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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED
                    STOCKHOLDER OPTION AND VOTING AGREEMENT
                     BETWEEN CARRIE B. DEWITT, STOCKHOLDER
          PENSKE ACQUISITION AND  PENSKE MOTORSPORTS, INC., PURCHASER



THIS AMENDED AND RESTATED STOCKHOLDER OPTION AND VOTING AGREEMENT (the
"Agreement") is made and entered as of April 1, 1997, by and between CARRIE B.
DEWITT (the "Stockholder") and PENSKE ACQUISITION, INC. ("PA"), a North
Carolina corporation, and PENSKE MOTORSPORTS, INC., ("PMI") a Delaware
corporation (sometimes together referred to as the "Purchaser").

A.  Purchaser desires to purchase from Stockholder and Stockholder desires to 
    sell to Purchaser the 1,461,378 (65.3%) (collectively, the "Shares") of the
    2,236,830 outstanding shares of common stock (the "NCMS Common Stock"), 
    $0.25 par value per share, of North Carolina Motor Speedway, Inc., a North 
    Carolina corporation (the "Company") owned by Stockholder.  To that end, 
    Stockholder desires to grant Purchaser an option to purchase the Shares and
    Purchaser desires to grant to Stockholder the ability to cause Purchaser to
    purchase the Shares.

B.  In addition, Purchaser proposes to enter into an Agreement and Plan of 
    Merger (the "Merger Agreement") with the Company pursuant to which 
    Purchaser, through PA, proposes to acquire the entire equity interest in 
    the Company by means of a merger (the "Merger") of the Company with 
    Purchaser or an affiliate of the Purchaser in which each share of NCMS 
    Common Stock of the Company (other than those owned by shareholders who 
    properly exercise dissenters' rights) would be converted into the right to 
    receive, at the option of the holder, either .620333 shares of Common Stock
    of PMI, $0.01 par value per share ("PMI Common Stock"), or $18.61 per share
    in cash, without interest.

C.  The Stockholder has heretofore granted to PMI a right of first refusal with
    respect to the Shares.

D.  The Purchaser has requested that the Stockholder enter into this Agreement 
    in exchange for the consideration set forth herein, to set forth the terms 
    and conditions of the mutual options and to cause Stockholder to vote the
    Shares in favor of the Merger and take other actions necessary to the
    consummation of the Merger as more fully set forth herein.

THEREFORE the parties hereto agree as follows:
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1.       OPTION AND CONDITIONS:
         ---------------------

         (a)     OPTIONS.  In consideration of (i) a cash payment in the amount
                 of $1,400,000, deposited in escrow by Purchaser with Moore &
                 Van Allen, PLLC (the "Escrow Agent") for disposition in
                 accordance with the escrow agreement attached as Exhibit A
                 hereto, and (ii) the other consideration set forth in Section
                 2 below, the Stockholder hereby grants Purchaser all of the
                 following:

                 (i)      An irrevocable option (the "Merger Option") to
                          require the Stockholder to exchange all (but not less
                          than all) of the Shares in the Merger for that number
                          of shares of PMI Common Stock determined in
                          accordance with the Merger Agreement which shall be
                          906,541.5 shares of PMI Common Stock.

                 (ii)     An irrevocable option (the "Purchase Option") to
                          purchase from Stockholder all of the Shares in
                          exchange for 906,541.5 shares of PMI Common Stock.
                          In addition to the approximately 906,541.5 shares of
                          PMI Common Stock, PMI agrees to pay to Stockholder
                          all income taxes due or to become due, less
                          $1,400,000, and which result directly from the
                          issuance of the 906,541.5 shares to Stockholder as a
                          result of Purchaser's exercise of the Purchase
                          Option, and grossed up to reflect the income taxes
                          due as a result of the payment of such tax
                          liabilities by PMI (the 906,541.5 shares of PMI
                          common stock and the other consideration in this
                          Section are hereby collectively referred to as
                          "Purchase Consideration").  Such amounts due shall be
                          paid by Purchaser to Stockholder within 10 days prior
                          to the due date for each of such taxes.  In
                          exercising the Purchase Option, Purchaser and
                          Stockholder agree to negotiate in good faith to
                          determine the Purchase Consideration payable upon
                          exercise of the Purchase Options in lieu of the
                          Purchase Consideration, which is acceptable to
                          Stockholder, in her discretion, to enable the
                          Purchaser to purchase the Shares upon exercise of the
                          Purchase Option in a transaction substantially
                          tax-free to Stockholder.  On the terms and subject to
                          the condition of this Agreement, the Purchase Option
                          may be exercised by written notice to the Stockholder
                          specifying a place and date for the closing not later
                          than sixty days from the date of such notice.  The
                          Merger Option and the Purchase Option are sometimes
                          collectively referred to herein as the "Option" and
                          the shares of PMI Common Stock issuable and received
                          by Stockholder upon PMI's exercise of either Option
                          are herein referred to as the "DeWitt PMI Shares".

         (b)     ADDITIONAL COVENANTS AND CONDITIONS:  Stockholder's obligation
                 to exchange the Shares in the Merger under the Merger Option
                 is subject to




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                 Stockholder's receipt of each of the considerations set forth 
                 below, and the Stockholder's obligation to transfer the Shares
                 in the Purchase Option is subject to each of the 
                 considerations set forth in clauses (ii) and (iii) below.

