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                                February 21, 2002


Mr. Gene Haskett
Chief Executive Officer
Chicago Motor Speedway, L.L.C.
3301 S. Laramie Ave.
Cicero, IL 60804

Re:      Letter of Agreement

Dear Mr. Haskett:

         The purpose of this Letter of Agreement is to confirm the terms of the
agreement between CART, Inc. ("CART") and Chicago Motor Speedway, L.L.C.
("CMS"), with respect to the conduct of a FedEx Championship Series race (the
"Event") at the Chicago Motor Speedway (the "Track") in 2002. This Letter of
Agreement is intended to be a binding and enforceable contract between the
parties pertaining to the subject matter hereof, subject to approval by the
Board of Directors of Championship Auto Racing Teams, Inc.


1.       OFFICIAL ORGANIZER/PROMOTER AGREEMENT

         CMS, successor in interest to Chip Ganassi Group L.L.C., and CART are
parties to the CART, Inc. Official Organizer/Promoter Agreement executed on
April 7, 1998 ("Sanction Agreement"), which provides for the conduct of an
annual FedEx Championship Series race by CMS at the Track from 1999 through
2003. A copy of the Sanction Agreement is attached hereto as Appendix A. With
respect to the 2002 Event, the provisions of this Letter of Agreement shall,
where applicable, supercede the Sanction Agreement. Subject to Paragraph 15
below - Mutual Releases, the terms and conditions of the Sanction Agreement
shall remain in full force and effect.


2.       NATIONAL JOCKEY CLUB LEASE AGREEMENT

         National Jockey Club ("NJC") and CMS are parties to a Lease Agreement
dated July 8,


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Mr. Gene Haskett
February 21, 2002
Page -2-

1998 ("Lease Agreement"), pursuant to which CMS leases the real property and
improvements commonly known as Sportsman's Park located in Cicero, Illinois, for
the purpose of conducting various motor racing events, including the Event. A
copy of the Lease Agreement is attached hereto as Appendix B. CMS represents and
warrants that the Lease Agreement is in full force and effect and that it has
the written consent of NJC to sublet the Track, as required by Paragraph 11 of
the Lease Agreement. CMS will provide CART with suitable written confirmation of
the foregoing from NJC.

3.       LEASE OF TRACK

         CMS hereby leases the Track to CART. The Track shall be available to
CART from June 16, 2002 through July 3, 2002 (the initial "Lease Term"). The
Track will be available for a rescheduled race date (the extended Lease Term)
following the scheduled date of the race should that race be postponed as a
result of inclement weather or other reasons. The rescheduled date shall be the
next clear day, or the first available date prior to September 30, 2002,
dependant upon CART's schedule.

4.       USE OF PREMISES

         A.       CART shall have the right during the Lease Term to use and
                  occupy the Track for any lawful automobile racing and
                  racing-related purposes. CART shall have complete control
                  over, among other things, Track activities, personnel, and
                  racing schedules. CMS shall make available to CART during the
                  Lease Term the Track, existing Track maintenance staff to
                  operate the building and facility, and all of its facilities
                  and equipment to be provided by CMS to CART hereunder
                  including, but not limited to, grandstands and bleachers,
                  offices, parking facilities, Track entrances and exits,
                  tunnels, fences and gates, concession stands, ticket
                  collection booths, lights, and timing and scoring towers and
                  displays. The parties shall confer and mutually determine the
                  required Track maintenance personnel necessary for the conduct
                  of the Event, and CMS' actual cost associated with such
                  maintenance staff for this Event shall be borne by CART. The
                  office space to be provided shall be consistent with that
                  utilized by CMS in conjunction with the three previous CART
                  races at the Track. Sponsor identification signage may be
                  modified to reflect CART's sponsors, including sponsors of
                  this Event. CART shall not remove or alter any existing
                  permanent non-sponsor specific business identification signage
                  of CMS, NJC, or Sportsman's Park.
         B.       CMS shall exercise reasonable efforts to assist CART in
                  procuring the services of qualified and experienced event
                  staff and other personnel.

         C.       CMS shall provide at no additional cost to CART the following
                  hard assets, utilized by CMS in conjunction with the three
                  previous CART races at the Track: (i) media areas and
                  facilities; (ii) televisions; and (iii) telephones.


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Mr. Gene Haskett
February 21, 2002
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         D.       CMS shall provide CART the use of Laramie Street for its
                  Midway and all parking that CMS controls at no additional cost
                  to CART (similar to past CART events). The parties recognize
                  that a permit from the city of Cicero is required for the use
                  of Laramie Street, and CMS agrees to cooperate with CART to
                  the extent necessary to obtain such permit. CMS shall
                  forthwith provide CART with a written description or detail of
                  the parking facilities used in association with prior CART
                  races. In addition, CMS shall provide a copy of its parking
                  plan or arrangements used in association with prior CART
                  races.

