funds, Organizer/Promoter shall
         receive the same amount as the average of that provided to the
         Organizer/Promoters of other CART events, in addition to at least One
         Hundred Thousand ($100,000) Dollars for the joint marketing programs.



8.       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 and all CART
         sanctioned support activities at the venue, subject to CART approval
         which shall not be unreasonably withheld. Such title sponsorships must
         not conflict with CART Series sponsors (presently FedEx) or co-Series
         sponsors with a conflict existing if the conflicting sponsorships
         involve entities whose primary and substantial business activities and
         focuses compete with one another. The parties agree that during the
         term of this Agreement, future CART Series Title or co-Title
         sponsorships will not be sold in the following categories without the
         mutual consent of the parties: Car, oil and gas, tires, telephone
         (local wireless and long distance), tobacco, beer, and soft drinks. 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.



9.       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. CART shall indemnify and
                  hold Organizer/Promoter harmless from any claims or actions by
                  third parties alleging trademark infringement against any
                  logos and marks provided by CART for Organizer/Promoter's use
                  pursuant to this




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                  Section 9.

                  In consequence, Organizer/promoter will use the names, logos
                  and trademarks of CART and the FedEx Championship Series, and
                  CART represents that such trademarks and logos are registered
                  in accordance with United States and Mexican law.

         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,
                  promotional items, credentials and print and television
                  advertising relating to each Event the phrase: "FedEx
                  Championship Series" and the Series logo, as well as the CART
                  name and logo (as approved and supplied by CART). CART
                  reserves the right to change such phrases and logos, with
                  notice provided to Organizer/Promoter on or before February 1
                  of the year of the race, and allowing for a reasonable
                  change-over period.

         C.       Organizer/Promoter shall include in its display of the Series
                  name and logo and the CART name and logo the symbol (R) to
                  indicate that they are registered marks. A CART style guide
                  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 9 as CART may
                  reasonably request.

         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 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


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                  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.


10.      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 will communicate those requirements to
                  Organizer/Promoter on a reasonably timely basis), and the CART
                  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. , Organizer/Promoter shall be responsible for
                  ensuring that all proper listings and affiliations with its
                  ASN of jurisdiction are obtained in advance of each
                  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, as determined by CART.
                  Organizer/Promoter acknowledges receipt of a copy of the CART
                  Rule Book.

                  All the specifications and recommendations from FIA mentioned
                  in this agreement shall be communicated by the CART Chairman,
                  Chief Executive Officer, Senior Vice President of Racing
                  Operations, or Vice President of Race Operations of CART, in a
                  reasonably timely manner.

         B.       Organizer/Promoter shall be responsible for any licensing
                  fees,


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                  bonds, permits, or any other enabling documents and any
                  associated costs required by any government agencies as
                  related to any or all Event matters.



11.      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.



12.      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. All
                  reasonable repairs deemed necessary by CART in its sole
                  discretion 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, at least seven (7) months prior to each 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 41
                  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


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                  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 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.       Organizer/Promoter shall be responsible for compliance with
                  all environmental issues associated with this Event.



13.      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.

         B.       Organizer/Promoter at its 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. Subject to CART
                  obtaining such a provider or sponsor at least six (6) months
                  prior to each event, 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, such signage production costs
                  to be borne by CART. In the event CART has such a provider or
                  sponsor at least six (6) months prior to each event,



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                  Organizer/Promoter shall not sell or secure any timekeeping
                  sponsorship which would be in effect during any CART Event.
                  Notwithstanding the above, Organizer/Promoter shall have the
                  right to sell or secure any watch sponsorship at any time,
                  provided that it will not be at the finish line, and it will
                  not be considered the official time of the race it.



14.      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.



15.      A.       Organizer/Promoter shall provide at its expense all necessary
                  personnel as 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.

         B.       CART and Organizer/Promoter shall mutually agree to a
                  communications plan, to be provided at Organizer/Promoter's
                  expense. Such Plan shall include translators and translations
                  as may be reasonably requested by CART and its teams, for
                  their operations while in Mexico and the conduct of each
                  Competition.



16.      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 expense.




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17.      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
         prohibited 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.



18.      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, Organizer/Promoter and CART's race promoters.



19.
         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 merchandising purposes the name, identity, layout,
                  likeness, appearance, signage and logo(s) of the track, on a




                                       13
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Mexico City Promoter Agreement
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                  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.

         D.       Organizer/Promoter shall provide at least one entertainment
                  event, which shall be defined as a concert or other similar
                  undertaking, for each race held under this Agreement. The act
                  for the entertainment event shall be at the sole discretion of
                  the Organizer/Promoter. If broadcast rights are available for
                  such entertainment event, the parties shall mutually agree
                  upon the distribution and financial terms for such rights.
                  Should they be available, the parties shall exercise all
                  reasonable efforts to obtain world wide television rights to
                  the entertainment event.

