[Interactive Motorsports and Entertainment, Corp. letterhead]

                               Perfect Line, Inc.
                              Procurement Contract


                                       For

                               -------------------

                          Number of Simulators: ______

                                Date: ___________








         Note:  This offer is valid until _____________.

<PAGE>


                                   Basic Terms

This Procurement Contract ("Contract") is entered into as of ___________by and
between Perfect Line, Inc., an Indiana corporation whose address is 5624 West
73rd Street Indianapolis, IN 46278 Tel: 317.295.3500, Fax: 317.298.8924
("Vendor"), and the Buyer (as identified and defined below), who hereby agree to
the following basic contract terms ("Basic Terms") and the attached Standard
Terms and Conditions:

Buyer Name:
Buyer Address:
Buyer Phone:
Buyer Fax:
Buyer Contact Person/Title:
Location of Installation Premises:

Deliverables:
4 Race Car Units with race control included:                                 TBD
6 Virtual Race Tracks:                                                      INCL
All Associated Hardware, Software, and Electronics:                         INCL
Price:                                                                       TBD

Packing, Crating, Shipping and Insurance (at cost plus 5%):                  TBD
All Installation Labor, Travel and Associated Expenses:                      TBD

Total Price Including Shipping and Installation:                             TBD


License Fee:  Four (4) percent of net sales, paid monthly.

Delivery Date:  TBD

Payment Terms:
         50%: Due upon signing of final contract:
         50% Upon presentation of Bill of Lading:


Buyer assumes the cost for: Crating, shipping costs, insurance, duties, taxes,
permits, withholdings, installation, set-up, testing, and maintenance. Shipping
is FOB Atlanta, GA and Charlotte, NC. All prices are in U.S. dollars.



<PAGE>


                          Standard Terms and Conditions

The foregoing Basic Terms are subject to the more specific terms set forth below
("Standard Terms"). In the event of any conflict or inconsistency between the
Basic Terms and the Standard Terms, the Standard Terms shall govern.

1    Definitions

     1.1   "Race Car" means the frame, shell, controls, motion base, projector,
           screens and other operating hardware as specified in Exhibit A.

     1.2   "Software" means Vendor's operating software including Vendor's Image
           Generator, Race Control, and the database(s) and other software as
           specified in Exhibit A.

     1.3   "Electronics" means the hardware for Race Control, Training Video,
           Race Summary, safety systems, and SMS Live as specified in Exhibit A.

     1.4   "Race Car System" means the Race Cars, Software, and the Electronics,
           collectively.

2.   Sale and License of Race Car System

     2.1  Sale. Vendor hereby agrees to sell and license to Buyer, and Buyer
          hereby agrees to purchase and accept from Vendor, the number of Race
          Car System Unit(s) ("Unit" or "Units") hereinabove specified, each
          Unit consisting of the components specified on Schedule "A" attached
          hereto and incorporated herein by this reference, for the prices
          listed in "Basic Terms". Subject to full satisfaction by Buyer of its
          obligations hereunder, Vendor will sell, transfer and convey to Buyer
          all of Vendor's right, title and interest in and to the hardware
          components of the Units, and will grant to Buyer a limited,
          non-exclusive, non-transferable license to utilize on the terms and
          conditions contained herein, the software and other intellectual
          property components of the Race Car System for the limited purpose of,
          and only in conjunction with and as essential for, Buyer's operation
          of the Units as provided and permitted herein. The Unit(s) may be used
          only at Buyer's premises hereinabove specified (the "Premises") unless
          otherwise agreed to in writing and not unreasonably withheld by
          Vendor. The Right to sell and sub-license is subject to approval by
          Vendor, not to be unreasonably withheld. Software to be used only in
          conjunction with the Units as described herein.