         E.       CMS shall provide CART with all of its available licenses,
                  permits, instructions, manuals, diagrams and other materials
                  facilitating and relevant to CART's utilization of the Track,
                  on a confidential basis to CART.

         F.       CART shall provide the Event insurance requirements specified
                  in Paragraph 20 of the Sanction Agreement, including the
                  specific items listed in Schedule B of the Sanction Agreement.
                  CART shall indemnify and hold harmless CMS, NJC, and their
                  officers and directors (the "Indemnitees") from and against
                  any claims, demands, causes of action, or damages (including
                  attorneys' fees) arising solely out of CART's conduct of the
                  Event at the Track. CART shall cause the Indemnitees to be
                  named as additional insured parties under the aforesaid Event
                  insurance policies. In addition, CART will exercise reasonable
                  efforts at no additional cost to cause the secured lenders
                  identified in Appendix F to be named as additional insured
                  parties.


5.       CONDITION OF TRACK

         CMS shall deliver the Track to CART in clean condition, in
substantially the same condition as that existing during CMS' conduct of the
three previous CART races, with all facilities related to the Track to be leased
to CART being in good repair. CART shall return the Track to CMS in the same
condition as received, normal wear and tear and damages by the elements
excepted.


6.       RENT

         A.       CART shall pay as basic rent for the Track eight hundred fifty
                  thousand dollars ($850,000.00), less the total amount of the
                  outstanding CMS indebtedness to CART related to the 2001 CART
                  race, as of the date hereof, which the parties agree to be two
                  hundred seventy two thousand one hundred twenty five dollars
                  ($272,125.00) payable as follows:


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Mr. Gene Haskett
February 21, 2002
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                  (i)      Two hundred eighty eight thousand nine hundred thirty
                           seven dollars and fifty cents ($288,937.50) upon the
                           execution of this Letter of Agreement, its approval
                           by the Board of Directors of Championship Auto Racing
                           Teams, Inc. and upon securing all necessary third
                           party consents, approvals, permits, and licenses as
                           required herein for CART to conduct the Event; and

                  (ii)     Two hundred eighty eight thousand nine hundred thirty
                           seven dollars and fifty cents ($288,937.50) upon
                           delivery of possession of the Track by CMS to CART on
                           June 16, 2002.

         B.       In addition, CART shall provide CMS at no charge:

                  (i)      Two sky suites (including food and beverage); and

                  (ii)     One motorhome location.

         C.       The gross rent provided herein shall be considered an Event
                  Expense.


7.       COMMERCIAL RIGHTS

         CART shall own and have exclusive control over all commercial rights to
the Event including but not limited to ticket sales, catering, concessions,
hospitality, signage, sponsorships, parking, program sales, etc. Revenues for
the 2001 event are reflected in the 2001 Financial Statements, a copy of which
are attached hereto as Appendix C. Revenues generated from the exercise of such
commercial rights for the 2002 Event shall be considered Event Revenues. CMS
agrees to execute appropriate assignments to CART of any existing agreements
with respect to such commercial rights, and to obtain any necessary third party
consents to such assignments, including but not limited to the liquor
licenses/permits held by NJC if not otherwise available via the Event
concessionaire. CMS shall provide CART for CART's exclusive use CMS' ticket
buyers mailing list and all information regarding corporate hospitality/suite
customers at the Chicago Event.


8.       EVENT EXPENSES

         A.       Except as otherwise provided in this Letter of Agreement, the
                  costs associated with the organization, promotion, sanctioning
                  and conduct of this Event shall be borne by CART ("Event
                  Expenses").

         B.       Expense items included in Event Expenses will be substantially
                  consistent with


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Mr. Gene Haskett
February 21, 2002
Page -5-

                  the 2002 pro-forma Financial Statements, a copy of which are
                  attached hereto as Appendix D.

         C.       CART will be responsible for the reasonable cost of converting
                  the Track from horse racing to auto racing, which shall be an
                  Event Expense, and shall be paid on or before June 2, 2002. If
                  the facility is used by CMS for any other permitted major
                  motorsport event, the cost will be allocated between such
                  events. The amount of such cost shall be limited to CMS'
                  actual expenses associated with such track conversion, but
                  shall not exceed the amount of four hundred eighty two
                  thousand dollars ($482,000.00).

