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                                                                     EXHIBIT 4.1

                           SPEEDWAY MOTORSPORTS, INC.
                             1994 STOCK OPTION PLAN
                              AMENDED AND RESTATED
                                   MAY 9, 2002

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

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

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

     3. Stock Available for Options. There shall be available for options under
the Plan a total of 4,000,000 shares of Stock, subject to any adjustments which
may be made pursuant to Section 5(f) hereof. Shares of Stock used for purposes
of the Plan may be either authorized and unissued shares, or previously issued
shares held in treasury of the Company, or both. Shares of Stock covered by
options which have terminated or expired prior to exercise or which have been
tendered as payment upon exercise of other options pursuant to Section 5(c),
shall be available for further option grants hereunder.

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

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

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

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

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

        (d) Effect of Termination of Employment.

            (i) An option may not be exercised after the Optionee has ceased to
        be in the employ of the Company or any Subsidiary for any reason other
        than the Optionee's death, Disability or Involuntary Termination Without
        Cause. Any cessation of employment, for purposes of incentive stock
        options only, shall include any leave of absence in excess of 90 days
        unless the

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     Optionee's reemployment rights are guaranteed by law or by contract.
     "Cause" shall mean any act, action or series of acts or actions or any
     omission, omissions, or series of omissions which result in, or which have
     the effect of resulting in, (i) the commission of a crime by the Optionee
     involving moral turpitude, which crime has a material adverse impact on the
     Company, (ii) gross negligence or willful misconduct which is continuous
     and results in material damage to the Company, or (iii) the continuous,
     willful failure of the person in question to follow the reasonable
     directives of the Board of Directors. "Disability" shall mean the inability
     or failure of a person to perform those duties for the Company
     traditionally assigned to and performed by such person because of the
     person's then-existing physical or mental condition, impairment or
     incapacity. The fact of disability shall be determined by the Committee,
     which may consider such evidence as it considers desirable under the
     circumstances, the determination of which shall be final and binding upon
     all parties. "Involuntary Termination Without Cause" shall mean either (i)
     the dismissal of, or the request for the resignation of, a person, by court
     order, order of any court-appointed liquidator or trustee of the Company,
     or the order or request of any creditors' committee of the Company
     constituted under the federal bankruptcy laws, provided that such order or
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     request contains no specific reference to Cause; or (ii) the dismissal of,
     or the request for the resignation of, a person, by a duly constituted
     corporate officer of the Company, or by the Board, for any reason other
     than for Cause.

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

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

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

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

     (e) Nontransferability of Options. During the lifetime of an Optionee,
options held by such Optionee shall be exercisable only by him. No option shall
be transferable other than by will or the laws of descent and distribution.

     (f) Adjustments for Change in Stock Subject to Plan. In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering or any other change in the
corporate structure or shares of the Company, (i) except as provided in clause
(ii)

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     below, the Committee shall make such adjustments, if any, as it deems
     appropriate in the number and kind of shares covered by outstanding
     options, or in the option price per share, or both, and (ii) the Board of
     Directors of the Company shall make such adjustments, if any, as it deems
     appropriate in the number and kind of shares covered by outstanding
     options, or in the option price per share, or both, with respect to options
     held by directors of the Company.

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

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

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

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

     6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the

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meaning of Section 422 of the Code, provided, however, that (a) the aggregate
market value of the Stock with respect to which incentive stock options are
exercisable for the first time by the Optionee during any calendar year shall
not exceed the limitation set forth in Section 422(d) of the Code and (b)
Section 5(d)(ii) hereof shall not apply to any incentive stock option.

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

     8. Effectiveness of Plan. The Plan will not be made effective unless
approved before December 21, 1995 by a majority of the votes cast thereon by the
stockholders of the Company at a meeting of stockholders duly called and held
for such purpose or by unanimous written consent of such stockholders, and no
option granted hereunder shall be exercisable prior to such approval.

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

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

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