     2.2  License. Vendor warrants that they hold the exclusive license with the
          National Association for Stock Car Racing ("NASCAR") for
          operator-assisted, location-based entertainment. Vendor also warrants
          it has license agreements with the race tracks it has modeled and many
          of the current racing teams that compete in what will be known in 2004
          as the Nextel Cup. For the purposes of this agreement those various
          license agreements are referred to as the "NASCAR Licensees". In
          compensation for the NASCAR Licensees, Buyer agrees to pay Vendor an
          amount equal to 4 percent of adjusted gross simulator revenues (gross
          sales minus sales tax) payable within 10 days of the close of each
          month.
<PAGE>

          Vendor does not have "pass-through" rights to the NASCAR Silicon Motor
          Speedway name and/or logo ("NASCAR Logo"), or to any third party
          NASCAR Licensees. Any and all use by Buyer, or any affiliate or
          representative of Buyer, of the NASCAR logo, including but not limited
          to sales promotion and advertising of the racing experience, is
          subject to the approval of Vendor and NASCAR. The same approval policy
          applies to use of any NASCAR Licensee as defined herein. If Buyer for
          any reason causes a breach in any of Vendor's NASCAR Licensees and
          does not cure the breach in a timely manner acceptable to NASCAR
          Licensee, Buyer agrees that Vendor will have the right to remove all
          NASCAR Licensee marks from the experience and Vendor will download a
          generic version of the race software.

     2.3  Additional Pricing Matters. The Units are sold and/or licensed
          hereunder F.O.B. Vendor's manufacturing facility in Atlanta, GA and/or
          the actual shipping point utilized by any subcontractors or other
          third parties who ship Unit components directly to Buyer. Unless
          otherwise specifically provided herein, the Equipment Purchase Price
          does not include freight or shipping costs, insurance, duties, taxes,
          withholdings, installation, set-up, testing or maintenance. If
          requested by Buyer, Vendor will provide (i) shipping and insurance at
          Vendor's cost plus five percent (5%), (ii) Vendor's personnel at the
          Installation Site (as herein defined) to install and performance test
          the Unit(s) at Vendor's allocated personnel cost plus all of Vendor's
          travel and lodging costs and expenses.

 3.  Installations and Limitation on Use

     Buyer shall utilize the Units sold and licensed hereunder only for use by
     the general public as an amusement attraction and only at the Premises
     unless otherwise agreed to in writing and not unreasonably withheld by
     Vendor. Except as otherwise provided herein or as otherwise agreed between
     Vendor and Buyer, Buyer shall be solely responsible for installation,
     set-up, configuration, operation and maintenance of the Unit(s). Buyer
     shall not reproduce the software components of the Race Car System in whole
     or in part, modify, alter, decompile, disassemble or reverse engineer such
     software, or rent, lease, lend, transfer, sub-license, copy, distribute or
     assign such software to any party. Without limiting the generality of the
     foregoing, Buyer specifically acknowledges and agrees that any use of the
     software or the Unit(s) in contravention of the foregoing will or may
     violate the terms of certain agreements and understanding between and/or
     among Vendor and certain third parties, and could subject Vendor to
     liability therefor, and Buyer further specifically agrees that this
     provision is for the express benefit of and may be enforced by Vendor or by
     any such third party as a third party beneficiary hereof.

4.  Buyer's Responsibilities

     See attached Schedule "B".

<PAGE>

5.   Architectural Interface

     Vendor will provide site specifications and drawings to Buyer's architects
     and engineers. Vendor will make a study of the site and confer with Buyer
     regarding placement of attraction, suitability for install, and facility
     preparation requirements by Vendor such as power and HVAC. Vendor, in
     conjunction with Buyer, will then provide a conceptual design plan, and
     will distribute a detailed project plan and schedule. Any time requested by
     Buyer for custom designs or drawings will be charged at professional rates.