9.       REVENUE SHARING

         A.       CMS shall receive fifty percent (50%) of any Net Income
                  generated from the Event, defined as the amount of the Event
                  Revenues less the amount of the Event Expenses. If Event
                  Expenses exceed Event Revenues, CMS shall not be responsible
                  for any resulting net losses from the Event.

         B.       CART shall provide all accounting for the Event in accordance
                  with generally accepted accounting principles, and a statement
                  of account, together with payment of the aforesaid amount, if
                  any, shall be provided by CART to CMS within 60 days after the
                  Event. CART shall maintain or cause to be maintained records,
                  statements, and accounts concerning the operation of the
                  Event. All the books of the Event will be open for inspection
                  and examination by CMS or such person as CMS may designate,
                  upon reasonable notice during normal business hours.


10.      TERM AND TERMINATION

         A.       This Letter of Agreement shall terminate upon the expiration
                  of the 2002 Event Lease Term, unless otherwise extended or
                  terminated as provided herein.

         B.       This Letter of Agreement shall immediately terminate at the
                  election of either party in the event that:

                  (i)      The whole or any material portion of the Track shall
                           be condemned or taken by eminent domain;

                  (ii)     CART shall be denied any necessary permits or
                           licenses to conduct the vehicular races contemplated
                           herein by the appropriate governmental issuing
                           authorities, after diligent efforts on the part of
                           CART or its agents to secure said permits and
                           licenses;


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Mr. Gene Haskett
February 21, 2002
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                  (iii)    The other party fails to observe or perform any of
                           its material obligations hereunder and does not
                           remedy such breach within five days after being
                           called upon to do so by written notice; or

                  (iv)     The other party becomes bankrupt (voluntary or
                           involuntary), insolvent, enters into liquidation, or
                           has a receiver or administrator appointed over all or
                           part of its property or assets.

         C.       Termination of this Letter of Agreement (or any extension
                  thereof) shall be without prejudice to any existing rights and
                  claims that the terminating party may have against the other,
                  and shall not relieve such other party from fulfilling the
                  obligations accrued prior to such termination. Notwithstanding
                  the foregoing, the Sanction Agreement shall be terminated and
                  all liabilities thereunder shall be discharged and released as
                  provided in Paragraph 15 below. The following sections of the
                  Sanction Agreement shall survive its termination as herein
                  provided, and shall thereby be incorporated herein by
                  reference to the extent applicable: Paragraphs 1(C) (other
                  major motor racing events), 9(B) (force majeure), 23
                  (broadcast rights), 37 (indemnity - with respect to the
                  previous CART events promoted by CMS), 40 (choice of law), 44
                  (reputation of the parties), and 45 (confidentiality).


11.      REPRESENTATIONS AND WARRANTIES

         A.       CMS and CART each represent and warrant to the other that it
                  has full right, power, and authority to enter into this Letter
                  of Agreement and execute and deliver this Letter of Agreement
                  and perform the transactions contemplated herein and that the
                  execution and delivery of this Letter of Agreement and the
                  consummation thereby will not result in the breach of any
                  agreement or undertaking by which it or its affiliated
                  entities are bound, or violate any order, injunction or decree
                  of any court, administrative agency or governmental body.

         B.       CMS represents and warrants that all of its third party
                  agreements associated with the Track or any automobile racing
                  activities at the Track are identified in Appendix E, attached
                  hereto. CMS represents and warrants that each of said
                  agreements is in full force and effect, and that, except as
                  otherwise disclosed, no consents from any such third parties
                  are required for the transactions contemplated herein. CMS
                  shall indemnify and hold CART harmless from and against any
                  claims, demands, causes of action, or damages (including
                  attorneys' fees) arising out of a breach by CMS of any such
                  third party agreements.

         C.       CMS represents and warrants that all of its secured lenders
                  and any other lenders holding security interests in the real
                  property and improvements known as


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Mr. Gene Haskett
February 21, 2002
Page -7-

                  Sportsman's Park or any equipment, fixtures, contract rights,
                  receivables, or other tangible or intangible assets of CMS or
                  Sportsman's Park are identified in Appendix F, attached
                  hereto. CMS represents and warrants that each and every such
                  loan agreement and security agreement is in full force and
                  effect and that it has the consent from each such secured
                  lender to enter into the transactions contemplated herein. CMS
                  will provide CART with suitable written confirmation of the
                  foregoing. CMS shall indemnify and hold CART harmless from and
                  against any claims, demands, causes of action, or damages
                  (including attorneys' fees) arising out of a breach by CMS of
                  any such loan or security agreements.

         D.       A breach of any of the aforesaid representations and
                  warranties shall constitute a material breach of this Letter
                  of Agreement.