         E.       The parties acknowledge Organizer/Promoter's desire to obtain
                  the television rights for Mexico, and CART agrees to negotiate
                  in good faith with Organizer/Promoter for Mexican television
                  rights for broadcast of the Series during the term of this
                  Agreement.



20.      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

                                       14
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Mexico City Promoter Agreement
Final Contract

                  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 be provided
                  to CART at least four (4) months prior to an Event. In
                  addition such sponsor shall 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) 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, by notice provided at least four (4)
                  months in advance of each 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 does not provide CART with a
                  United States television entitlement sponsor or to guarantee
                  over-the-air United States broadcast network coverage at least
                  four (4) months prior to each Event, 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. CART


                                       15
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Mexico City Promoter Agreement
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                  acknowledges the importance of the on-site entitlement sponsor
                  and agrees to use reasonable efforts to provide a television
                  entitlement sponsor that is not in conflict with the on-site
                  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 connection with television rights. In the
                  event that the United States and international television
                  agreement supersedes such portion of this Agreement, CART will
                  immediately notify Organizer/Promoter and work toward a
                  mutually agreed upon solution.



21.      Organizer/Promoter retains all rights to sell Event Sponsorships.
         However, Organizer/Promoter recognizes and acknowledges that CARThas
         the right to contract for official sponsors for the FedEx Championship
         Series, which are defined as sponsors of the sanctioning body, and
         which need not coincide with specific Event sponsors. Sponsors of the
         sanctioning body will not have any commercial event rights other than
         what is defined in this Agreement. In the event such sponsorships are
         sold with commercial elements that are under the control of
         Organizer/Promoter, not including tickets and hospitality, CART and
         Organizer/Promoter shall mutually agree to the inclusion of those
         elements, such approval on the part of Organizer/Promoter not to be
         unreasonably withheld, and the cost of those elements to be set at
         rates equal to the market rates offered by Organizer/Promoter to others
         for similar packages.



22.      A.       CART or its designee shall have the exclusive 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



                                       16
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Mexico City Promoter Agreement
Final Contract

                  thereof, provided the FedEx Series Sponsorship Agreement is
                  then in full force and effect 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.



23.      A.       The parties shall work together to create a mutually
                  acceptable schedule of activities. However, 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. 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
                  United States and agrees to abide by this regulation.



24.      CART and Organizer/Promoter shall work together to conduct
         grid/pre-race activities which shall include but are not limited to the
         pole awards, other contingency award activities, driver introductions,
         etc.



25.      The parties shall work together to create appropriate Victory Circle
         facilities and proceedings. However, CART shall maintain ultimate
         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.



26.      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. All such
         CART sponsor announcements shall be made on a composite basis except
         where




                                       17
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Mexico City Promoter Agreement
Final Contract

         otherwise provided for by contractual agreements between the Series
         Title or Co-Title sponsors and CART, or between MCI Worldcom and CART.



27.      A.       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 a priority 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,
                  may 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. A CART
                  style guide shall be provided by CART or its licensed
                  representative.

         D.       CART and Organizer/Promoter agree to manufacture and
                  distribute 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 and its
                  licensees shall also have the opportunity to sell such
                  cross-licensed merchandise to off-track retailers. The parties
                  agree to split royalty fees on such cross-licensed merchandise
                  according to their mutual agreement based good faith
                  negotiations.

         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 intended to be resold
                  to the public whatsoever without express advance written
                  approval of CART.



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Mexico City Promoter Agreement
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         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, at CART's expense.

         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 27 shall supersede all related terms of any
                  Organizer/ Promoter standard Vendor Agreement.



28.      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).



29.      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.



30.      A.       It is acknowledged that in addition to the FedEx Series
                  sponsorship





                                       19
<PAGE>
Mexico City Promoter Agreement
Final Contract

                  and marketing program, CART shall have the right to sell
                  series-wide sponsorship packages, which are defined as
                  sponsorship packages for all tracks as well as the sanctioning
                  body, and which are agreed to by all Organizer/Promoters of
                  the FedEx Championship Series. Such series-wide sponsorships
                  shall be sold with consistent commercial elements which are
                  under the control of each Organizer/Promoter participating in
                  the Series. In the event series-wide sponsorships are sold,
                  the parties agree that the following may be an outline of
                  those elements which may be provided at an amount to be
                  mutually agreed upon, following good faith negotiations:

                           -        Series-wide product category exclusivity;
                           -        Twenty Thousand  ($20,000.00) Dollar
                                    hospitality credit 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) big screen messages (street
                                    courses only);
                           -        Twenty (20) public address announcements
                                    over Event weekend;
                           -        One Hundred (100) grandstand admission
                                    tickets;
                           -        One Hundred (100) restricted area
                                    credentials;
                           -        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.

