Via Fed-Ex and Facsimile

December 17, 2009

Board of Directors
Dover Motorsports, Inc.
1311 N. DuPont Highway
Dover, DE 19903

Dear Board Members,

It was with amazement that we read certain quotations contained in a recent press release announcing that Mr. Tippie will be awarded an honorary doctorate by the University of Iowa at commencement ceremonies on Saturday, December 19, 2009.  In the official University of Iowa press release dated December 3, 2009, Dean Curt Hunter describes Mr. Tippie as follows:

"Henry Tippie is a man of humble demeanor but extraordinary achievement, and he is a role model for University of Iowa students," said Hunter. "He has built his businesses the right [way]*, with hard work and ethical considerations always foremost. His generosity with the University ensures that he will continue to inspire our students for generations to come."

Source: http://tippie.uiowa.edu/news/story.cfm?id=2248
*Note:  Amended due to apparent typographical/grammatical error

How can the Mr. Tippie that dean Hunter knows be the same Mr. Tippie that the shareholders of Dover Motorsports (“Dover” or “Company”) have come to know?  The Mr. Tippie that the Dover shareholders know has not put ‘ethical considerations’ first and foremost.  In fact, in our 20 years of investing, we have never encountered such an overt and detrimental conflict of interest as is present in Mr. Tippie’s dual role as Chairman of Dover Motorsports and voting Trustee of RMT Trust.  This arrangement has eliminated the criticism and tension that would have naturally arisen by now given Mr. Tippie’s terrible track record at Dover over the past decade.

While we commend Mr. Tippie for his generous philanthropic activities and congratulate him for the award, the facts surrounding conflicts of interest and mismanagement at Dover stand in stark contrast to the lavish praise offered by Dean Hunter. 

Here are the facts the Dover shareholders and board members know:

•           Since 2002, the Company has taken goodwill write-downs and asset impairments in excess of $130 million. 

•           Operating losses for the Midwest tracks have likely exceeded $45 million over this period.

•           Shareholders' equity has fallen by 60% over this period.

•           Dover’s share price has fallen a staggering 70% over this period. 

•           Deteriorating support for Mr. Tippie as reflected in the last three director re-elections (2003, 2006, 2009).

•           At Mr. Tippie's direction, the Q&A segment of quarterly conference calls was eliminated in mid-2008, suppressing legitimate questions, concern and criticism by outside shareholders.

The Board of Directors of Dover has failed the shareholders of the Company.  The red ink from years of mismanagement is all over the board's hands.

The door remains wide open to intelligent, value enhancing alternatives that would benefit all the shareholders of the Company.  Recent industry events such as the resolution of the Kentucky litigation and approval of the Kansas City casino project open the door even wider.  Any concerned fiduciary who focused on the facts would find our logic and recommendations worthy of consideration and action.

As I have stated in the past, the longer the board's inaction continues, the more closely associated you will all be with the toxic situation Mr. Tippie has forced upon the owners of the business.   It is clear the Mr. Tippie described above was long ago replaced by a self-serving and power hungry individual who values control of these racing assets above all else.

Remember your obligation - you are charged with maximizing shareholder value at Dover.  In your absence, we will continue to act as advocates for the long-forgotten shareholders of the Company.

Sincerely,

Mario D. Cibelli

Managing Member

cc:  Sally Mason, President, The University of Iowa
William C. Hunter, Dean, Henry B. Tippie College of Business
 Charles H. Whiteman, Senior Associate Dean, Henry B. Tippie College of Business
Jarjisu Sa-Aadu, Associate Dean, Henry B. Tippie College of Business