                 (i)      Purchaser shall provide the favorable opinion of a
                          legal or accounting firm, in form and substance
                          satisfactory to the Stockholder, and, to the extent
                          possible under the ruling guidelines of the Internal
                          Revenue Service, obtain a private letter ruling from
                          the Internal Revenue Service which provides, in all
                          material respects, (i) that the Merger shall
                          constitute a tax-free reorganization pursuant to the
                          provisions of Section 368 of the Internal Revenue
                          Code of 1986, as amended; and (ii) identifying the
                          amount, if any, of taxable "boot" to be received by
                          the Stockholder in connection with the Merger, if
                          any.

                 (ii)     The shares of PMI Common Stock issued to Stockholder
                          upon exercise by Purchaser of either Option or upon
                          exercise of the Put Option (as defined below) will be
                          the subject of a registration statement declared
                          effective by the Securities Exchange Commission
                          pursuant to the Securities Act of 1933, and shall be
                          registered or exempt from registration under all
                          applicable state securities laws;

                 (iii)    PSH Corp., a Delaware corporation ("PSH"), will
                          execute and deliver to Stockholder a written
                          undertaking in form satisfactory to Stockholder
                          providing that in the event Stockholder acquires
                          DeWitt PMI Shares pursuant to the Merger, upon
                          Stockholder's death and upon written request of
                          Stockholder's estate at any time within seven (7)
                          months following the later to occur of (i) the date
                          of the Stockholder's death and (ii) the date of the
                          Merger, that PMI at PMI's sole cost and expense,
                          arrange for a secondary public offering of part or
                          all of the DeWitt PMI Shares (the "Request"), the net
                          proceeds of which shall not be less than the Minimum
                          Value (as defined below) multiplied by the number of
                          DeWitt PMI Shares being sold (which amount shall be
                          paid to Stockholder's estate not later than sixty
                          (60) days after the Request).  In the written
                          undertaking, PSH shall also agree that, in the event
                          of Stockholder's death, and if the secondary offering
                          referred to in the preceding sentence cannot be
                          accomplished and the proceeds paid to the
                          Stockholder's estate within sixty (60) days after the
                          Request on the terms set forth herein (unless due to
                          the fault of Stockholder's estate), then the
                          Stockholder's estate can require PSH to purchase, by
                          the earlier of (x) the date eight and one-half (8.5)
                          months following the later to occur of (i) the date
                          of Stockholder's death and (ii) the date of the
                          Merger and (y) the date




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                          which is thirty (30) days after the date when PSH 
                          notifies the estate (or it otherwise becomes 
                          apparent) that PSH cannot accomplish such secondary 
                          offering, up to $27,000,000 in value of the DeWitt 
                          PMI Shares at a purchase price equal to the greater 
                          of (i) the then fair market value of the DeWitt PMI 
                          Shares tendered by Stockholder's estate, or (ii) the 
                          Minimum Value per DeWitt PMI Share (subject to 
                          adjustment for any increase or decrease or other 
                          adjustment in the PMI Common Stock by reason of stock
                          dividends, split-up, recapitalizations, combinations,
                          exchanges of shares or the like).  The Stockholder's 
                          estate at the request of PSH may (but shall not be 
                          required to) extend any time periods provided herein 
                          upon arrangements satisfactory to the Stockholder's 
                          estate that provide for any necessary interim 
                          financing including, without limitation, requiring 
                          that PSH pay interest thereon, of estate taxes and a 
                          satisfactory extension of the Letter of Credit (as
                          hereinafter defined).

                          In the event Stockholder or Stockholder's estate
                          desires to transfer the DeWitt PMI Shares, or upon
                          the Request by the Stockholder's estate for a
                          secondary public offering of the DeWitt PMI Shares as
                          provided above, PSH will have the right for 60 days
                          after the date of the Request, and prior to the
                          commencement of a secondary public offering, to
                          purchase the DeWitt PMI Shares proposed to be
                          transferred by Stockholder or tendered by
                          Stockholder's estate at a purchase price equal to the
                          greater of (i) the then fair market value of the
                          DeWitt PMI Shares tendered by Stockholder or
                          Stockholder's estate, or (ii) the Minimum Value.  For
                          purposes of this Agreement, the "Minimum Value" for
                          the DeWitt PMI Shares shall be $30.00 per share.  The
                          undertaking of PSH under this paragraph 1(b)(iii)
                          shall be secured by an irrevocable direct pay letter
                          of credit in a face amount equal to $27,000,000 from
                          a banking institution, substantially in the form
                          attached as Exhibit B hereto and otherwise
                          satisfactory to Stockholder (the "Letter of Credit"),
                          maintained at the expense of PSH for the term of
                          PSH's commitments under this Paragraph 1(b)(iii).

                          Provided, that in the event Stockholder or
                          Stockholder's estate sells or transfers part or all
                          of the DeWitt PMI Shares prior to or in connection
                          with the exercise of rights under this paragraph,
                          then the total obligation of Purchaser and PSH to
                          purchase up to $27,000,000 in value of the DeWitt PMI
                          Shares and the amount of the Letter of Credit
                          securing such obligation shall be reduced by the
                          amount equal to the number of DeWitt PMI Shares sold
                          or transferred multiplied by $30.00 per share.