         B.       Organizer/Promoter shall provide CART with two (2) pages in
                  the Event Program without charge for CART's own use. 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





                                       20
<PAGE>
Mexico City Promoter Agreement
Final Contract


                  assigned pit box, subject to applicable governmental laws and
                  regulations.



31.      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, at CART's expense.


32       A. If appropriate as determined by CART in its sole discretion, each
         Competition shall appear on the FIA calendar as a full international
         FIA event, subject to second paragraph of section 10A. Organizer/
         Promoter agrees to file this listing through CART and reimburse CART
         for all applicable listing fees For events not run under the
         jurisdiction of ACCUS, it is the responsibility of Organizer/Promoter
         to obtain the appropriate full FIA international listing through its
         ASN of jurisdiction, subject to second paragraph of section 10A.

         B. The parties acknowledge that the facility is being constructed and
         designed to host the CART Events as contemplated herein. In order to
         ensure that the facility shall be ready and available, as required for
         the hosting of such events, the parties have agreed to the construction
         schedule as stated in SCHEDULE H attached hereto and made a part
         hereof. In the event a completion date is not met, CART may, in its
         sole discretion, either terminate this Agreement without further
         obligation, take over that portion of the construction at
         Organizer/Promoter's cost, or agree upon a revised mutual schedule for
         the completion of the item, unless such completion date has been
         prevented by an event of force majeure.



33.      Organizer/Promoter agrees to indemnify and hold harmless CART, its
         directors, officials and officers, participants, agents and employees,
         members and sponsors 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 negligence or gross
         misconduct of Indemnitees, or a breach of this




                                       21
<PAGE>
Mexico City Promoter Agreement
Final Contract


         contract by CART.


34.      Organizer/Promoter agrees not to take any action adverse to the
         interest of CART and, in consideration of the acceptance and approval
         of this Agreement, 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, damages, costs or
         expenses arising out of the negligence or gross misconduct of CART or
         its officials or representatives or a breach of this contract by CART .
         .

35.      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.



36.      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 Los Angeles,
                  California, 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.



                                       22
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Mexico City Promoter Agreement
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37.      This Agreement is not transferable or assignable. Any transfer or
         assignment in violation of this provision shall be void. A transfer of
         more than forty-nine (49%) percent of the voting stock or other
         controlling interest in Organizer/Promoter, in one or more transactions
         (other than to the subsidiaries or affiliates of the Parties, legal
         spouse, heirs, next-of-kin or estate of a deceased transferor, or a
         deceased principal of a transferor), without CART's prior written
         approval, is deemed to constitute a transfer. A transfer of less than
         forty nine (49%) percent may also constitute a transfer for such
         purposes, if coupled with the imposition of super majority voting
         requirements, so as to effectively result in a change in controlling
         interest. In the event that a prohibited transfer or assignment is
         attempted, such action will not be effective, and CART may elect to
         terminate this Agreement effective immediately.



38.      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:                                  To Organizer/Promoter:

         Championship Auto Racing Teams, Inc.         Grupo Automovilistico
         Nacional y
         755 W. Big Beaver Road, Suite 800         Deportivo, S. de R.L. de C.V.
         Troy, MI 48084                            c/o Forsythe Racing
         Attn: Deborah M. Schneider, Esq.          1111 S. Willis Avenue
                                                   Wheeling, Illinois 60090
                                                   Attn: Alan R. Waskin, Esq.

                                                   c.c.p.
                                                   Corporacion Interamericana de
                                                   Entretenimiento, S.A. de C.V.
                                                   Paseo de las Palmas 1005
                                                   Lomas de Chapultepec,
                                                   Mexico, D.F. 11000
                                                   Attn: Alejandro Rodriguez,
                                                   General Counsel


 39.     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





                                       23
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Mexico City Promoter Agreement
Final Contract

                  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.


40.      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.



41.      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.



42.      A.       Organizer/Promoter and CART agree to consult, assist, and






                                       24
<PAGE>
Mexico City Promoter Agreement
Final Contract

                  coordinate with the applicable Mexican/United States customs
                  services, taxation, provincial, state, local government or
                  other authorities to facilitate the entry into Mexico of the
                  participating racing team members as well as the CART
                  officials and staff members, and the exportation from the
                  United States, the importation into Mexico, the exportation
                  from Mexico and the importation into the United States, of the
                  race cars and all related equipment and other items necessary
                  for temporary use in Mexico in respect of the events to be
                  conducted under this Agreement. Further in this regard, CART
                  shall cooperate and comply with, and cause each racing team
                  and their respective members to cooperate and comply with all
                  directions, procedures, information, requests, etc., of the
                  above mentioned authorities.