6.   Installation

     Installation will be completed within two (2) weeks after delivery of the
     equipment to the site. Vendor's price for installation assumes that it will
     have unlimited access 24 hours per day to the site during the installation
     period. Buyer to provide on site technical labor to assist in installation
     of attraction, including but not limited to erection of environs and
     screens, installation of motion bases, installation of car bodies,
     installation of speakers, projectors, monitors, and computers. Any delay
     caused by anyone other than Vendor, including inspection, will be called to
     Buyer's attention on a daily basis, and will be billed at Vendor's
     professional rates.

7.   Confidentiality and Intellectual Property Matters

     7.1   Each of Vendor and Buyer acknowledges that during the course of this
           Contract it will or may have access to or otherwise be provided with
           certain proprietary information of the other of the following types
           and other information of a similar nature (whether or not reduced to
           writing): patents, patents pending, trade secrets, concepts, designs,
           personal contractual relationships, technical and business data,
           projects, courses of dealing, sketches, photographs, plans, drawings,
           diagrams, manuals, techniques, models, data, specifications, samples,
           reports, studies, findings, inventions, ideas, documentation, flow
           charts, research, methods, processes, procedures, formulae, computer
           systems, algorithms, data, "know-how", marketing techniques and
           materials, marketing and development plans, actual and potential
           customer names and lists, and other information related to customers,
           price lists, pricing policies, methods of conducting and obtaining
           business, and financial information (collectively "Confidential
           Information"). Without limiting the generality of the foregoing,
           Buyer acknowledges and agrees that the software components of the
           Race Car System and their respective underlying ideas, algorithms,
           system design, program structure, system logic flow, file structure,
           video and report formats, coding techniques and routines, concepts,
           procedures, processes, principles, know-how, and methods of operation
           are confidential, constitute Confidential Information of Vendor
           hereunder, and contain or constitute trade secrets within the
           definition in the Restatement of Torts. Each of Vendor and Buyer
           agrees not to use, disclose, or distribute any Confidential
           Information of the other, directly or indirectly, without the prior
           written consent of the other, except that they shall be authorized to
           disclose Confidential Information to their respective employees or
           agents on a need-to-know basis upon obtaining written confidentiality
           and nondisclosure agreements satisfactory to the other from such
<PAGE>

           employees and agents before such disclosure. Vendor and Buyer further
           acknowledges that the foregoing obligations shall survive the
           termination of this Contract, and, to the extent requested by the
           party from which the information was received, promptly return to the
           latter party all written material received therefrom.

     7.2   Buyer acknowledges and agrees that except as specifically provided
           herein nothing in this Contract shall be interpreted as granting to
           Buyer any ownership or other interest in or to any of the hardware or
           software components of the Race Car System or in any other
           Confidential Information of Vendor, including in any related patent,
           trademark, copyright, trade dress, design concept, or other property
           right.

8.   Limited Warranty

     Vendor warrants to Buyer and its customers that all Units (i) shall conform
     to the designs, product specifications and performance criteria mutually
     agreed by the parties, and (ii) shall be free from defects in title,
     material or workmanship for a period of one (1) year after the date of
     installation completion of each Unit; provided, however, that any
     components or subassemblies that carry a separate and assignable
     manufacturer's, distributor's or other warranty (each, a "Third-Party
     Warranty") shall be excluded from the warranty given by Vendor hereunder
     and shall be covered only by such Third-Party Warranty, any and all of
     which are hereby assigned by Vendor to Buyer to the extent permissible
     thereunder; and provided further that Vendor's responsibility under this
     warranty shall be limited to replacement or repair of the defective
     products at Vendor's facilities in Indianapolis, Indiana. Vendor will bear
     the cost of freight to Vendor's repair facility. In no event shall Vendor
     be liable for consequential damages, including loss of profits or revenues,
     arising out of the failure of any Unit or component part thereof. The
     warranty given hereunder does not cover normal wear and tear, or damages
     resulting from operator abuse. The foregoing limited warranty is in lieu of
     all other warranties of Vendor and Vendor disclaims all other warranties of
     the Unit(s), express or implied, including, but not limited to, any implied
     warranty of merchantability, profitability, fitness or adequacy for any
     particular purpose or use.