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                          In the event of sale or transfer of all or any part
                          of the PMI Shares to Purchaser or any other
                          transferee under this paragraph 1(b)(iii), such
                          DeWitt PMI Shares shall be transferred free and clear
                          of any and all liens, pledges, claims, security
                          interests or encumbrances of any nature.

                 (iv)     PSH shall also execute and deliver to Stockholder a
                          written undertaking in form and substance
                          satisfactory to Stockholder that provides that in the
                          event the Purchase Option is exercised, and the
                          Purchaser purchases the Shares of Stockholder
                          pursuant to the Purchase Option, then upon the
                          earlier of the Stockholder's death or after the
                          expiration of one year from the date of such
                          purchase, upon written request of the Stockholder or
                          the Stockholder's estate at any time before the date
                          seven (7) months following the later to occur of
                          (i) the date of Stockholder's death and (ii) the date
                          Stockholder or Stockholder's estate acquires the
                          DeWitt PMI Shares pursuant to an exercise of the
                          Purchase Option, PMI at PMI's sole cost and expense,
                          arrange for a secondary public offering  of part or
                          all of the DeWitt PMI Shares (the "Alternative
                          Request"), the net proceeds of which shall not be
                          less than the Minimum Value multiplied by the number
                          of DeWitt PMI  Shares being sold (which amount shall
                          be paid to Stockholder or Stockholder's estate not
                          later than sixty (60) days after the Alternative
                          Request).  In the written undertaking, PSH shall also
                          agree that if the secondary offering referred to in
                          the preceding sentence cannot be accomplished and the
                          proceeds paid to the Stockholder's estate within
                          sixty (60) days after the Alternative Request on the
                          terms set forth herein (unless due to the fault of
                          Stockholder), then the Stockholder's estate can
                          require PSH to purchase, by the date which is thirty
                          (30) days after the date when PSH notifies the
                          Stockholder or the Stockholder's estate (or it
                          otherwise becomes apparent) that PSH cannot
                          accomplish such secondary offering, up to $27,000,000
                          in value of the DeWitt PMI Shares at a purchase price
                          equal to the greater of (i) the then fair market
                          value of the DeWitt PMI  Shares tendered by the
                          Stockholder or the Stockholder's estate, or (ii) the
                          Minimum Value per DeWitt PMI Share (subject to
                          adjustment for any increase or decrease or other
                          adjustment in the  PMI Common Stock by reason of
                          stock dividends, split-up, recapitalizations,
                          combinations, exchanges of shares or the like) being
                          sold.  The Stockholder or the Stockholder's estate at
                          the request of PSH may (but shall not be required to)
                          extend any time periods provided herein upon
                          arrangements satisfactory to the Stockholder or the
                          Stockholder's estate that provide for any necessary
                          interim financing, including, without limitation,
                          requiring that PSH pay interest thereon, of




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                          estate taxes and a satisfactory extension of the 
                          Letter of Credit (as hereinafter defined).

                          In the event Stockholder or Stockholder's estate
                          desires to transfer the DeWitt PMI Shares, or upon
                          the Alternate Request by the Stockholder or the
                          Stockholder's estate for a secondary public offering
                          of the DeWitt PMI Shares as provided above, PSH will
                          have the right for 60 days after the date of the
                          Alternate Request, and prior to the commencement of a
                          secondary public offering, to purchase the DeWitt PMI
                          Shares proposed to be transferred by Stockholder or
                          tendered by Stockholder's estate at a purchase price
                          equal to the greater of (i) the then fair market
                          value of the DeWitt PMI Shares tendered by
                          Stockholder or Stockholder's estate, or (ii) the
                          Minimum Value.  The undertaking of PSH under this
                          paragraph 1(b)(iv) shall be secured by the Letter of
                          Credit, but without the requirement for delivery of a
                          death certificate of Stockholder as a condition to
                          draw thereunder.  Such Letter of Credit shall be
                          maintained at the expense of PSH for the term of
                          PSH's commitments under this Paragraph 1(b)(iv).

                          Provided, that in the event Stockholder or
                          Stockholder's estate sells or transfers part or all
                          of the DeWitt PMI Shares prior to or in connection
                          with the exercise of rights under this paragraph,
                          then the total obligation of Purchaser and PSH to
                          purchase up to $27,000,000 in value of the DeWitt PMI
                          Shares and the amount of the Letter of Credit
                          securing such obligation shall be reduced by the
                          amount equal to the number of DeWitt PMI Shares sold
                          or transferred multiplied by $30.00 per share.

                          In the event of sale or transfer of all or any part
                          of the PMI Shares to Purchaser or any other
                          transferee under this paragraph 1(b)(iv), such DeWitt
                          PMI  Shares shall be transferred free and clear of
                          any and all liens, pledges, claims, security
                          interests or encumbrances of any nature.