         B.       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 Mexican customs service (or other agency) or the United
                  States Customs Service (or other agency) in respect of the
                  race cars and all related equipment and other items necessary
                  for temporary use in Mexico in respect of the Events to be
                  conducted under this Agreement, 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 Mexican customs service (or other agency) or the United
                  States Customs Service (or other agency) in respect thereof.



43.      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



                                       25
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Mexico City Promoter Agreement
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                  SCHEDULE H - CONSTRUCTION REQUIREMENTS

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: November 2, 2001                   /s/
     ---------------------              --------------------------------------
                                                Ocesa

                                            By: /s/ Rodrigo Gonzalez
                                                ------------------------------

                                            Its: COO
                                                 -----------------------------


Date:  November 8, 2001                  /s/
     ---------------------              -----------------------------------
                                            Forsythe Racing

                                        By: /s/ Gerald R. Forsythe
                                           -----------------------------------

                                        Its:  Chairman
                                           -----------------------------------
CART APPROVAL

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

Date: November 20, 2001                 CART, Inc.
     -----------------------
                                           By: /s/
                                             ---------------------------------

                                           Its: Chairman/CEO
                                                ------------------------------






                                       26










<PAGE>
                                  SCHEDULE "A"

                          OPERATIONAL, MEDIA, AND OTHER
                          -----------------------------
                          FACILITY/SUPPLY REQUIREMENTS
                          ----------------------------

         Pursuant to 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 Omega 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


<PAGE>


                  -        Event Media Relations
                  -        Support Event(s) Media Relations

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


                                       2
<PAGE>


         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 mult box for radio media to plug into and record.


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
    ----------


                                       3
<PAGE>


FACILITIES:

         Race Control - 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
         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.

         Meeting Room - 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.

         Timing and Scoring - 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. (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.

EQUIPMENT:

         One (1) print quality hi-speed photo copier with collating and stapling
         capability. (Option -CART may invoice Organizer/Promoter in an agreed
         amount in lieu of Organizer/Promoter supplying this machine.)

         Three (3) golf carts for exclusive use by CART. One (1) for the
         Communications/ Administrative staff, one (1) for the CART C.E.O., and
         one (1) for CART broadcast services.

COMMUNICATION CIRCUITS:

         Land line communication system connecting all trackside observer
         stations, pit in, pit out, pit center, race control and starter stand.

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


                                       4
<PAGE>


FUEL:

         Organizer/Promoter will provide fuel for all safety vehicles and the
         jet dryer:

         Track Dryer - Jet A - approximately five hundred (500) gallons
         Safety Vehicles - unleaded gasoline - approximately two hundred (200)
         gallons

         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 for
         the Events hereunder.

GENERAL:

         Minimum of three hundred fifty (350) pounds of ice each day from
         Thursday (Wednesday for Saturday Championship 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.

         Worker lunches and drinking water will be provided for each day of the
         Event weekend, i.e., Thursday until Sunday (Wednesday for Saturday
         Championship Car races) including any rain dates. CART will identify
         the quantity to be supplied.

         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.


D.  TELEVISION AND RADIO
    --------------------

FACILITIES:

         TELEVISION COMPOUND LOCATION: Organizer/Promoter shall provide a level,
         hard-surfaced area approximately 200 feet x 200 feet for use by CART
         Productions and network television production mobile units, broadcast
         equipment, and personnel.
         ACCESS TO AREA SHOULD BE AVAILABLE AT LEAST 5 DAYS PRIOR TO THE FIRST
         DAY OF ON TRACK ACTIVITIES. (NOTE: IN SOME CASES OFFICE TRAILERS MAY BE
         PLACED UP TO 15 DAYS PRIOR TO THE EVENT) THE COMPOUND SHOULD BE A
         FENCED IN AREA (TEMPORARY FENCING IS ACCEPTABLE), SECURE FROM PUBLIC
         ACCESS. AN OPENING PREFERABLY WITH A SLIDING GATE APPROXIMATELY 20 FEET
         WIDE SHOULD BE LOCATED TO PROVIDE SUFFICIENT ACCESS FOR THE PLACEMENT
         OF PRODUCTION UNITS AND OFFICE TRAILERS WITHIN THE COMPOUND.

         Compound should be located as follows:

                  STREET COURSE: As close as possible to the announcement booth
                  or as close to the majority of camera positions as possible,
                  but definitely outside the course.


