Exhibit 14.1


                 INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.

                       CODE OF BUSINESS CONDUCT AND ETHICS

The following  code shall apply to  Interactive  Motorsports  and  Entertainment
Corp., an Indiana Corporation, and shall be followed by its employees,  officers
and directors:

CONFLICTS OF INTEREST.

          The company prohibits conflicts of interest.  Any conflict of interest
that occurs  should be reported  directly to the  Company's  CEO. A "conflict of
interest" occurs when an individual's private interest interferes in anyway - or
even  appears to  interfere - with the  interests  of the Company as a whole.  A
conflict situation can arise when an employee, officer or director takes actions
or has  interests  that may make it difficult to perform his or her Company work
objectively and effectively.  Conflicts of interest also arise when an employee,
officer  or  director,  or a  member  of his or her  family,  receives  improper
personal  benefits as a result of his or her position in the Company.  Loans to,
or guarantees of obligations of, such persons are of special concern.


CORPORATE OPPORTUNITIES.

          Employees,  officers and directors are prohibited  from (a) taking for
themselves  personally  opportunities  that are  discovered  through  the use of
Company  property,   information  or  position;   (b)  using  Company  property,
information,  or position for personal gain; and (c) competing with the Company.
Employees,  officers  and  directors  owe a duty to the  Company to advance  its
legitimate interests when the opportunity to do so arises.


CONFIDENTIALITY.

          Employees, officers and directors must maintain the confidentiality of
information  entrusted  to them by the  Company or its  customers,  except  when
disclosure is authorized or legally mandated.  Confidential information includes
all  non-public  information  that  might be of use to  competitors  or might be
harmful to the company or its customers, if disclosed.


FAIR DEALING.

          Each employee, officer and director shall endeavor to deal fairly with
the Company's customers, suppliers, competitors and employees.


PROTECTION AND PROPER USE OF COMPANY ASSETS.

          All  employees,  officers and directors  should  protect the Company's
assets and ensure their  efficient  use.  Theft,  carelessness  and waste have a
direct,  negative  impact on the  Company's  profitability.  All Company  assets
should be used for legitimate business purposes.


COMPLIANCE WITH LAWS, RULES AND REGULATIONS (INCLUDING INSIDER TRADING LAWS).

          Each employee,  officer and director must comply with laws,  rules and
regulations,  including insider trading laws.  Insider trading is both unethical
and illegal, and will be dealt with decisively.


REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR.

          The  Company  encourages  ethical  behavior.  The  Company  encourages
employees to talk to supervisors,  managers or other appropriate  personnel when
in  doubt  about  the  best  course  of  action  in  a   particular   situation.
Additionally,  employees should report violations of laws, rules, regulations or
this  Code  of  Business  Conduct  and  Ethics  to  appropriate  personnel.   No
retaliation for such reports made in good faith will be permitted.