                 (v)      PSH will execute and deliver to Stockholder a written
                          undertaking in form satisfactory to Stockholder
                          providing that in the event that Stockholder acquires
                          shares of PMI Common Stock pursuant to the Put Option
                          (as defined below), within seven (7) months following
                          the later to occur of (i) the date of the
                          Stockholder's death and (ii) the date of
                          Stockholder's delivery of notice of exercise of the
                          Put Option, PMI at PMI's sole cost and expense,
                          arrange for a secondary public offering of part or
                          all of the DeWitt PMI Shares then held by the
                          Stockholder's estate (the "Put Request"), the net
                          proceeds of which shall not be less than the Minimum
                          Value multiplied by the number of DeWitt PMI Shares
                          being sold (which




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                          amount shall be paid to Stockholder's estate not
                          later than sixty (60) days after the Put Request). 
                          In the written undertaking, PSH shall also agree
                          that, in the event of Stockholder's death, and if the
                          secondary offering referred to in the preceding
                          sentence cannot be accomplished and the proceeds paid
                          to the Stockholder or the Stockholder's estate within
                          sixty (60) days after the Put Request on the terms
                          set forth herein (unless due to the fault of
                          Stockholder or the Stockholder's estate), then the
                          Stockholder or the Stockholder's estate, as the case
                          may be, can require PSH, by the earlier of (x) the
                          date eight and one-half (8.5) months following the
                          later to occur of (i) the date of Stockholder's death
                          and (ii) the date of Stockholder's delivery of notice
                          of exercise of the Put Option, and (y) the date which
                          is thirty (30) days after the date when PSH notifies
                          the estate (or it otherwise becomes apparent) that
                          PSH cannot accomplish such secondary offering, to
                          purchase up to $27,000,000 in value of the DeWitt PMI
                          Shares at a purchase price equal to the greater of
                          (i) the then fair market value of the DeWitt PMI
                          Shares tendered by Stockholder's estate, or (ii) the
                          Minimum Value per DeWitt PMI Share (subject to
                          adjustment for any increase or decrease or other
                          adjustment in the PMI Common Stock by reason of stock
                          dividends, split-up, recapitalizations, combinations,
                          exchanges of shares or the like) being sold.  In the
                          written undertaking, PSH shall also agree to pay to
                          Stockholder's estate, by the date nine (9) months
                          after the date of Stockholder's death, an amount
                          equal to the aggregate of the difference between the
                          Minimum Value and the gross sale price per share of
                          DeWitt PMI Shares sold by the Stockholder or the
                          Stockholder's estate prior to such date; provided
                          that the Stockholder's estate provides to PSH
                          reasonable documentation establishing the gross sale
                          price of DeWitt PMI Shares sold.  The Stockholder's
                          estate at the request of PSH may (but shall not be
                          required to) extend any time periods provided herein
                          upon arrangements satisfactory to the Stockholder's
                          estate that provide for any necessary interim
                          financing, including, without limitation, requiring
                          that PSH pay interest thereon, of estate taxes
                          and a satisfactory extension of the Letter  
                          of Credit.
        
                          In the event Stockholder or Stockholder's estate
                          desires to transfer the DeWitt PMI Shares, or upon
                          the Put Request by the Stockholder's estate for a
                          secondary public offering of the DeWitt PMI Shares as
                          provided above, PSH will have the right for 60 days
                          after the date of the Put Request, and prior to the
                          commencement of a secondary public offering, to
                          purchase the DeWitt PMI Shares proposed to be
                          transferred by Stockholder or tendered by
                          Stockholder's estate at a purchase price equal to the
                          greater of (i)





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                          the then fair market value of the DeWitt PMI Shares
                          tendered by Stockholder or Stockholder's estate, or
                          (ii) the Minimum Value.  The undertaking of PSH under
                          this Paragraph 1(b)(v) shall be secured by the Letter
                          of Credit, maintained at the expense of PSH   for the
                          term of PSH's commitments under this Paragraph 1(b)
                          (v).
        
                          Provided, that in the event Stockholder or
                          Stockholder's estate sells or transfers part or all
                          of the DeWitt PMI Shares prior to or in connection
                          with the exercise of rights under this paragraph,
                          then the total obligation of Purchaser and PSH to
                          purchase up to $27,000,000 in value of the DeWitt PMI
                          Shares and the amount of the Letter of Credit
                          securing such obligation shall be reduced by the
                          amount equal to the number of DeWitt PMI Shares sold
                          or transferred multiplied by the gross sale price per
                          share of DeWitt PMI Shares sold.

                          In the event of sale or transfer of all or any part
                          of the PMI Shares to Purchaser or any other
                          transferee under this paragraph 1(b)(v), such DeWitt
                          PMI  Shares shall be transferred free and clear of
                          any and all liens, pledges, claims, security
                          interests or encumbrances of any nature.

         (c)     COVENANT OF STOCKHOLDER:  Stockholder expressly covenants and
                 agrees that in the event of Purchaser's exercise of either
                 Option and/or the exchange of Shares in the Merger for the
                 DeWitt PMI Shares, Stockholder  will not dispose of, transfer,
                 sell, hypothecate, mortgage, pledge, or otherwise encumber the
                 DeWitt PMI Shares, provided, however, that Stockholder may
                 transfer the DeWitt PMI Shares to members of her immediate
                 family (including children, grandchildren, and great
                 grandchildren) or trusts for the benefit of the Stockholder
                 and her immediate family, so long as the transferees provide a
                 written undertaking reasonably acceptable to PMI that the
                 transferred DeWitt PMI Shares shall remain subject to this
                 Agreement.  The limitations on transfer in the immediately
                 preceding sentence, will expire on the first to occur of  (i)
                 the death of Stockholder, or (ii) two years following the date
                 of issuance of the DeWitt PMI Shares to Stockholder or, in the
                 event that Stockholder acquires the DeWitt PMI Shares pursuant
                 to the Put Option or the Purchase Option, one year following
                 the date of issuance of the DeWitt PMI Shares to Stockholder.

