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                                                                   Exhibit 10.31


                                   AGREEMENT

     This Agreement ("Agreement") is made and entered into this __ day of
_________, 2003 between CART, Inc., a Michigan corporation, having its place of
business at 5350 Lakeview Parkway South Drive, Indianapolis, IN 46268 ("CART")
and Newman/Haas Racing, 500 Tower Pkwy., Lincolnshire, IL 60069 ("TEAM").


                              W I T N E S S E T H:

     WHEREAS, CART has sanctioned the Bridgestone Presents the Champ Car World
Series Powered by Ford ("Championship Series") in 2003 ("Race Year");

     WHEREAS, CART desires to induce TEAM to enter a second race car exclusively
in the Championship Series in the Race Year and TEAM is interested in entering a
second race car upon the terms and conditions set forth herein;

     WHEREAS, CART desires to obtain endorsement and promotional services, and
TEAM is willing to advertise and promote the Championship Series on the terms
and conditions hereafter set forth; and

     WHEREAS, the parties desire to establish a mutually beneficial relationship
in accordance with the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

      1. TEAM shall prepare and enter and expend its mutual efforts to qualify
         and race a second race car exclusively in the Championship Series, in
         all of the races in the Race Year.

      2. In consideration for TEAM's agreement to race in each of the races, and
         in consideration of TEAM's providing promotional benefits through
         advertising on the second race car and other below enumerated
         promotional services, CART agrees to pay TEAM the sum of One Million
         ($1,000,000.00) Dollars during the 2003 race season. The payments will
         be made in twenty (20) equal installments. The payments shall be made
         during the week following each of the races in the race season. If
         there are less than twenty (20) races in the race season, the monies
         remaining after the last race of the season shall be paid in a lump
         sum.

      3. TEAM understands that the payment of the funds set forth in paragraph 2
         above is intended to supplement TEAM's revenue so that TEAM has enough
         funding to field a team during the Race year. In the event that TEAM
         receives net sponsorship revenue that totals more than Six Million Five
         Hundred ($6,500,000.00) Dollars, TEAM will reimburse CART fifty (50%)
         percent of all excess amounts until CART has been reimbursed the amount
         set forth in paragraph 2 above. For purposes of this Agreement, net
         sponsorship revenue shall include all amounts given to TEAM under this
         Agreement and the Entrant Support and Participation Agreement and


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         reduced by commissions paid and out of pocket expenses required by the
         sponsorship contract. In addition, any refund to CART will be reduced
         by expenses incurred by TEAM under paragraph 5. So long as this
         Agreement remains in effect, and for a period of one (1) year
         thereafter, TEAM agrees to maintain complete and accurate books and
         records containing information necessary to calculate the amount of
         sponsorship funds connected. Upon at least ten (10) days written notice
         by CART, TEAM shall allow its books and records to be examined and
         audited by CART at reasonable times.

      4. TEAM agrees to abide by all the rules and regulations of CART and the
         series including but not limited to execution of the Entrant Support
         and Participant Agreement.

      5. TEAM agrees that it shall provide the following promotional services to
         CART:

         A. CART Sponsor will be designated as an Associate Sponsor provided
            such CART Sponsor does not conflict with sponsor of TEAM unless this
            requirement is waived by TEAM.

         B. Identification Elements - These items will be provided for in 2003:

            (i)   Logo identification on the team transporters; in a location as
                  determined by TEAM

            (ii)  Logo identification on the fire suits and uniforms; in a
                  location as determined by TEAM

            (iii) Website link to CART.com

         C. Signage

            (i)   A maximum four spaces on the second race car, on both sides of
                  the front nose and if available, in the sole discretion of the
                  TEAM, on portions of the sidepod top and the engine cowling.

            (ii)  Logo on Team/Driver Uniforms

                  a. Driver's race suit
                  b. Driver's cap - CART Sponsor signage displayed on the side
                     or back of the cap. Any changes initiated by CART after the
                     initial cap order will be at CART's expenses.
                  c. Driver's "off track" clothing - CART Sponsor displayed on
                     driver's casual wear, at CART Sponsor expense.
                  d. Crew helmets - CART Sponsor signage displayed in a location
                     as determined by TEAM


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                  e. Crew fire suits
                  f. Crew caps - CART Sponsor signage displayed on the side or
                     back of the cap. Any changes initiated by CART after the
                     initial cap order will be at CART's expense.