12.      RELATIONSHIP OF THE PARTIES

         For all purposes hereunder, the relationship of the parties shall be
that of lessor and lessee and under no circumstances shall this Letter of
Agreement be construed as a joint venture or partnership and the parties shall
have no power to obligate or bind the other in any manner whatsoever, other than
as specifically provided for herein.

13.      ASSIGNMENT AND SUBLETTING

         CMS and CART may not assign or sublet their rights or obligations under
this Letter of Agreement.

14.      PUBLIC DISCLOSURES

         All media releases, public announcements and public disclosures by
either party or its employees or agents relating to this Letter of Agreement,
but not including any announcement intended solely for internal dissemination or
any disclosure required by legal, accounting or regulatory requirements, shall
be coordinated with and approved by the other in writing prior to the release
thereof.

15.      MUTUAL RELEASES

         Upon completion of the 2002 Event or in the event of a force majeure as
defined in the Sanction Agreement resulting in the cancellation of the 2002
Event, the parties agree to execute mutually acceptable agreements releasing the
other party and its principals from any and all preexisting liabilities,
including those related to the Sanction Agreement, but exclusive of any
liabilities based on breach of this Letter of Agreement. Such agreements shall
be substantially in


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Mr. Gene Haskett
February 21, 2002
Page -8-

the form as those attached hereto as Appendix H.

16.      OTHER EVENTS

         Chip Ganassi and NJC shall have a reasonable right of first negotiation
and a right of first refusal, exercisable , if at all, within 30 days following
notice of a bona fide offer received from a third party, for involvement in the
promotion of a street course race in downtown Chicago, should CART determine to
sanction and/or promote such a race within the next three years.


17.      TRADEMARK LICENSE

         A.       CMS grants CART the nonexclusive, nontransferable right to use
                  CMS' trademarks and the Event logos identified in Appendix G
                  attached hereto (the "Marks"), in conjunction with the
                  organization, promotion and conduct of automobile racing
                  events at the Track, at no additional cost to CART.

         B.       CART shall insure that the Marks are used only as previously
                  approved in writing by CMS. CART shall submit to CMS for its
                  prior written approval representative samples of the
                  advertising, promotional or other material containing the
                  Marks prior to their release to the public. Such approval
                  shall be deemed to have been given if a written notice to the
                  contrary is not received by CART within three business days
                  following the date of submission for approval.

18.      ENTIRE AGREEMENT

         This Letter of Agreement together with the terms of the Sanction
Agreement not amended or superceded hereby sets forth the entire agreement
between the parties and may not be modified or changed unless otherwise set
forth in writing and signed by both parties. In the event of a conflict between
this Letter of Agreement and the Sanction Agreement, the terms of this Letter of
Agreement shall prevail.

         If you agree with the terms of this Letter of Agreement, please sign
and return the enclosed copy.

                                  Sincerely,

                                  CART, Inc.


                                  By:_________________________________
                                           Chris Pook


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Mr. Gene Haskett
February 21, 2002
Page -9-

                                  Its:     President and Chief Executive Officer


Accepted and approved:

Chicago Motor Speedway, L.L.C.

By:____________________________________
         Gene Haskett

Its:     Chief Executive Officer

Dated:__________________________________






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Mr. Gene Haskett
February 21, 2002
Page -10-



                                   APPENDIX A

                          CART, INC. SANCTION AGREEMENT





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Mr. Gene Haskett
February 21, 2002
Page -11-


                                   APPENDIX B

                                 LEASE AGREEMENT




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Mr. Gene Haskett
February 21, 2002
Page -12-


                                   APPENDIX C

                            2001 FINANCIAL STATEMENTS





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Mr. Gene Haskett
February 21, 2002
Page -13-


                                   APPENDIX D

                       2002 PRO-FORMA FINANCIAL STATEMENTS





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Mr. Gene Haskett
February 21, 2002
Page -14-


                                   APPENDIX E

                             THIRD PARTY AGREEMENTS


1.       BUONA Companies, L.L.C. - concessionaire




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Mr. Gene Haskett
February 21, 2002
Page -15-


                                   APPENDIX F

                                 SECURED LENDERS


1.       Harris Trust and Savings Bank

2.       LaSalle Bank National Association (formerly know as LaSalle National
         Bank)

3.       The Mid-City National Bank

4.       First Tennessee Bank National Association

5.       PNC Bank National Association





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Mr. Gene Haskett
February 21, 2002
Page -16-


                                   APPENDIX G

                         CMS' TRADEMARKS AND EVENT LOGOS
                                [TO BE ATTACHED]




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Mr. Gene Haskett
February 21, 2002
Page -17-




APPENDIX H

MUTUAL RELEASE AGREEMENT