                                       5
<PAGE>

                  ROAD COURSE: As close as possible to the announcement booth,
                  as close to the majority of camera positions as possible,
                  preferably outside the course.

                  OVAL COURSE: As close as possible to the announcement booth
                  and allowing the most direct cable access to the majority of
                  camera positions as possible, but definitely outside the
                  course.

         ANNOUNCEMENT BOOTHS: Announcement booths should be climate
         controlledwith air conditioning, weather proofed and noise insulated.
         The booths should have a wide expanse of glare-proof (non-tinted) glass
         overlooking the pits and track. Sound deadening materials should be
         used in construction, including proper insulation, carpeting, paneling,
         and double-paned glass.

         The front window overlooking the track and pits should begin around 3.5
         - 4 feet above the floor. The booth should also have windows on the
         sides of the booth facing the track, around 3 - 4 feet deep from the
         front of the booth, to provide sight lines up and down the track and
         pits. Where possible, the back half of each booth should be elevated 4
         - 6 inches (minimum) to allow raised sight lines for those working in
         rear of booth.

         A ledge/table at stool height, should run the entire width of the front
         window wall, set under the window and should be well braced to support
         necessary video monitors, timing and scoring monitors, and audio
         equipment, etc. Ledge/table should extend 2 feet into the room from the
         front-windowed wall, and where possible, should provide a removable
         cut-out against the wall, with a support brace under the cut-out, to
         allow monitors to be partially recessed on an angle within the
         ledge/table.A minimum of three stools should be provided for each
         booth.

         Access panels, conduits (minimum six (6") inch diameter), and cable
         troughs should be provided as necessary to allow cables to enter booth
         for video, audio, timing and scoring, and antennae feeds.

         Entry door should have a locking system installed, so that the room and
         equipment may be secured. A keyless or combination access system is
         preferred.

         Organizer/Promoter agrees to provide, at its expense, a U.S. Television
         Network Booth, three (3) International Television Network Booths and a
         CART Radio Network Booth. As other international networks (more than
         three (3)) may wish to originate commentary from the site of a CART
         event, CART may request, and Organizer/Promoter agrees to provide,
         additional announcement booths. CART agrees to provide at least thirty
         (30) days notice to Organizer/Promoter in such cases.


         U.S. TELEVISION NETWORK:

                  BOOTH SIZE:                15 feet x 15 feet booth.


                                       6
<PAGE>


                  LOCATION:                  Should be placed on the outside of
                                             the track and nearest to the start/
                                             finish line, providing the widest
                                             view of the track and pits. Where
                                             possible, booth should be located
                                             alone or at one end of any row of
                                             booths or suites.

         CART RADIO NETWORK:

                  BOOTH SIZE:                8 feet x 8 feet booth.

                  LOCATION:                  Preferred placement on the outside
                                             of the track and nearest to pit
                                             center, providing the widest view
                                             of the track and, then, the start/
                                             finish line and pits.

         INTERNATIONAL TELEVISION NETWORKS:

                  BOOTH SIZE:                A minimum of three (3) 8 feet x 8
                                             feet (minimum) booths.

                  LOCATION:                  Preferred placement providing the
                                             widest view of the pits and, then,
                                             the track and start/finish. Where
                                             possible, location should be on the
                                             outside of the track.

                  ADDITIONAL INTERNATIONAL BOOTHS:

                                             All reasonable costs, subject to
                                             competitive bidding, associated
                                             with the construction and provision
                                             of any additional booths and
                                             required facilities for
                                             international networks shall be the
                                             responsibility of the international
                                             network.

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 security, with radio communications,
         mutually agreed by the parties as sufficient, 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. Upon compliance with the security
         provisions


                                       7
<PAGE>


         contained in this paragraph, Organizer/Promoter shall not be liable for
         any claims based on the lack of sufficient security.

ADDITIONAL FACILITIES:

         Other networks may mount cameras, in a manner not to interfere with the
         world feed, that would allow US and international networks to focus on
         different drivers. Most likely these positions would be near or across
         from pit lane. The location of these camera positions will be mutually
         agreed upon by Organizer/Promoter, the networks and CART. The networks
         would agree to provide at least thirty (30) days notice of intent to
         supplement world feed cameras.

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 the production company's needs. Due to the cost
         effectiveness of annual contracts for such products as golf carts,
         catering (including but not limited to all food and beverages, ice) ,
         office systems, lifts/cranes, scaffolding and office trailers, etc., it
         is unlikely that the Broadcasters will be able to honor
         Organizer/Promoter's exclusive agreements in all categories.

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 clean and stable
         dependable


                                       8
<PAGE>


         power, as opposed to generator power, where possible. If "shore" power
         is not available, dedicated, redundant 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 redundant generator back up
         by frequency controlled, automatic switch-over generators, at
         Organizer/Promoter's sole expense.