9.   Product Liability

     Vendor agrees to indemnify, defend and hold harmless Buyer and its
     affiliates, and its and their respective officers, directors, employees and
     agents, from and against all claims, demands, causes of action, losses,
     costs and expenses (including without limitation reasonable attorneys'
     fees) arising out of or incident to any liability, demand, lawsuit, or
     claim alleging or asserting in whole or in part the negligence or fault of
     Vendor in the design, testing, development or manufacture of any Unit or
     parts therefor, or claims, demands, or lawsuits that, with respect to any
     Unit or any parts thereof, allege product liability, strict product
     liability, or any variation thereof.

10.  Insurance

     10.1  During the term of this Contract and for so long as Buyer operates
           the Unit(s), Buyer shall maintain, on an "occurrence" basis (and not
<PAGE>

           on a "claims made" basis), Commercial General Liability Insurance
           coverage (including coverage for Personal Injury Liability), with
           combined single limits of (i) $2,000,000 per occurrence, and (ii)
           $2,000,000 general aggregate, insuring Buyer against any loss
           resulting from harm to Buyer's guests, customers, invitees,
           licensees, employees and agents occurring at the Premises and
           resulting from the use of the Unit(s) or otherwise from or out of any
           negligent act or omission of Buyer, its officers, directors, agents,
           or employees.

     10.2  All insurance required under this Section 7 shall be with companies
           with a BEST Guide rating of B+ VII or better and on forms acceptable
           to Vendor and shall provide that the coverage thereunder shall be
           primary and not contributory. Before commencing any services
           hereunder, Buyer shall furnish Vendor with certificates of insurance
           showing all coverages required by this Section, providing for at
           least thirty (30 days' prior written notice of cancellation or
           modification, and naming Vendor and its affiliates and licensors
           (including NASCAR and third party NASCAR Licensees) as additional
           insureds thereunder. Buyer also shall carry such workers'
           compensation insurance for itself and its concessionaires as may be
           required by applicable law

11.  Remedies

     11.1  Vendor shall be in default hereunder if Vendor fails, refuses or
           neglects to perform any of its obligations hereunder or any of the
           representations or warranties of Vendor herein is untrue. In the
           event of such default, then Buyer shall give Vendor written notice of
           the same. If Vendor has not cured its default within ten (10) days
           after receipt of such notice or if such default by its nature is not,
           in fact, curable within ten (10) days after receipt of such notice,
           has not within such ten-day period commenced to cure such default and
           thereafter diligently pursued such cure to completion, then Buyer
           shall have the following rights in addition to those allowed by law
           and elsewhere this Contract:

         (i)    The right to postpone or extend the time that Buyer is required
                to act or commencement of the time that Vendor may begin to
                exercise Vendor's reserved rights, if any, or any other dates or
                time periods by a period of time equal to the time that Vendor
                is in default under this Contract and has not cured the same
                plus the time reasonably required by Buyer to make preparations
                necessitated by Vendor's default (such period of time is
                referred to as the "Suspension Period"). During the Suspension
                Period, Vendor shall not be relieved of Vendor's obligations
                under the terms of this Contract.

         (ii)   The right to terminate this Contract.

         (iii)  The right to seek appropriate legal and equitable relief,
                including injunctive relief, damages, the right of set-off and
                other equitable relief all without the necessity of posting a
                bond.

