Exhibit 10.1

                       Consultant Compensation Agreement


                                                                  [LOGO OMITTED]


M&A Advisor Agreement - 9/02/03



                            MERGER AND ACQUISITION ADVISOR AGREEMENT


                    Investment Banking Evaluation  Agreement dated as of the 2nd
                    day of September  2003, by and between Dan Rubin  ("RUBIN"),
                    with an address at 10940 Wilshire Boulevard, 16th Floor, Los
                    Angeles,  California  90024 and Interactive  Motorsports and
                    Entertainment Corp. (Stock Symbol: IMTS) the "Company", with
                    a  principal  place of  business  at 5624 West 73rd  Street,
                    Indianapolis, Indiana 46278.


                                      W I T N E S S E T H:
                                      - - - - - - - - - -

New York Office
"The Chrysler       WHEREAS,  the  Company  desires  that  RUBIN  engage  in due
  Building"         diligence  of  the   Company,   subject  to  the  terms  and
405 Lexington       conditions herein. RUBIN will furnish to Company a four page
  Ave.              internal  analysis  "evaluation  report" (upon completion of
50th Floor          due  diligence)  which  will  include a  detailed  financial
New York            analysis of the  Company.  The  evaluation  report will also
New York            provide a description of the company and industry, including
10174               comparables.  The  evaluation  report will be completed  and
212.599.3483        delivered   directly  to  Bill   Donaldson  of   Interactive
212.599.3484 fax    Motorsports  and Entertainment  Corp.  thirty (30) days
                    from date  contract is executed by RUBIN.

Lake Helen Office   WHEREAS,  RUBIN  will be  introducing  the  Company to other
186 Industrial      corporate  entities  ("Candidates"),  for the purpose of the
  Center Dr.        Company  possibly  effecting  an  acquisition  of  or  other
Lake Helen          business  combination  ("Transaction")  with the  Candidate,
Florida             subject to the satisfaction of certain conditions, including
32744               the  satisfactory  completion of a due  diligence  review of
                    anything the Company considers in its sole discretion, to be
888.644.3458 toll   reasonably necessary to review in order to make its decision
  free              to consummate the Transaction,  including but not limited to
386.228.0228        the Candidate's books, records, financial statements, assets
386-228.0276 fax    and operations.

                    WHEREAS, RUBIN will be advising the Company and acting as an
Los Angeles Office  Intermediary   to  conduct  a   transaction   or  series  of
"The Tower"         transactions "Debt Financing(s)" where capital in the amount
10940 Wilshire      of three hundred thousand dollars ($300,000) to five hundred
  Boulevard         thousand  dollars  ($500,000) is raised via any type of bank
16th Floor          debt  financing,  including  but not limited to,  letters of
Los Angeles         credit,   standby  letters  of  credit,  other  third  party
California          guarantees,  or  other  senior  or  subordinated  bank  debt
90024               financing  products.  It is understood  that an extension of
                    credit to the  Company  will be secured by the Assets of the
310.407.0100        Company.
310.407.0150


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M&A Advisor Agreement - 9/02/03

                    NOW, THEREFORE, the parties hereto agree as follows:

                    1. Due Diligence. RUBIN shall engage in due diligence of the
                    Company,  as it deems  appropriate.  In order  for  RUBIN to
                    conduct a thorough  financial  analysis of the company,  the
                    Company  shall  provide  RUBIN with  financial  information,
                    including   public   filings   and   historical    financial
                    statements,   corporate  business  plans,  sales  contracts,
                    customer  acquisitions  or lists and  letters  of intent for
                    other business  activities.  To analyze both the current and
                    historical  trading  activities  of the Company,  RUBIN will
                    need  to  review  Depository  Trust  Company  (DTC)  Sheets,
                    Shareholder  Lists,  Names of Beneficial Owners (NOBO) lists
                    and such other information reasonably requested by RUBIN.

                    2. Term.  This  Agreement  shall be for the period of twelve
                    (12)  months  from the date  contract  is  executed  by both
                    parties.

                    3. Compensation. As compensation to RUBIN for performing due
                    diligence,  Merger and Acquisition Advisory and Intermediary
                    services for a "debt financing",  the Company shall grant to
                    RUBIN five million  options  (5,000,000) to purchase  common
                    stock of Interactive  Motorsports  and  Entertainment  Corp.
                    (Stock  Symbol:  IMTS) at $.10 per share  (bid  price at the
                    close of Friday  8-29-2003 was $.11).  The Company agrees to
                    use its best efforts to register the shares  underlying this
                    option  on a  Form  S-8  Registration  statement  by  Friday
                    9-05-2003.  The option will have an  expiration  date thirty
                    (30) trading days from the date Form S-8 is filed.

                    4.   Independent   Contractors.   RUBIN  is  an  independent
                    contractor  and not an agent,  servant  or  employee  of the
                    Company. RUBIN shall have no authority to bind the Company.

                    5.  Confidentiality.  RUBIN  agrees  that it will not at any
                    time  during  the  term of this  Agreement  and at any  time
                    thereafter,   disclose   any   confidential   knowledge   or
                    information  regarding the Company to any persons  unless it
                    receives  the  written   consent  of  the  Company  to  such
                    disclosure or the  information  ceases to be confidential by
                    reason of (i) its public disclosure by the Company, (ii) its
                    becoming generally and publicly known, or (iii) its becoming
                    known to RUBIN through a third party who is not bound by any
                    Confidentiality Agreement.

