Via Fed-Ex and Facsimile

September 17, 2008

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

Dear Board Members,

We continue to be very concerned with the direction of Dover Motorsports.  Thus far, the board of directors and management team has not shown a desire to deal with the troubled Midwest assets in a sensible manner.  It is clear the Midwest tracks are acting as an anchor on Dover Motorsports’ share price and thus its ability to negotiate an attractive offer for the company - despite the scarcity of Sprint Cup racing facilities available for potential purchase.  The board of directors’ continued acceptance of the Midwest losses is out of step with prevailing economic conditions.  Continuing to fund the sizable losses of a business unit that has no hope of a turnaround strikes us as either lackadaisical or arrogant given the current environment.  How much weaker will market conditions need to be in order for directors to stop plowing the Monster Mile’s free cash flow into the Midwest money pit?  The challenges of the current economy and lending environment should not be taken lightly by board members.

Dover Motorsports should attempt to sell the Midwest race tracks to local buyers and other potentially interested parties immediately.  In the absence of successful transactions, it is clear that the board of directors should close the facilities and divest the remaining assets.  An unemotional assessment of the tracks and associated cash losses would clearly lead to the conclusion that our advice is the best course of action for shareholders.  Selling the Midwest assets for proceeds equal to Dover Motorsports’ long-term obligations would leave the Company in a position to fund an annual dividend of approximately $0.40 to $0.50 per share a year, or about 7x the current rate.  It is likely investors would value Dover Motorsports at $7½ to $8½ per share under this scenario.  Of course, a natural effect of such a rationalization would be a much improved negotiating position with the likely acquirers of the Company in regards to price and timing.  Given that the solution is within management’s grasp, I cannot see why they would fail to take matters into their own hands and strengthen their negotiating position within the industry.  As we have pointed out in the past, Dover Motorsports’ lack of scale and terrible track record of value creation over the years makes it clear that participating in industry consolidation as a seller is the very best option available to the owners of the business.

The amount of value imbedded in the Company’s shares is so great that engaging in anything remotely shareholder friendly will most likely uncork a rush of appreciation.  I continue to recommend taking Chairman Henry Tippie’s advice in dealing with these matters.  When speaking to students at the Tippie College of Business, Mr. Tippie made the following comment:

“We’re in a much faster-moving society today.  If you go back to the ‘30s, ‘40s or even the 1950s, change was fairly slow in coming.  Today, change is much more rapid and you must change with the times.  If you don’t change, you’re going to get ‘left at the gate,’ so to speak”

If we presented our recommendations of divesting the Midwest assets to the students of the Tippie College of Business, we are confident they would easily understand that this is the best and most prudent course of action to create value for the shareholders of the Company.  If business students can figure out the right path, why is it taking so long for directors to do so? 

Please do not hesitate to contact us if we can be of any assistance.

Sincerely,

Mario D. Cibelli

Managing Member