EXHIBIT 10.43

                                  CONFIDENTIAL

                        INDEPENDENT CONTRACTOR AGREEMENT


This Independent Contractor Agreement ("Agreement") is made and effective this
1st day of December 1999, by and between Raymond E. Rutledge ("Consultant") and
iEntertainment Network (formerly Interactive Magic, Inc.), a North Carolina
Corporation ("Company").

Now, therefore, Consultant and Company agree as follows:

1.       ENGAGEMENT.
Company hereby engages Consultant, and Consultant accepts engagement, to serve
as new business development advisor.

2.       TERM.
Consultant shall provide services to Company pursuant to this Agreement for a
term commencing on December 1, 1999 and ending on November 30, 2000.

3.       PLACE OF WORK.
Consultant shall render services to the Company at the Consultants facility and
such services shall consist of phone consultation, email responses, and other
support as required.

4.       PAYMENT.
Company shall pay Consultant $10,300 (ten thousand three hundred dollars) per
month for services performed pursuant to this Agreement. Payment will be made in
fully registered, unrestricted Company stock, payable by the 5th day of the
following month. The price utilized to determine the number of shares will be
the average closing price for the last 5 (five) trading days of the preceding
month. Consultant shall bear all of Consultant's expenses incurred in the
performance of this Agreement.



Initials: __________                                      Initials: ____________
           Consultant                                                 Company
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5.       CONFIDENTIALITY.
During the term of this Agreement, and thereafter for a period of two (2) years,
Consultant shall not, without the prior written consent of Company, disclose to
anyone any Confidential Information. "Confidential Information" for the purposes
of this Agreement shall include Company's proprietary and confidential
information such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawings, specifications,
models, software, source codes and object codes. Confidential Information shall
not include any information that:

          A.       is disclosed by Company without restriction;

          B.       becomes publicly available through no act of Consultant;

          C.       is rightfully received by Consultant from a third party.


6.       TERMINATION.

         A.    In the event of termination of this Agreement by the Company,
               then this Consulting Agreement shall be paid in full for the
               balance of the time remaining within five (5) business days of
               termination. For example: If the Company defaults on this
               Consulting agreement June 1, 2000, then the Company is obligated
               to pay Consultant for the remaining six (6) months of the
               contract. Payment would be due by June 8, 2000 in the amount of
               $61,800 in fully registered, unrestricted stock. The price
               utilized to determine the number of shares would be the average
               closing price for the last five (5) trading days of May 2000.

         B.    Consultant may terminate this Agreement as follows:

                    i.     Breach or default of any material obligation of
                           Company, which breach or default is not cured within
                           five (5) days of written notice from Consultant.

                    ii.    If Company files protection under the federal
                           bankruptcy laws or any bankruptcy petition or
                           petition for receiver is commenced by a third party
                           against Company, any of petition or petition for
                           receiver is commenced by a third party against
                           Company, any of the foregoing of which remains
                           undismissed for a period of sixty (60) days.

                    iii.   Consultant may terminate this Agreement by providing
                           written notice via registered mail to the Company of
                           his intentions to terminate his service Agreement,
                           thirty (30) days from the date notice is acknowledged
                           and signed by the representative of the Company.

                    iv.    In the event Consultant terminates this agreement,
                           there will be no further consideration due Consultant
                           beyond the current monthly period worked.




Initials: __________                                    Initials: ____________
           Consultant                                              Company
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7.       INDEPENDENT CONTRACTOR.
Consultant is and throughout this Agreement shall be an independent contractor
and not an employee, partner or agent of Company. Consultant shall not be
entitled to nor receive any benefit normally provided to Company's employees
such as, but not limited to, vacation payment, retirement, health care or sick
pay. Company shall not be responsible for withholding income or other taxes from
the payments made to Consultant. Consultant shall be solely responsible for
filing all returns and paying any income, social security or other tax levied
upon or determined with respect to the payments made to Consultant pursuant to
this Agreement.

8.       TOOLS AND SUPPLIES.
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the performance
of Consultant's services hereunder outside and in addition to those provided by
the Company for use at the Company's office.

9.       CONTROLLING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of North Carolina.

10.      HEADINGS.
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.

11.      FINAL AGREEMENT.
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.





Initials: __________                                      Initials: ____________
           Consultant                                                  Company
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12.      NOTICES.
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:

If to Consultant:       If to Comapny:
Raymond E. Rutledge     iEntertainment Network (formerly Interactive Magic.Inc.)
104 Blackheath Court    Attention: Robert L. Hart, CFO
Cary, NC 27513          215 Southport Drive, Suite 1000
                        Morrisville, NC  27560


13.      SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.

14. DEFAULT/NON COMPLIANCE
If the Company does not honor this Agreement, then this Consulting Agreement
shall be paid in full for the balance of the time remaining within five (5)
business days of default. For example: if the Company defaults on this
Consulting agreement June 1, 2000, then the Company is obligated to pay
Consultant for the remaining six (6) months of the contract. Payment would be
due by June 8, 2000 in the amount of $61,800 in fully registered, unrestricted
stock. The price utilized to determine the number of shares would be the average
closing price for the last five (5) trading days of May 2000.


IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.

By:                                          iEntertainment Network
                                              (formerly Interactive Magic, Inc.)


---------------------------------           -----------------------------------
Raymond E. Rutledge         Date            Mike Pearce                    Date
                                            Chief Executive Officer

---------------------------------
Cheri Shumate, Witness      Date

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