         (d)     PROCEDURE:  If the Merger is consummated, the Stockholder 
                 shall exchange all of the Shares in connection with such 
                 Merger in accordance with the terms and conditions thereof
                 and upon the effectiveness of the Merger, the PMI Shares 
                 received in the Merger in exchange for the Shares shall be 
                 deemed to be DeWitt PMI Shares for purposes of the provisions 
                 of this Agreement including without limitation Section 1(b)
                 (iii).





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         (e)     PUT:  At any time from and after the earlier of January 2,
                 1998 or September 2, 1997 if prior thereto neither party has
                 extended the term of this Agreement pursuant to Paragraph 13,
                 but prior to January 31, 1999, the Stockholder may cause
                 Purchaser to purchase the Shares at a price equal to the
                 Purchase Consideration (the "Put Option").  In the event of
                 Stockholder's exercise of the Put Option, Stockholder and
                 Purchaser agree to negotiate in good faith to determine the
                 purchase price consideration payable upon exercise of the Put
                 Option, in lieu of the Purchase Consideration, which is
                 acceptable to Stockholder, in her discretion, to enable the
                 Purchaser to purchase the Shares upon exercise of the Put
                 Option in a transaction substantially tax-free to Stockholder. 
                 As a condition to the Purchaser's obligation to close upon
                 exercise of the Put Option, no dividends or other
                 distributions of any kind shall be made by the Company to its
                 stockholders between the date of this Agreement and the date
                 of closing of the Put Option, except such cash dividends which
                 are consistent with the Company's historical practices.  On
                 the terms and subject to the conditions of this Agreement, the
                 Put Option may be exercised by written notice to the Purchaser
                 specifying a place and date for the closing not later than
                 sixty days from the date of such notice.  Purchaser hereby
                 covenants and agrees that upon closing of the Put Option, in
                 which the Purchase consideration is paid, Purchaser shall
                 satisfy the covenants and conditions contained in Section
                 1(b)(ii) and (iii) above. Stockholder may terminate the Put
                 Option at any time upon delivery of written notice to
                 Purchaser.
        
         (f)     PRICE FOR MINORITY SHARES:  In the event that Purchaser
                 purchases the Shares pursuant to the Purchase Option and the
                 Merger is not consummated, Purchaser, although not being
                 obligated to purchase any additional shares of NCMS Common
                 Stock, agrees that if it purchases or otherwise acquires any
                 such additional shares of NCMS Common Stock it shall pay to
                 all holders of such additional shares the highest      
                 consideration paid to any such holders.  

2.       PROXY:  In furtherance of the transactions contemplated by this
         Agreement, the Stockholder hereby grants to Purchaser an irrevocable
         proxy, duly executed by the lawful agents, attorneys, and proxies with
         full power of substitution, to vote in such manner as each such agent,
         attorney, and proxy or its substitute shall in its sole discretion
         deem proper, and otherwise act with respect to the Shares which the
         Stockholder is entitled to vote at any meeting (whether annual or
         special and whether or not an adjourned meeting) of the Company's
         stockholders or otherwise, and revoking any prior proxies granted by
         the Stockholder with respect to the Shares.  Such appointment of proxy
         shall be effective until the later of the termination of this
         Agreement or the termination of the Put Option.  Purchaser agrees that
         it will vote the Shares in favor of the Merger.






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3.       COVENANTS OF THE STOCKHOLDER:  Except as permitted by or in accordance
         with the provisions of this Agreement, the Stockholder agrees, until
         this Agreement has terminated, as follows:

         (a)     Not to sell, transfer, pledge, assign, or otherwise dispose
                 of, or enter into any contract, option, or other arrangement
                 or understanding with respect to the sale, transfer, pledge,
                 assignment, or other disposition of any Shares, other than to
                 the Purchaser or any affiliate thereof, without the prior
                 written approval of the Purchaser.  

         (b)     Not to acquire any  additional shares of NCMS Common Stock
                 without prior written approval of the Purchaser.
        
         (c)     Not to deposit any Shares into a voting trust or enter into a
                 voting agreement or deliver any proxy with respect to any
                 Shares except as contemplated in Paragraph 2 hereof;
        
         (d)     Not to solicit or encourage any party, other than Purchaser,
                 to acquire the Company or any of Stockholder's NCMS Common
                 Stock;
        
         (e)     To use her best efforts to call any special or annual meeting
                 of the Board of Directors of the Company or of the
                 stockholders of the Company in accordance with applicable law
                 and the Company's Charter and Bylaws, to consider such matters
                 as Purchaser may reasonably request in furtherance of the
                 transactions contemplated by this Agreement and in furtherance
                 of the Merger; and
        
         (f)     At the request of Purchaser, and if Stockholder is entitled to
                 vote the Shares, to vote the Shares in favor of the Merger at
                 any meeting of the stockholders of the Company called for
                 that purpose.

4.       REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER:  Stockholder
         represents and warrants to Purchaser as follows:

         (a)     The Shares are the only shares of NCMS Common Stock owned of
                 record or beneficially by the Stockholder or controlled by the
                 Stockholder, or in which the Stockholder, or anyone controlled
                 by the Stockholder, has any interest, and the Stockholder has
                 no right to acquire any other  shares of NCMS Common Stock.  