MEDIA CENTER:

         Organizer/Promoter shall 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 (1) electrical outlet for each assignable seat for press in media
         center.

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:

         Radio Trailer               220v/240v         60 amp   single phase
         Race Control                110v/115v    5    20 amp   single phase
         Timing and Scoring          110v/115v    6    30 amp   single phase
         Operations Trailer #1       220v/240v         60 amp   single phase
         Operations Trailer #2       220v/240v         60 amp   single phase
         Medical Center              220v/240v        100 amp   single phase
         CART Business Center        220v/240v    2    50 amp   single phase
         Timing and Scoring Truck    110v/115v         50 amp   single phase
         Battery Compound            220v/240v         60 amp   single phase
         CART Fuel Compound          110v/115v    4    25 amp   single phase
                                                                (one common
                                                                 ground pursuant
                                                                 to local code)

         CART Tire Compound          220v/240v    2    60 amp   single phase
         Scales                      110v/115v         20 amp   single phase
      *  Each Entrant Pit            110v/115v         30 amp   single phase-4
                                                                  outlets
         Chief Stewards Trailer      220v/240v         60 amp   single phase
         Each Support Race Entrant Pit Area (Indy Lights and Toyota Atlantic)
                                     110v/115v         20 amp   single phase

         (*Entrant is defined as a race car with an assigned driver)


                                       9
<PAGE>


TELEVISION AND RADIO:

         LIGHTING:

         Organizer/Promoter shall ensure necessary lighting (minimum of 125 foot
         candles) is available for television coverage during the Event.

         POWER:

         TV COMPOUND - U.S. NETWORK
         POWER MUST BE AVAILABLE NO LATER THAN 8AM 4 DAYS PRIOR TO THE FIRST ON
TRACK ACTIVITIES.

Mobile Units

         Mobile Unit #1                    208v         200 amp 3 phase
         Mobile Unit #1 Support            208V         200 amp 3 phase
         Mobile Unit #2                    208v         200 amp 3 phase
         Mobile Unit #2 Support            208v         200 amp 3 phase
         Telemetry                         208v         200 amp 3 phase
         In Car Camera/RF                  208v         200 amp 3 phase
         Enhanced Services                 208v         200 amp 3 phase
         International                     208v         200 amp 3 phase
         Brazil                            208v         200 amp 3 phase


Office Trailers

         Office Trailer #1                 110v         100 amp single phase
         Office Trailer #2                 110v         100 amp single phase
         Office Trailer #3                 110v         100 amp single phase
         Office Trailer #4                 110v         100 amp Single phase

         Catering                          110v       30amp X 2 single phase

Uplinks


         Uplink #1                         208v         150 amp 3 phase
         Uplink #2                         208v         150 amp 3 phase
         Uplink #3                         208v         150 amp 3 phase
         Uplink #4                         208v         150 amp 3 phase
         Uplink #5                         208v         150 amp 3 phase
         Uplink #6                         208v         150 amp 3 phase


                                       10
<PAGE>


         REMOTE LOCATIONS

         RF Receive Site US #1           110v           20 amp  single phase
         RF Receive Site US #2           110v           20 amp  single phase
         RF Receive Site INET #1         110v           20 amp  single phase
         RF Receive Site INET #2         110v           20 amp  single phase

         ANNOUNCEMENT BOOTHS

         U.S. Network Production         110v           20 amp  single phase
         U.S. Network Monitors           110v           20 amp  single phase
         U.S. Network Audio              110v           20 amp  single phase
         Radio Production                110v           20 amp  single phase
         Radio Monitors                  110v           20 amp  single phase
         International #1 Production     110v           20 amp  single phase
         International #1 Monitors       110v           20 amp  single phase
         International #2 Production     110v           20 amp  single phase
         International #2 Monitors       110v           20 amp  single phase
         International #3 Production     110v           20 amp  single phase
         International #3 Monitors       110v           20 amp  single phase

         EACH ADDITIONAL INTERNATIONAL BOOTH

         Additional Production           110v           20 amp  single phase
         Additional Monitors             110v           20 amp  single phase

         Minimum of four (4) outlets per electrical circuit in the announcement
         booths. Air conditioning/heating systems must be on separate circuits
         from those shown above. Without separate air-conditioning circuit,
         broadcast may be jeopardized.


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

GENERAL:

         All line charges reasonably related to CART business activities 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 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


                                       11
<PAGE>


         Organizer/Promoter.