            (iii) Logo on team equipment

                  a. CART Sponsor logo on scoring stand, refueling station, and
                     other team pit equipment as reasonably acceptable to TEAM
                  b. CART Sponsor logo on team transporters - Color and design
                     of graphics on team transporters determined by TEAM

            (iv)  Pit banner signage during race events, based on availability

            (v)   Provided such does not interfere with TEAM activities, TEAM
                  will provide Driver appearances for CART Sponsors at CART
                  Sponsor designated locations for PR purposes and autographs
                  totaling 8 appearances for all CART Sponsors during the racing
                  season. If the location is away from the race track or test
                  track CART Sponsor will reimburse TEAM for Drivers travel
                  expenses

            (vi)  Coordinated Public Relations Program

                  a. Sponsor recognition in all interviews; print, television,
                     radio, and digital mediums
                  b. Usage of driver/car/team for advertising needs
                  c. Media releases announcing team and sponsorship activities
                  d. Recognition on web page as an associate sponsor
                  e. Associate sponsor recognition on all Team printed material.
                     After initial printing any changes are at CART's expense.
                  f. Dedicated Public Relations department

         D. Team must supply hospitality, race tickets and credentials for CART
            Sponsor and its guests as set forth below:

            (i)   A reasonable number of motor home invitations at all CART
                  races

            (ii)  Two (2) annual credentials per sponsor, with a maximum of 6 in
                  total

            (iii) Two (2) grandstand tickets per sponsor at each event with a
                  maximum of four in total for the season.


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      6. The term of this Agreement shall commence upon the date both parties
         have executed this Agreement and shall continue until the end of the
         2003 Race Year unless terminated prior thereto pursuant to the terms
         hereof.

      7. TEAM will not disclose, publish or disseminate confidential information
         (which shall be defined as the terms of this Agreement) to anyone other
         than those of their employees, attorneys and accountants with a need to
         know and TEAM agrees to take such reasonable precautions as may be
         necessary to prevent any unauthorized use, disclosure, publication,
         dissemination of confidential information which shall include the terms
         of this Agreement. In the event TEAM violates the provisions of this
         paragraph, CART has the right to declare this Agreement null and void
         and TEAM shall be required to refund any monies paid through that date.
         Further, any press releases or public statements regarding the
         relationship of the parties must be approved by CART.

      8. The parties acknowledge the importance of each party's reputation, good
         will and public image and, accordingly, agree to maintain and enhance
         such image by restraining from taking any action contrary to the best
         interest of either party, or detracting from the reputation of either
         party. Each party shall refrain from making any statements about the
         other party that adversely affects, casts in an unfavorable light, or
         otherwise maligns the business or reputation of such other party or any
         of its principals.

      9. TEAM will maintain throughout the length of this Agreement, commercial
         general liability insurance (including but not limited to advertising
         liability and contractual liability coverage applicable to the terms of
         the indemnification provisions of this Agreement) covering claims for
         personal and bodily injury, and property damage arising out of the
         staging and performance of the races, with limits of at least Three
         Million ($3,000,000.00) Dollars combined single limit per occurrence.
         Each party shall specifically name CART as an additional insured.

     10. TEAM agrees to indemnify, defend and hold harmless CART and any
         sponsor's of CART whose logo may appear on TEAM's car from and against
         any and all expenses, damages, claims, suits, actions, judgments, and
         costs, including reasonable attorneys' fees arising out of or in
         connection with the running of a car in any race during the Race year.
         CART will have the Sponsor hold the TEAM harmless regarding any
         advertising disseminated by the Sponsor.

     11. This Agreement shall be governed and construed in accordance with the
         laws of the State of Indiana. If a dispute arises under this Agreement
         which cannot be resolved first through good faith negotiations, such
         dispute shall be submitted to arbitration and resolved by a single
         arbitrator in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association then in effect. Such arbitration shall
         take place at the office of the American Arbitration Association
         located in Indianapolis, IN. The award of decision rendered by the
         arbitrator shall be final, binding


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         and conclusive and judgment may be entered upon such award by any
         court. This provision shall survive the termination and/or expiration
         of this Agreement.

     12. This writing constitutes the entire Agreement between the parties
         hereto regarding the subject matter hereof and may not be changed or
         modified except by a writing signed by the party or parties to be
         changed thereby.

     13. This Agreement does not constitute and shall not be construed as a
         consulting, partnership or joint venture between TEAM and CART. Neither
         party shall have any right to obligate or bind the other party in any
         manner whatsoever, and nothing herein contained shall give, or is
         intended to give, any rights of any kind to any third party.

     14. The failure of either party at any time or times to demand strict
         performance by the other of any of the terms, covenants or conditions
         set forth herein shall not be construed as a continuing waiver or
         relinquishment thereof and each may at any time demand strict and
         complete performance by the other of said terms, covenants and
         conditions.