         (b)     The Stockholder has the right, power and authority to execute,
                 delivery, and perform this Agreement; such execution, deliver,
                 and performance will not to her knowledge violate or breach
                 any law, rule, or regulation, or any outstanding agreement or
                 instrument to which the Stockholder is a  




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                 party; including the Stock Escrow Agreement attached hereto as
                 Exhibit C, and this Agreement constitutes a legal, valid, and
                 binding agreement on the part of the Stockholder;
        
         (c)     The Shares have been duly issued and are fully paid and 
                 non-assessable;

         (d)     The Shares are now and will be at all times during the term of
                 the Agreement held by the Stockholder, free and clear of all
                 liens, claims, encumbrances and security interests of any
                 nature whatsoever; provided, however, that the Shares shall be
                 permitted to be held in escrow pursuant to the Stock Escrow
                 Agreement, a copy of which is attached hereto as Exhibit C;
        
         (e)     The Stockholder is knowledgeable about the Company's business
                 operations, and financial condition; is sophisticated in
                 business and financial matters; and understands the nature of
                 this Agreement and the transactions to which it relates; 

         (f)     Upon purchase of the Shares, Purchaser shall receive good and
                 marketable title to the shares, free of all liens, claims,
                 pledges, charges, encumbrances, and security interests,
                 (except for the Stock Escrow Agreement attached as Exhibit C,
                 which Stock Escrow Agreement shall not adversely affect
                 Stockholder's transactions contemplated hereby) and all of
                 such liens, claims, pledges, charges, encumbrances and
                 security interests would be terminated and of no further
                 effect upon transfer of the Shares by Stockholder to
                 Purchaser;   

         (g)     The Shares constitute more than fifty-one percent (51%) of all
                 issued and outstanding shares of NCMS Common Stock; and

         (h)     The Company has no other class of capital stock or other
                 equity securities issuable under any option or other right to
                 acquire such capital stock or equity securities other than the
                 NCMS Common Stock.
        
5.       REPRESENTATIONS AND WARRANTIES OF PURCHASER:  Purchaser hereby
         represents and warrants to the Stockholder as follows:

         (a)     Purchaser has all requisite corporate power and authority to
                 enter into and perform all of its obligations under this
                 Agreement; that the execution, delivery, and performance of
                 this Agreement and the consummation of the transactions
                 contemplated hereby have been duly authorized by all necessary
                 corporate action on the part of Purchaser; that such
                 execution, delivery and performance will not violate or breach
                 any law, rule or regulation or any outstanding agreement or
                 instrument to which Purchaser is a party;  and that this
                 Agreement has  been duly executed and delivered  


                                      11


<PAGE>   12


                 by Purchaser and constitutes a legal, valid, and binding
                 agreement on the part of the Purchaser;
        
         (b)     The Purchaser has exercised due diligence in investigating the
                 Company's business operations and financial condition, is
                 sophisticated in business and financial matters, and
                 understands the nature of this Agreement and the transaction
                 to which it relates;
        
         (c)     Upon closing of the transaction, Stockholder shall receive
                 good and marketable title to the DeWitt PMI Shares, free of
                 all liens, claims, pledges, charges, encumbrances, and
                 security interests of any nature whatsoever;
        
         (d)     Purchaser has no present plan or intentions to move any
                 NASCAR-sanctioned race currently being held at the North
                 Carolina Motor Speedway to any other venue; and
        
         (e)     Purchaser intends to continue the Company's current capital
                 expenditure plan as presented by the Stockholder to Purchaser.
        
6.       VOTING OF SHARES:  The Stockholder hereby agrees that, during the time
         this Agreement is in effect, at any meeting of the stockholders of the
         Company, however called, and in any action by written consent of the
         stockholders of the Company, shall not vote her Shares in favor of any
         action or agreement which would impede, interfere with, or attempt to
         discourage the Merger, the purchase by Purchaser of the Shares upon
         exercise of either Option, or Purchaser's attempts to satisfy the
         conditions to the exercise of either Option including but not limited
         to:

         (a)     Any extraordinary corporate transaction, such as a merger,
                 reorganization, or liquidation involving the Company or any of
                 its subsidiaries;
        
         (b)     A sale or transfer of a material amount of assets of the
                 Company or any of its subsidiaries;
        
         (c)     Any change in the management or board of directors of the
                 Company, except as otherwise agreed to in writing by
                 Purchaser;
        
         (d)     Any material change in the present capitalization or dividend
                 policy of the Company, except in furtherance of the
                 transactions contemplated by this Agreement; or 

         (e)     Any other material change in the Company's corporate structure
                 or business, except as directed by Purchaser in furtherance of
                 the transactions contemplated by this Agreement. 




                                     12
<PAGE>   13


7.       ADJUSTMENTS:  In the event of any increase or decrease or other change
         in the NCMS Common Stock or the PMI Common Stock by reason of stock
         dividends, split-up, recapitalizations, combinations, exchanges of
         shares, or the like, the number of shares of NCMS Common Stock subject
         to both Options and the price for the Shares and the number of shares
         of PMI Common Stock delivered at the Closing shall be adjusted
         appropriately.

8.       GOVERNING LAW:  This Agreement shall be governed by and construed in
         accordance with the laws of the State of North Carolina.

9.       FURTHER ASSURANCES:  Each party hereto shall perform such further acts
         and execute such further documents as may reasonably be required to
         carry out the provisions of this Agreement.