ACCREDITATION FACILITIES:

         Two (2) lines, one (1) for telephone and one (1) for facsimile

OPERATIONS:

At a minimum, the following areas must be supplied telephones which provide
access to commercial telephone lines:

         Operations Trailer -     Two (2) telephone lines and one (1) facsimile
                                  line with facsimile machine;
         Medical Center -         One (1) telephone line and (1) facsimile line
                                  with facsimile machine;
         CART Business Center -   Six (6) 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 LOCATION: Organizer/Promoter shall ensure
         Seventy-five ()(75) pair telephone lines are permanently installed in
         television compound.

         ANNOUNCEMENT BOOTHS:

         U.S. TELEVISION NETWORK: Two (2) telephone lines, permanently
                                  installed.

         CART RADIO NETWORK:      A maximum of four (4) pair telephone lines
                                  permanently installed in booth, as in the
                                  past.

         INTERNATIONAL NETWORKS:  A maximum of five (5) pair telephone lines
                                  permanently  installed  in each
                                  announcement 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.
Television Compound
Adequate and properly maintained facilities consistent with OSHA standards
should be provided in the TV compound for the exclusive use of TV personnel.

J.  GENERAL
    -------


                                       12
<PAGE>


As the execution of the Competition and broadcast coverage of CART events is
vital to the success and growth of the Series and each Competition, 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 reasonable
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.










                                       13
<PAGE>
                                  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.


<PAGE>


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

         F.       Mobile Equipment Liability.

         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. This coverage
                  does not apply to physical damages resulting from the gross
                  negligence of the operator of the vehicle.

         K.       Contractual Liability.


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

CART reserves the right to change insurance limits to amounts deemed reasonable
by CART or its insurance representatives, as long as ninety (90) days notice is
given to Organizer/Promoter.

         A.       2002 Event - $20 million combined single limits per occurrence
                  for Bodily Injury and Property Damage with no aggregate limit.

         B.       2002 Event - $10 million minimum for Participant Legal
                  Liability. Subsequent Events subject to 50% of limits in place
                  in paragraph 2A.

         C.       2002 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:


                                       2
<PAGE>


         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 additional named insureds
                  provided however, that notice be given no later than sixty
                  (60) days prior to the Event.

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


                                       3
<PAGE>


                  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.

         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 2002 are as
follows:

         Accidental Death and Dismemberment                  $      50,000.00
         Primary Accident Medical                            $     150,000.00
         Excess Major Medical - Champ Car drivers:           $     850,000.00


                                       4
<PAGE>


         All other participants:                             $     350,000.00
         Weekly Disability (to 104 weeks)                    $         250.00
         Monthly Disability (to 48 months)                   $         300.00


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:

         Accidental Death and Dismemberment                  $      25,000.00
         Medical                                             $      50,000.00
         Weekly Indemnity (to 104 weeks)                     $         100.00






                                       5
<PAGE>
                                  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 ten (10%) percent 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 may 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.


<PAGE>


C. CART OFFICIAL SUPPORT SERIES
   ----------------------------

CART will provide credentials to CART support Series competitors, sponsors and
suppliers as follows:

         1 - 12 Team Credentials                     (12) Complimentary
         13 - 17                                     (5) at $145 per credential
         18 - 25                                     (8) at $250 per credential

Revenues derived from such purchases shall be divided equally among all CART
Organizer/Promoters.


D.  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 may be issued to allow
only necessary and appropriate personnel access to the pit area thirty (30)
minutes prior to and during the CART race.


E.  SUPPLIERS AND AWARD PROVIDERS

A reasonable number of suppliers and award providers will be issued credentials
as determined by CART. 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 may 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 ten (10%) percent 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 ten (10%)
percent per credential will be divided equally among all CART
Organizer/Promoters.


                                       2
<PAGE>


F.  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 may 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.  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 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 may be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.

H.  SPONSORS

A reasonable number of CART sponsors will be issued credentials as determined by
CART. 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 an agreed upon number of credentials at
no charge. Additional credentials may be purchased at a cost of $500.00 each per
season. Revenues derived from such purchase less ten (10%) percent 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


                                       3
<PAGE>


         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 may
         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.  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 - 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;

         One Hundred and Fifty (150) credentials for distribution by CART's
         Support series; Access to the pit area will be terminated thirty (30)
         minutes prior to the start of and during the CART race;

         Drivers -   Four (4) credentials to each participating CART driver; and
                     Six (6) credentials (passes, seats or overcrew as
                     requested two (2) weeks in advance) 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.


                                       4
<PAGE>


         (b)  TICKETS

         General - One Hundred (100) tickets for each day of the Event (deluxe
         grandstand seating) for use by CART - to be received thirty (30) days
         prior to the Event.

         Television Network - Fifty (50) tickets for each day of the Event
         (prime seating location) for intended use by CART's TV Network, to be
         received thirty (30) days prior to the Event.