     11.2  Buyer shall be in default hereunder if Buyer fails, refuses or
           neglects to perform any of its obligations hereunder or any of the
           representations or warranties of Buyer herein is untrue. In the event
<PAGE>

           of such default, then Vendor shall give Buyer written notice of the
           same. If Vendor has not cured its default within ten (10) days after
           receipt of such notice or if such default by its nature is not, in
           fact, curable within ten (10) days after receipt of such notice, has
           not within such ten-day period commenced to cure such default and
           thereafter diligently pursued such cure to completion, then Vendor
           shall have the following rights in addition to those allowed by law
           and elsewhere this Contract:

         (i)    The right to extend the time that Vendor is required to act or
                commencement of the time that Vendor may begin to exercise
                Vendor's reserved rights, if any, or any other dates or time
                periods by a period of time equal to the time that Buyer is in
                default under this Contract and has not cured the same plus the
                time reasonably required by Vendor to make preparations
                necessitated by Buyer's default, and during such period Buyer
                shall not be relieved of Buyer's obligations under the terms of
                this Contract.

         (ii)   The right to terminate this Contract.

         (iii)  The right to seek appropriate legal and equitable relief,
                including injunctive relief, damages, the right of set-off and
                other equitable relief all without the necessity of posting a
                bond.

     11.3  At any time, Vendor and/or any of its third party licensors have the
           right to withdraw the NASCAR logo and/or NASCAR Licensees from use by
           Buyer. In such an event, Buyer agrees to immediately cease any use of
           the third party licenses, and Vendor agrees to install software that
           contains generic tracks and race teams, and makes no reference to
           NASCAR.

12.  Indemnification

     12.1  Buyer shall indemnify, hold harmless and defend Vendor and its
           officers, directors, employees, shareholders, affiliates, agents,
           contractors, suppliers, representatives, advisors, NASCAR Licensees,
           successors and assigns, from any and all liabilities, obligations,
           losses, damages, penalties, claims, actions, suits, costs,
           disbursements, and expenses, (including reasonable legal and expert
           witness fees, costs and related expenses) of every kind and nature,
           imposed upon, incurred by or asserted against any Vendor Indemnitees
           arising out of Buyer's ownership or operation of its business,
           including but not limited to (i) claims related to personal or
           property or property injuries occurring at the entertainment site or
           any surrounding areas within Buyer's control, (ii) any unauthorized
           use of or infringement of any trademark, service mark, trade dress,
           copyright, patent, process, method or device by Buyer, (iii) alleged
           defects or deficiencies within Buyer's operations or the use thereof,
           or any false advertising, fraud or misrepresentation by Buyer, (iv)
           the unauthorized use of the NASCAR or NASCAR Licensee Marks or Trade
           Dress or any breach by Buyer of this Agreement, (v) libel or slander
           against, or invasion of the right of privacy, publicity or property
           of, or violation or misappropriation of any other right of any third
           party, (vi) any violation by Buyer or any licensee, visitor, invitee
           or customer of Buyer (collectively, "Buyer Parties") of any safety
<PAGE>

           law, rule, regulation or recommendation applicable to the Units,
           (vii) the breach of any covenants, representations, and/or warranties
           of Buyer contained in this Agreement, and/or (viii) the breach of
           agreements or alleged agreements made or entered into by Buyer to
           effectuate the terms of this Agreement. Vendor shall give Buyer
           notice of the making of any claim or the institution of any action
           hereunder and Vendor may at its sole discretion participate in any
           action.

     12.2  Vendor shall indemnify, hold harmless and defend Buyer and its
           officers, directors, employees, agents, contractors, suppliers,
           representatives, advisors, successors and assigns, and any and all
           visitors and others permitted access to the Race Car Systems ("Buyer
           Indemnitees") from any an all liabilities, obligations, losses,
           damages, penalties, claims, actions, suits, costs, disbursements, and
           expenses, (including reasonable legal and expert witness fees, costs
           and related expenses) of every kind and nature, imposed upon,
           incurred by or asserted against any Buyer's Indemnitees by reason of
           (i) any negligent act, error, or omission of Vendor, its officers,
           directors, agents, subcontractors, invitees or employees, (ii) any
           occupational injury or illness sustained by an employee or agent of
           Vendor in furtherance of Vendor's obligations hereunder, (iii) any
           failure of Vendor to perform its services hereunder in accordance
           with the generally accepted standards, and (iv) any other failure of
           Vendor to comply with the obligations on its part to be performed
           hereunder.