10.      ESCROW OF SHARES:  The parties acknowledge that the Shares have been
         deposited with C. Wells Hall, III, as escrow agent, pursuant to the
         Stock Escrow Agreement attached as Exhibit C hereto.  It shall be a
         condition to the closing of the transactions described herein that all
         necessary consents to the release of the Shares under the Stock Escrow
         Agreement have been obtained and the Stockholder will direct the
         Escrow Agent to deliver the certificates for the Shares to Purchaser
         in accordance with this Agreement.

11.      ASSIGNMENT:  This Agreement may not be assigned by any party hereto
         without the prior written consent of the other party.

12.      REMEDIES:  The Stockholder acknowledges that the Shares are unique and
         that the Purchaser will not have an adequate remedy at law if the
         Stockholder fails to perform any of its obligations hereunder.  Each
         party agrees that the other party shall have all remedies available to
         it at law or in equity in the event of a breach of this Agreement or
         failure by the breaching party to perform any of its obligations
         hereunder, including the right, in addition to any other rights the
         non-breaching party may have, to specific performance or equitable
         relief by way of injunction.

13.      TERMINATION:  Except as otherwise set forth herein with respect to
         specific provisions hereof (including Paragraphs 1(e) and 2), this
         Agreement shall terminate at 11:59 p.m., North Carolina time,
         September 2, 1997, provided that either party may extend this
         Agreement for an additional one hundred twenty (120) day period by
         written notice to the other party prior to September 2, 1997;
         provided, further, that in the event that Purchaser has exercised
         either Option on a timely basis hereunder but any party shall have
         been prevented from consummating the transactions contemplated by such
         Option by virtue of any court order, injunction or other judicial
         action to which such party has not consented, this Agreement shall
         continue for such reasonable time after such




                                     13
<PAGE>   14


         order, injunction or judicial action is set aside as to permit the
         consummation of such transactions, but in no event later than
         January 31, 1999.
        
14.      NOTICES:  All notices or other communications required or permitted
         hereunder shall be in writing (except as otherwise provided herein)
         and shall be deemed duly given if delivered in person, by cable, or
         telegram, or by certified mail, postage prepaid, addressed as follows:


         TO PURCHASER:            PENSKE MOTORSPORTS, INC.
                                  13400 WEST OUTER DRIVE
                                  DETROIT, MI 48239
                                  ATTENTION:  CHIEF EXECUTIVE OFFICER

         WITH COPIES TO:          PENSKE MOTORSPORTS, INC.
                                  13400 WEST OUTER DRIVE
                                  DETROIT, MI 48239
                                  ATTENTION:  GENERAL COUNSEL
                                  
         TO STOCKHOLDER:          MRS. CARRIE B. DEWITT
                                  PO BOX 70
                                  ELLERBE, NC  28338

         WITH COPIES TO:          RICHARD C. RAYBURN, JR.
                                  RAYBURN, MOON & SMITH, PA
                                  227 WEST TRADE STREET
                                  SUITE 1200
                                  CHARLOTTE, NC  28202


15.      EFFECT OF INVALIDITY:  Any term or provision of this Agreement which
         is invalid or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such invalidity or
         unenforceability without rendering invalid or unenforceable the
         remaining terms and provisions of this Agreement or affecting the
         validity or enforceability of any of the terms or provisions of this
         Agreement in any other jurisdiction.  If any provision of this
         Agreement is so broad as to be unenforceable, such provisions shall be
         interpreted to be only so broad as is enforceable; provided, however,
         that the parties acknowledge that the rights described in Section
         1(b)(iii) hereof are integral to this Agreement, and that if any of
         such rights shall be unenforceable, then this entire Agreement shall
         be voidable by Stockholder, and in the event this Agreement is voided
         by Stockholder on such grounds, the parties shall use their best
         efforts to return the parties to the status quo prior to execution of
         this Agreement.

16.      COUNTERPARTS:  This Agreement may be executed in counterparts, each of
         which shall be an original, but all of which together shall constitute
         one and the same agreement.



                                     14
<PAGE>   15


17.      BINDING EFFECT; BENEFITS:  This Agreement shall inure to the benefit
         of and shall be binding upon the parties hereto and their respective
         heirs, legal representatives, successors, and assigns.  Nothing in
         this Agreement, expressed or implied, is intended to or shall confer
         on any person other than the parties hereto and their respective
         heirs, legal representatives, and successors and permitted assigns any
         rights, remedies, obligations, or liabilities under or by reason of
         this Agreement.

18.      INDEMNIFICATION:

         (a)     The Purchaser agrees to indemnify and hold Stockholder and her
                 heirs, beneficiaries, executors, successors, and assigns
                 (individually, an "Indemnified Party" and collectively, the
                 "Indemnified Parties") harmless from any cost, expense,
                 damage, liability, claim or obligation, including without
                 limitation the reasonable costs and reasonable fees and
                 expenses of attorneys and other professionals (collectively,
                 "Claims"), arising out of or relative to any claim, action,
                 suit, or proceeding arising out of the execution of this
                 Agreement or her due performance of this Agreement or the
                 transactions contemplated by this Agreement, including without
                 limitation any such claims made by other holders of NCMS
                 Common Stock under federal or state securities or other laws
                 with respect to her voting of the Shares in favor of the
                 Merger or the delivery of any proxy related thereof, or with
                 respect to any claims that her performance of this Agreement
                 is in violation of any fiduciary, disclosure, or other duties
                 owed or allegedly owed to such other holders of NCMS Common
                 Stock.
        
