MANAGEMENT AGREEMENT







     This MANAGEMENT AGREEMENT (this "Agreement"), dated as of December 31, 2004

(the  "Effective  Date"),  is entered into by and between  Dolphin Direct Equity

Partners,  LP, a Delaware limited partnership  ("Dolphin"),  Race Car Simulation

Corp.,  a New York  corporation  affiliated  with Dolphin (the  "Company"),  and

Interactive  Motorsports and Entertainment  Corporation,  an Indiana corporation

(together with its subsidiaries, the "Manager").



     WHEREAS,  the Company desires to receive certain  management  services from

the Manager;



     WHEREAS,  the  Manager  desires to provide  such  services  to the  Company

pursuant to the terms of this Agreement;



     WHEREAS,  the  compensation  arrangements  set forth in this  Agreement are

designed to compensate  the Manager for providing  such services to the Company;

and



     WHEREAS,  the Company and the Manager are entering  into an Asset  Purchase

Agreement of even date herewith (the "Asset Purchase Agreement").



     NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter set

forth, the parties hereto agree as follows:



     1. Services.



     (a) The Company  hereby  retains  the  Manager  to, and the Manager  hereby

agrees to be retained to (i) accept and perform, on behalf of the Company,  each

and all of the Company's  obligations  of any kind (other than the obligation to

leave Simulators in place) under all Leases whether now existing or entered into

after the date  hereof,  (ii) if any  Simulators  are not,  at any  time,  being

utilized to generate revenue for the Company, place such Simulators into service

under  Leases with  operators  prior to placing any of its own or any  competing

racecar  simulators  into any such  arrangements;  provided,  however,  that the

Company may reject any such arrangement in its sole  discretion,  and thereafter

the  Manager may place its own or any  competing  racecar  simulators  into such

arrangement  if the terms thereof are no more  favorable to the Manager than the

rejected  terms would have been to the  Company,  (iii) use its best  efforts to

market and negotiate competitive terms for the placement of Simulators, and bear

all costs of relocation  and  refurbishment  of such  Simulators,  (iv) in every

manner maintain, protect and enhance the value of all Simulators and all Leases,

and perform the Company's and the Manager's  obligations under all Leases,  with

the  highest  standard  of care and with the highest  commitment  of  financial,

personnel,  marketing,  time and other resources as Manager applies with respect

to its own racecar simulators and leases or other revenue sharing  arrangements;

(v)  otherwise  advise  the  Company  with  respect  to the  utilization  of all

Simulators, and perform such additional services relating thereto, as reasonably

requested by the Company from time to time, in every case  diligently,  promptly

and at the Manager's sole expense; and (vi) maintain, on terms no less favorable

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to the  Company  and  to the  operators  under  the  Leases  than  the  existing

arrangement, the ability of the Company and to the operators under the Leases to

utilize  the marks  subject  of the  license  agreement  by and  among  National

Association for Stock Car Racing,  Inc. and PL, effective as of June 1, 2001, as

the same may be amended from time to time.



     (b) If the Manager is unable to place any of the Company's  Simulators into

service  pursuant to Section 1(a) within sixty (60) days of such Simulator being

taken out of service, the Company may elect to exchange any such Simulator for a

simulator of the  Company's  choosing  owned by the Manager that has been placed

into a  revenue-generating  arrangement  with a third  party  within the six (6)

month period  immediately  preceding the date that the  Company's  Simulator was

taken out of service.  The Manager  will assign to the Company its rights  under

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