13.  Operating Standards

     Buyer will use its best efforts to operate Race Car System to the highest
     professional standards, and will take into consideration any suggestions
     provided by Vendor.

14.  Safety

     Buyer will follow any reasonable direction given by Vendor that affects the
     safe operation of the attraction.

15.  General Provisions

     15.1    This Contract constitutes the entire agreement and supersedes all
             other written or oral agreements between the parties with respect
             to the subject matter hereof. This Contract and any Exhibit or
             Schedule attached hereto may be amended only by an agreement in
             writing of the parties hereto.

     15.2    This Contract shall be governed in all respects, including
             validity, interpretation and effect, by the laws of the State of
             Indiana, USA.

     15.3    Any and all disputes arising out of or resulting from this Contract
             shall be submitted to binding, non-appealable arbitration before
             the American Arbitration Association ("AAA") in the City of
             Indianapolis, State of Indiana, in accordance with the Rules of
             Commercial Arbitration of the AAA. All parties to this Contract
             specifically waive their rights to a court or jury trial. Any and
             all disputes arising hereunder where the total financial relief
<PAGE>

             sought is Fifty Thousand Dollars ($50,000) or less shall be
             determined by a single arbitrator, and any and all such disputes
             where the total financial relief sought exceeds Fifty Thousand
             Dollars ($50,000) shall be determined by a panel of three (3)
             arbitrators. The law governing this Contract, including this
             arbitration provision, shall be the law of the State of California,
             and any decision made hereunder shall be made in accordance with
             California law. Any and all disputes regarding the applicability of
             this arbitration provision must be submitted to the Superior Court
             in the State of Indiana, and the parties hereto specifically
             consent to the jurisdiction and venue of said Court.

             In the event that a party submits any matter arising out of or
             resulting from this Contract to the AAA and advances its portion of
             the fees to the AAA in accordance with this Contract, but the other
             party refuses and/or is unwilling to advance its portion of such
             fees when due, then the party advancing such fees shall be entitled
             to submit its case before the AAA, but the non-paying party shall
             not be permitted to appear before the AAA until such time as it has
             paid its share of such fees. Each party hereby irrevocably agrees
             that arbitration hereunder can proceed in such party's absence if
             it is the nonpaying party. In the event that the AAA is not in
             existence at the time a party desires to commence a proceeding
             hereunder, then such arbitration shall proceed in accordance with
             the laws relating to arbitration then in effect in the State of
             Indiana. No discovery shall be permitted unless authorized by the
             AAA.

             Notwithstanding anything to the contrary contained herein, either
             party shall have the right, where appropriate, to seek the
             provisional relief of a temporary restraining order, preliminary
             injunction, writ of attachment and/or writ of possession in any
             court of competent jurisdiction either in the State of Indiana or
             anywhere else in the world where the party seeking such relief
             makes a good faith determination that the nature of the breach is
             such that such immediate relief is required.

             In the event litigation and/or arbitration is utilized to enforce
             any part of this Contract, then the prevailing party in such
             litigation and/or arbitration must be awarded all actual attorneys'
             fees and out-of-pocket costs expended. Attorneys' fees shall mean
             any and all fees paid to any licensed lawyer. Out-of-pocket costs
             shall include filing fees, arbitration fees, travel costs,
             collection costs, subpoena fees, photocopies, fax charges, postage,
             and any and all other out-of-pocket expenses incurred by the
             prevailing party. The term "prevailing party" shall be determined
             by the AAA or, where applicable, any court of competent
             jurisdiction.

     15.4    No waiver or extension of time for performance of any term,
             provision or condition of this Contract, whether by conduct or
             otherwise, in any one or more instances shall be deemed to be
             construed as a further or continuing waiver or extension of any
             such term, provision or condition of this Contract.