         (b)     If any claim or demand is asserted against an Indemnified
                 Party by a third party with respect to any matter under the
                 indemnities set forth in subsection 18(a) (a "Third Party
                 Claim"), the Indemnified Party shall promptly give written
                 notice to the Purchaser.  Within twenty (20) days of receipt
                 of such notice, the Purchaser shall (i) pay the Third Party
                 Claim either in full or upon compromise agreed to by the
                 Purchaser and consented to by the Indemnified Party or (ii)
                 notify the Indemnified Party that the Purchaser disputes the
                 Third Party Claim and intends to defend against it, and
                 thereafter so defend and pay any adverse final judgment or
                 award or settlement amount in regard thereto.  Such defense
                 shall be controlled by the Purchaser, and the cost of such
                 defense shall be borne by it, except that the Indemnified
                 Party shall have the right to approve the selection of legal
                 counsel for the Indemnified Party and to participate in such
                 defense.  The Indemnified Party agrees that she will cooperate
                 in all reasonable respects in the defense of any such claim or
                 demand, including making personnel, books and records relevant
                 to the claim available to the Purchaser, without charge,
                 except for reimbursement of reasonable out of pocket expenses.




                                     15
<PAGE>   16


                 If the Purchaser fails to take action within twenty (20) days
                 as set forth above, then the Indemnified Party shall have the
                 right to pay, compromise or defend any Third Party Claim and
                 to assert the amount of any payment on the Third Party Claim
                 plus the expense of defense or settlement as a Claim.  The
                 Indemnified Party shall also have the right, exercisable in
                 good faith, to take such action as may be necessary to avoid a
                 default prior to the assumption of the defense of the Third
                 Party Claim by the Purchaser and any expenses incurred by so
                 acting shall be paid by Purchaser.
        
         (c)     Notwithstanding anything contained herein, the Purchaser's
                 obligation to indemnify under this Section 18 shall be
                 mitigated to the extent that such Claim directly or indirectly
                 benefits the Stockholder, Stockholder's estate or any
                 affiliate of Stockholder or member of her immediate
                 family. 

         (d)     In addition to the foregoing, Purchaser agrees to pay on
                 behalf of Stockholder, reasonable attorneys fees and fees of
                 tax advisors (in each case based on standard hourly rates)
                 associated with the execution, delivery of this Agreement and
                 any further amendments to this Agreement from and after
                 April 1, 1997 and the corporate proceedings related thereto,
                 which fees shall not exceed $50,000 in the aggregate.
        
19.      RIGHT OF FIRST REFUSAL:  Nothing in this Agreement shall be
         interpreted as voiding or otherwise modifying any term or provision of
         the rights of first refusal granted in favor of Purchaser (or its
         affiliates), Mrs. DeWitt and NCMS, which terms and conditions are set
         forth in a letter to Mrs. DeWitt from Penske Speedway, Inc., dated May
         10, 1995, and a letter to Penske Speedway, Inc., from Mrs.  DeWitt
         also dated May 10, 1995, each as amended or as may be amended from
         time to time (such rights of first refusal are collectively referred
         to herein as "Reciprocal Rights").  Notwithstanding the foregoing, the
         Reciprocal Rights shall automatically terminate and be of no further
         force nor effect in the event (i) Stockholder exercises the Put Option
         and Purchaser fails to purchase the Shares in breach of the terms of
         the Purchase Option, or (ii) a definitive merger agreement with
         respect by the Merger is executed by NCMS and Purchaser and is
         properly authorized by the shareholders of NCMS, and Purchaser fails
         to effect the Merger in breach of with the terms of such merger
         agreement.

20.      HSR ACT:  Subject to the terms and conditions herein provided,
         Purchaser and the Stockholder shall: (i) upon the request of the other
         party, make their respective filings and thereafter make any other
         required submissions under the Hart-Scott-Rodino Antitrust
         Improvements Act of 1976 (the "HSR Act") with respect to the
         transactions contemplated by this Agreement; (ii) use all reasonable
         efforts to cooperate with one another in (A) determining which filings
         are required to be made and which consents, approvals, permits, or
         authorizations are required to be obtained from, governmental or
         regulatory authorities of the United States, the several states, and
         other jurisdictions in connection with the execution and




                                     16
<PAGE>   17

         delivery of this Agreement and the consummation of the transactions
         contemplated hereby and (B) timely making all such filings and timely
         seeking all such consents, approvals, permits, or authorizations; and
         (iii) use best efforts to take, or cause to be taken, all other action
         and do, or cause to be done, all other things necessary, proper, or
         appropriate to consummate and make effective the transactions
         contemplated by this Agreement.  If, at any time, any further action
         is necessary or desirable to carry out the purpose of this Agreement,
         the proper officers and directors of Purchaser and the Stockholder
         shall use best efforts to take all such necessary action.
        
         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first written above.

                                              PENSKE ACQUISITION, INC.


                                              BY:_______________________________
                                                     R.J. PETERS, PRESIDENT


                                              PENSKE MOTORSPORTS, INC.


                                              BY:_______________________________
                                                     R.J. PETERS, PRESIDENT


                                              STOCKHOLDER:


                                              __________________________________
                                                     CARRIE B. DEWITT




                                     17