         (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;

         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 Transporter Space - Each entrant (i.e., each separately
         entered car/driver combination) will be allocated sufficient parking
         space in the paddock area for one (1) transporter and work area
         (minimum 85 feet x 31 feet);

         Competitor Motor Coach/Hospitality Space - Each entrant (i.e., each
         separately entered car/driver combination) will be allocated sufficient
         parking space for one (1) motor coach (minimum 55 feet x 15 feet);
         Additional details related to this space, as well as provisions for the
         purchase of additional space(s), and driver coaches, are contained in
         the CART/Promoter Credential and Motorhome Policy, attached as Exhibit
         1 to this Schedule C

                                       5
<PAGE>

         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 Director;
         CART Business Coach - Organizer/Promoter shall provide space in an area
         easily accessible from the pit and paddock for the parking of CART's
         business coach;

         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;

         Workers - Specifiedarea for volunteers to park.

         CART Official Support Series - Organizer/Promoter will provide an area
         in the paddock for CART Support Series transporter parking, competitor
         work areas, administrative functions and technical inspection. An area
         close to the paddock for team parking will be available.


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.

         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


                                       6
<PAGE>


         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.

         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.


                                       7
<PAGE>

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.





                                       8
<PAGE>


                                    EXHIBIT 1

                  CART/PROMOTER CREDENTIAL AND MOTORHOME POLICY


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>



B.       MOTORHOMES

<TABLE>
<CAPTION>
--------------------------------------- ---------------------------- ---------------------------- --------------------------
Motorhome Spaces Per Entry              2000                         2001                         2002
--------------------------------------- ---------------------------- ---------------------------- --------------------------
<S>                                     <C>                          <C>                          <C>
1st Space                               Entitlement                  Entitlement                  Entitlement
--------------------------------------- ---------------------------- ---------------------------- --------------------------
2nd Space                               $4,500                       $4,500                       $4,500
--------------------------------------- ---------------------------- ---------------------------- --------------------------
3rd Space                               $5,000                       $6,000                       $7,000
--------------------------------------- ---------------------------- ---------------------------- --------------------------
</TABLE>

Spaces should be no more than 15 ft. in width, and long enough for a DOT legal
tractor and single trailer, where possible, per prior practice. Where not
possible, they should be long enough to accommodate the trailer, and separate
parking for the tractor shall be provided for free.

Kitchen Trailers shall be permitted without charge except where, per prior
practice, there is insufficient room for these trailers without encroaching on
other spaces, in which case a fee of up to $500.00 may be charged.

Electrical and other hook up fees shall be handled per the previous Agreement.


C.       DRIVER COACHES

Each driver will receive one motorcoach space free of charge so long as they
participate in one promotional activity without charge of up to one day's
duration. That promotional activity can


                                       9
<PAGE>


be defined by the promoter, but each driver must have the ability to participate
in one activity if he wants. If travel is required, then promoter provides
reasonable travel and expenses.

Otherwise the promoters may, at their discretion charge drivers $1,500.00 per
space.



                                       10

<PAGE>
                                  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 shall provide an area for the display and maintenance of the
Official Pace Car fleet as required by CART.



<PAGE>


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 26 of the Organizer/Promoter Agreement and SCHEDULE E.


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>
                                  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 OFFICIAL PACE CAR ACTIVITIES
--------------------------------------------------------

         Indy Lights and CART's other support series (maximum of two (2)) shall
         be entitled to compete at this Event. 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, Indy Lights, and
         CART's other support series.


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

         Any additional motor racing events must be approved by CART. These
         activities will be scheduled in a manner which will minimize any
         interference with any scheduled CART, Indy Lights or CART's other
         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 must be sanctioned by a recognized FIA affiliate. 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.


<PAGE>


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

                           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.       CART reserves the right to organize and sanction
                           Historic Championship Car "Parade" activities, but
                           agrees to work with Organizer/Promoter on such
                           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>
                                  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 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,


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         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. One of the two (2) entry points should
         be designated for the exclusive use of the drivers, owners/teams and
         CART officials.


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)


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         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.

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.




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<PAGE>
                                  SCHEDULE "G"

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


Pursuant to paragraph 22B 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, 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) Diamond Vision messages at downtown courses or where
         available;

I.       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;

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


<PAGE>


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

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

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

N.       Right to use Event logo for promotional purposes;

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

P.       One FedEx revenue operation (kiosk) located in CART paddock area for
         delivery service;

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

R.       Series Logo or FedEx logo painted on race track surface visible to
         television exposure, during the Event.


In consideration of the foregoing 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 per Event, which amount
will 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;


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<PAGE>


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.




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