     15.5    Any notice, demand or other communication required or permitted to
             be given hereunder shall be in writing, may be delivered personally
             to an officer or designated representative of the party to be
             served or sent by registered mail or sent by facsimile and if sent
<PAGE>

             by facsimile, notices shall be subsequently confirmed in writing
             and delivered personally or by registered mail and shall be deemed
             given when received by the addressee at the addresses given herein.

     15.6    In the event any one or more of the provisions or parts of
             provisions contained in this Contract or any Exhibit or Schedule
             annexed hereto shall for any reason be held to be invalid, illegal
             or unenforceable in any respect in any jurisdiction, such
             invalidity, illegality or unenforceability shall not affect any
             other provision or part of a provision of this Contract or the
             validity or enforceability of such provision or portion thereof in
             any other jurisdiction, but this Contract, or any Exhibit or
             Schedule annexed hereto, shall be reformed and construed in any
             such jurisdiction as if such invalid or illegal or unenforceable
             provision or part of a provision had never been contained herein
             and such provision or party shall be reformed so that it would be
             valid, legal and enforceable to the maximum extent permitted in
             such jurisdiction.

     15.7    This Contract may be executed in more than one counterpart, all of
             which shall be considered one and the same agreement and shall
             become effective when one or more counterparts have been signed by
             each party hereto and delivered to the other party hereto.

     15.8    This Contract shall be binding upon and shall inure to the benefit
             of the parties hereto and their respective permitted successors and
             assigns. Buyer may not assign this Contract or any right hereunder,
             including any guarantee or warranty, without the prior written
             consent of Vendor, which consent Vendor may grant or withhold in
             its sole and absolute discretion.

     15.9    No party to this Contract shall be liable for failure to perform
             any obligation hereunder when such failure is due to fire, flood,
             strikes, labor troubles or other industrial disturbances,
             accidents, war (declared or undeclared), embargoes, blockades,
             legal restrictions, riots, insurrections, or any cause beyond the
             reasonable control of the parties.

     15.10   In the event of any dispute or disagreement between the parties as
             to the meaning or construction of any term or provision of this
             Contract, this original English version shall govern,
             notwithstanding any translation by Buyer, for its own convenience,
             into another language. All dates and/or periods of time specified
             herein shall be computed with reference to the Gregorian Calendar.
             The term "Dollars" and the symbol "$" herein shall mean and refer
             to United States Dollars.

     15.11   The parties hereto agree to execute any and all such further
             agreements, instruments and documents, and to take any and all such
             further action, as may be necessary or desirable to carry into
             effect the purpose and intent of this Contract.

16. Force Majeure

     Except for obligations to make payment, neither party shall be liable to
     the other for any failure of (or delay in performance of) its obligations
<PAGE>

     hereunder due to any cause or circumstance which is beyond its reasonable
     control including, but without limiting the generality of the foregoing,
     any failure or delay caused by strike, lockout, labor shortage,
     unavailability of personnel, fire, explosion, shipwreck, act of God or the
     public enemy, war, riot, interference by the military or governmental
     authorities, or compliance with the laws of the United States or with the
     laws or orders of any other government authority. In the event such
     condition shall extend for a continuous period of six months both parties
     shall meet and agree upon appropriate fair and equitable action to
     safeguard the respective interests of the parties and to make restitution
     where reasonable.

17.  Notices

     Notices may be sent by fax, followed up by a hard copy. Notices shall be
sent to:

     17.1    Buyer:
             Buyer Address:
             Fax:

     17.2   Vendor:
             Perfect Line, Inc.
             Mr. Bill Donaldson
             Chairman/CEO
             5624 West 73rd Street
             Indianapolis, IN 46278
             Fax: 317.298.8924

18.      Payment Instructions

     Payments to be wire transferred to:
             Perfect Line, Inc.
             Huntington National Bank
             201 N. Illinois St.
             Indianapolis, IN 46204
             Contact: Greg Blausey
             Tele:  317.237.2556
             Fax:  317.237.2545
             Account # 01400677074
             ABA # 044000024

IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed as
evidenced by their signature below.