     15. This Agreement has been jointly drafted by the respective
         representatives of CART and TEAM and no party shall be considered as
         being responsible for such drafting for the purpose of applying any
         rule construing ambiguities against the drafter or otherwise. No draft
         of this Agreement shall be taken into account in construing the
         Agreement.

     16. It is hereby understood and agreed to by CART and TEAM that any
         statement or notice required to be given hereunder shall be deemed
         given if mailed, certified mail, return receipt requested to the
         following addresses:

         If to CART: CART, Inc.
                     5350 Lakeview Parkway South Drive
                     Indianapolis, IN  46268
                     Attn: J. Carlisle Peet, III

         If to TEAM: Newman/Haas Racing
                     500 Tower Pkwy.
                     Lincolnshire, IL  60069
                     Attn: Carl A. Haas

     17. This Agreement may be terminated in the event that:

         (i)   Either party to this Agreement files a petition in bankruptcy or
               a petition in bankruptcy is filed against either party to this
               Agreement that is not removed within thirty (30) days from the
               date such petition is filed; a general assignment of either
               party's assets is


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               made for the benefit of creditors; or CART dissolved or
               liquidates pursuant to Delaware state law or otherwise.

         (ii)  Either party to this Agreement breaches any of the material
               representations, warranties or covenants contained in this
               Agreement, which breach is not cured by the breaching party
               within thirty (30) days after receiving written notice of such
               breach from the other party.

         If the Agreement is terminated by TEAM pursuant to the terms of this
         Paragraph 17, TEAM shall be entitled to retain all sums paid to it by
         CART through the date of termination.

         If the Agreement is terminated by CART pursuant to the terms of this
         Paragraph 17, CART shall be entitled to immediately terminate any
         future payments to TEAM.

     18. Titles to articles, paragraphs and subparagraphs are for information
         purposes only and shall not be considered a substantive part of the
         Agreement.

     19. This Agreement and any subsequent amendments may be executed in one or
         more counterparts, each of which shall be deemed to be an original, but
         all of which shall constitute one and the same agreement. This
         Agreement and any subsequent amendments may be signed and delivered by
         facsimile transmission, which delivery shall have the same binding
         effect as delivery of the document containing the original signature.
         At the request of any party, any document delivered by facsimile
         signature shall be followed by or re-executed by all parties in
         original form, provided that the failure of any party to do so will not
         invalidate the signature delivered by facsimile transmission.

     20. In the event that any provisions of this Agreement are found to be
         invalid or unenforceable by any court of competent jurisdiction, such
         provision may be deemed severed and any such finding shall not
         invalidate or render unenforceable any other provisions hereof.

     21. Each party shall comply with all governmental laws, ordinances, and
         regulations applicable to the performance of this Agreement over which
         said party has jurisdiction and control.

     22. This Agreement may be unilaterally terminated by CART in the event CART
         is unable to field eighteen (18) entrants in the 2003 Race Year or in
         the event CART ceases to sanction races during the Race Year. In the
         event of such termination, this Agreement shall be null and void with
         no further obligations or liability on the part of either party. It is
         further agreed and understood that this Agreement must be approved by
         the Board of Directors of CART's parent company.


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     23. CART acknowledges that one of the indirect owners of TEAM is a current
         member of the Board of Directors of Championship Auto Racing Teams,
         Ltd., a Delaware corporation ("CHAMP"), CART's parent corporation.
         CART, for itself and on behalf of CHAMP, acknowledges that Carl A. Haas
         has excluded himself from voting on the decision making process with
         regard to, whether or not CART should enter into a program to offer
         sponsorship money to various Teams. Furthermore, CART, for itself and
         on behalf of CHAMP, acknowledges that Carl A. Haas has not been
         involved in any of the negotiations on behalf of CART or CHAMP with
         regard to the transaction proposed under this Agreement and that the
         substance of the transaction contemplated by this Agreement is similar
         to those offer to other Teams. CART, for itself and on behalf of CHAMP,
         acknowledges that at all times, Haas has disclosed the fact that he has
         an interest in TEAM and that he would not be involved in the decision
         on behalf of CART or CHAMP to enter into this Agreement. By approving
         this Agreement, the Board of Directors of CHAMP specifically
         acknowledge and agree to the terms of this paragraph.


                                         CART, Inc.

                                         By:____________________________________

                                         Its:___________________________________


                                         NEWMAN/HAAS RACING

                                         By:____________________________________

                                         Its:___________________________________