                    6.  Non-Disclosure.  No person  or  entity,  other  than the
                    Company,  shall be  entitled to make use of or rely upon the
                    advice,  services or materials rendered or prepared by RUBIN
                    hereunder  and the Company  shall not directly or indirectly
                    disseminate,  distribute  or otherwise  make  available  any
                    advice,  services or  materials  prepared  by RUBIN  without
                    prior RUBIN consent.


<PAGE>



M&A Advisor Agreement - 9/02/03

                    7. No  Liability  and  Indemnification.  With  regard to the
                    services to be performed  by RUBIN  pursuant to the terms of
                    this agreement, RUBIN shall not be liable to the Company, or
                    anyone who may claim any right due to any relationship  with
                    the Company, for any acts, omissions,  in the performance of
                    services  on the part of RUBIN or on the part of the agents,
                    or employees  of RUBIN,  except when said acts,  errors,  or
                    omissions  of RUBIN are due to willful  misconduct  or gross
                    negligence.  The Company  shall hold RUBIN free and harmless
                    from any obligations,  costs, claims, judgments,  attorney's
                    fees,  and  attachments  arising  from or growing out of the
                    services  rendered to the  Company  pursuant to the terms of
                    this  agreement or in any way  connected  with  rendering of
                    services,  except  when  the  same  shall  arise  due to the
                    willful  misconduct or gross  negligence of RUBIN, and RUBIN
                    is  adjudged  to be guilty of  willful  misconduct  or gross
                    negligence  by a court of  competent  jurisdiction.  In such
                    event,  no action shall be  entertained by said court or any
                    court of competent  jurisdiction  if filed more than one (1)
                    year  subsequent  to the  date  of the  cause(s)  of  action
                    actually   accrued   regardless  of  whether   damages  were
                    otherwise as of said time calculable.

                    In the absence of gross  negligence,  neither  RUBIN nor any
                    associate,  officer,  employee,   affiliate,   director,  or
                    stockholder  of RUBIN shall be subject to any  liability  to
                    the  Company  or  to  any  officer,  employee,  director  or
                    stockholder  of the Company,  for any act or omission in the
                    course  of,  or  in  connection  with,  or  for  any  error,
                    inaccuracy,  or omission,  material or otherwise,  which may
                    appear in any review document or other information furnished
                    to or on behalf of the Company.

                    If  for  any  reason  the   foregoing   indemnification   is
                    unavailable  to RUBIN or  insufficient  to hold it harmless,
                    then the  Company  shall  contribute  to the amount  paid or
                    payable by RUBIN as a result of such loss, claim, damage, or
                    liability in such  proportion as is  appropriate  to reflect
                    not only the relative benefits received by the Company,  its
                    shareholders and/or its affiliates on the one hand and RUBIN
                    on the other but also the relative  fault of the Company and
                    RUBIN, as well as any relevant equitable considerations.
<PAGE>
M&A Advisor Agreement - 9/02/03

                    8.   Miscellaneous.   This  Agreement  embodies  the  entire
                    agreement  and  understanding  of  the  parties  hereto  and
                    supercedes all prior agreements and understandings,  written
                    or oral,  relating to the subject matter hereof, and may not
                    be  modified  or amended  or any of its terms or  provisions
                    waived or discharged, except in writing, signed by the party
                    against  whom  such  modification,  waiver or  discharge  is
                    sought to be enforced.

                    This Agreement is not  assignable  without the prior written
                    consent  of  the  other  party.  The  obligations  of  RUBIN
                    hereunder are intended solely for the benefit of the Company
                    and RUBIN shall not have any  obligations  hereunder  to any
                    parties other than the Company.

                    Each of RUBIN and the Company represents that this Agreement
                    has in all  respects  been  duly  authorized,  executed  and
                    delivered by and on behalf of itself.  The  covenants of the
                    Company  contained in the paragraphs  under the headings "No
                    Liability and Indemnification"  and  "Non-Disclosure"  shall
                    survive expiration of the term. During the term, RUBIN shall
                    be free to consult and conduct business for and with others,
                    including  competitors  of  the  Company  and to  engage  in
                    activities similar to those  contemplated  hereunder whether
                    for its own account or for the account of others. All rights
                    and obligations in connection herewith shall be interpreted,
                    construed  and enforced in  accordance  with and governed by
                    the applicable  laws of the State of  California.  RUBIN and
                    the Company  consent to the  jurisdiction of the Federal and
                    State courts located in Los Angeles, CA for the commencement
                    of any action arising out of this Agreement.
<PAGE>
M&A Advisor Agreement - 9/02/03

                    IN WITNESS  WHEREOF,  the  undersigned  have  executed  this
                    Agreement as of the day and date first above written.





                                 By:
                                      ---------------------------------------
                                 Dan Rubin


                                 Interactive Motorsports and Entertainment Corp.



                                 By:
                                      ---------------------------------------
                                 William R. Donaldson
                                 Chief Executive Officer