Vendor:       Perfect Line, Inc.,       Buyer:  _____________________,
An Indiana corporation                  a       _____________________
By:           __________________        By:     _____________________
Date:         __________________        Date:   _____________________


<PAGE>


                                   Schedule A
                Race Car System Hardware and software Components

Each Race Car System installation shall consist of the following components:

1. A number of Race Cars each consisting of the following hardware:

         A. Scaled vehicle module containing driver's controls and displays
         B. Projection screen, projection system, and associated image
            generators
         C. Sound system and motion system and associated computers
         D. Networked simulation computer system
         E. Prefabricated environs with safety rails, gates, and projector
            mounts
         F. Car frames, shells, hydraulic pump, and computer rack

2. An electronics suite consisting of:

         A. Race Control system
         B. Safety electronics
         C. "SMS Live" system where multiple TV-style views are fed to a TV
            monitor
         D. Pre-show Training Video and monitor
         E. Race Summary, a system that prints post-race results

3. Associated functional software suites including 6 race tracks:

         A. Indianapolis Motor Speedway
         B. Atlanta Motor Speedway
         C. Daytona International Speedway
         D. Lowe's Motor Speedway
         E. Richmond International Raceway
         F. Bristol Motor Speedway

4. Optional Equipment to include:

         A. Track Official cabinet
         B. Race Results cabinet
         C. Grandstand TV with mounts
         D. 2 speakers

<PAGE>


                                   Schedule B
                            Buyer's Responsibilities

o        Copies of architectural drawings (electronic, if possible) of areas
         within the facility where attraction is to be installed.
o        Theming designs in consultation with Vendor.
o        Building of a themed enclosure to include walls and ceiling to control
         ambient light may be required.
o        Building and fitting out of the general  facility,  ready for
         installation by Vendor,  including,  walls,
         floors, ceilings, HVAC, uninterrupted power supply for the computers
         and projectors, conduits for information cables, lighting (themed and
         working lighting), broadband Internet data line (T1, DSL, cable, or
         equivalent) as approved by Vendor's engineering department, insurance
         and indemnity.
o        Installation support, including qualified technician to support
         Vendor's installation team, qualified electricians for all power
         connections, other specialty site laborer as needed, use of office
         space, telephones, fax machines, etc. and all site services and tools
         such as forklifts, ladders, etc.
o        Attendant personnel. For a 4-car attraction, one attendant is required.
o        Maintenance personnel. Buyer will act as technician, or will have on
         staff or hire on a contract basis, a technician(s) competent to service
         computer-controlled amusement attractions who has been trained directly
         by Vendor or in the future, by another qualified employee. This
         technician is responsible for ongoing basic maintenance and quality
         control.
o        Full access for Vendor's personnel to the site at any time during
         installation, training, maintenance and quality control service trips.
o        All taxes, assessments, permits, and fees will be the sole
         responsibility of the Buyer.
o        Within two (2) weeks of signature of agreement, Buyer shall provide
         Vendor with a copy of any applicable state or local laws, rules or
         regulations governing the operation or use of Race Car Systems that
         impose unique restrictions or obligations that would not be imposed by
         applicable non-statutory standards of reasonable care ("Safety Rules").
         Buyer shall further propose to Vendor in writing the changes it
         believes are necessary to Race Car Systems (if any) so that they
         conform to the Safety Rules. In the event that any Safety Rule requires
         modification of the Racing Cars or customization of the Software that
         increases the expense to Vendor of such item, Buyer shall pay Vendor
         for such modifications or customizations based on Vendor's standard
         time and materials rate in effect at that time. Buyer shall remain
         solely responsible for any failure of the Race Car System to comply
         with all Safety Rules not provided by Buyer to Vendor.