INTERACTIVE MOTORSPORTS & ENTERTAINMENT CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>imecexh10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                  EXHIBIT 10.3

                     FORM OF COMMON SHARES PURCHASE WARRANT

     The transfer of the securities represented by this certificate has not been
registered  under the  Securities Act of 1933, as amended,  or applicable  state
securities laws. These securities have been acquired for investment and not with
a view to distribution  or resale,  except as permitted by applicable law and in
accordance with this legend.

     These securities are subject to restrictions on transferability  and resale
and may not be  transferred  or resold except as permitted  under the Securities
Act of 1933, as amended,  and  applicable  state  securities  laws,  pursuant to
registration or exemption therefrom. The holder of the securities represented by
this  certificate  acknowledges  that it will be required to bear the  financial
risks of this investment for an indefinite period of time.

     By the acceptance  hereof,  the holder agrees that these securities may not
be made  subject to a security  interest,  pledged,  hypothecated  or  otherwise
transferred  without an effective  registration  statement for such shares under
the Securities Act of 1933, as amended,  and applicable state securities laws or
an opinion of counsel reasonably satisfactory to the issuer that registration is
not required under the Securities Act of 1933, as amended,  and applicable state
securities laws.

                         COMMON SHARES PURCHASE WARRANT

                 INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.

                   WARRANT TO PURCHASE _________ COMMON SHARES


     This is to certify that, for value received, ______________________, or its
successors or assigns (the  "Holder"),  is entitled to purchase,  subject to the
provisions of this Common Shares Purchase Warrant ("Warrant"),  from INTERACTIVE
MOTORSPORTS AND ENTERTAINMENT CORP., an Indiana corporation (the "Company"),  at
any time before 5:00 p.m.,  Indianapolis,  Indiana time, on the Expiration Date,
at the Exercise  Price,  _____________  Common  Shares of the Company  ("Warrant
Shares").

     1.   Certain Definitions. As used in this Warrant:

          (a)  "Bridge  Loan"  means the loan of even date  herewith  to Perfect
     Line,  Inc.,  an Indiana  corporation  and  wholly-owned  subsidiary of the
     Company,  in the  aggregate  principal  amount  of  $700,000  under  a Note
     Purchase and Security  Agreement between the Company,  on the one hand, and
     Holder, Tampa Bay Financial, Inc., William R. Donaldson and Erik Risman, on
     the other hand.

          (b) "Common  Shares"  shall mean the common  shares  authorized by the
     Articles of Incorporation of the Company.

          (c) "Exercise Price" shall mean $0.17 per Warrant Share.

          (d) "Expiration Date" means the earlier of: (i) June 30, 2004; or (ii)
     six months following payment of the Bridge Loan in full.
<PAGE>

     2.   Exercise of Warrant; Restrictions.

          (a) This Warrant may be  exercised,  in whole or in part,  at any time
     prior to the Expiration  Date,  subject to the  restrictions and conditions
     specified  herein,  by  presentation  and  surrender of this Warrant to the
     Company at its  principal  office (or such other  office as the Company may
     designate by notice in writing to the Holder),  with the Subscription  Form
     annexed hereto  completed for purchase of the designated  number of Warrant
     Shares,  and duly executed and accompanied by payment of the Exercise Price
     due in connection  with such exercise.  Upon receipt by the Company of this
     Warrant,  in proper form for  exercise,  and upon  payment of the  Exercise
     Price, the Holder shall, on the exercise date specified on the Subscription
     Form, be deemed to be the holder of record of the Warrant  Shares  issuable
     upon such exercise,  notwithstanding  that certificates  representing those
     Warrant  Shares  shall not then be  actually  issued and  delivered  to the
     Holder. As soon as is practicable after any exercise,  or partial exercise,
     of this Warrant and payment of the sum payable upon the  exercise,  and, in
     any event within ten (10) days  thereafter,  the  Company,  at its expense,
     will  cause to be  issued in the name of and  delivered  to the  Holder,  a
     certificate or certificates for the number of fully paid and  nonassessable
     Warrant  Shares to which the Holder  shall be entitled  upon the  exercise,
     along  with  a  warrant  for  any  remaining  Warrant  Shares   purchasable
     hereunder, which otherwise contains the same terms and conditions set forth
     herein.

          (b)  The  Exercise  Price  may be paid  in  cash  or by  certified  or
     cashier's check.

     3.   Representations,  Warranties  and  Covenants of Holder  regarding  the
          Warrant and Warrant Shares.

          (a) Not Registered.  The Holder  acknowledges and understands that the
     Warrant and Warrant Shares have not been, and will not be, registered under
     the Securities Act of 1933, as amended,  or any state  securities laws, and
     are being issued to Holder in reliance upon exemptions  from  registration,
     based,  in  part,  upon  the  representations  of the  Holder  made in this
     Agreement.

          (b) Investment  Intent.  Except to the extent  contemplated under this
     Agreement,  the Holder  represents  and warrants  that it is receiving  the
     Warrant and Warrant  Shares for  investment  purposes  only and for its own
     account  as  principal,  and  not  with  a  view  to,  or  for,  resale  or
     distribution, except as permitted by applicable law.

          (c) Risk. The Holder recognizes that it must bear the economic risk of
     the investment in the Warrant and Warrant  Shares for an indefinite  period
     of time and  acknowledges  that the Warrant  and Warrant  Shares may not be
     sold,  pledged,  hypothecated,   encumbered  or  otherwise  transferred  or
     subjected to a security interest unless such Warrant and Warrant Shares are
     first  registered  under  applicable  federal and state  securities laws or
     unless an exemption from  registration  is available  which is confirmed by
     the issuer's legal counsel prior to transfer thereof.

          (d) Information.  The Holder  represents and warrants that it: (i) has
     received all documents and other information concerning the Company that it
     has  requested  and as a result of its study of the  information  and prior
     overall  experience in financial  matters,  it is properly able to evaluate
     the capital  structure of the Company,  the business of the Company and the
     risks inherent in an investment therein;  (ii) understands that the Warrant
     and Warrant Shares are not liquid and,  except for the Common Shares of the
     Company,  are not traded on any public  exchange  or market;  and (iii) has
     been given the full  opportunity  to obtain any  additional  information or
     documents  from,  and to ask  questions  of,  the  Company's  officers  and
     directors to the extent  necessary to evaluate the merits and risks related
     to the investment in the Company.
<PAGE>

          (e) Legend.  The Holder  acknowledges  and agrees  that the  following
     legend will be placed on each  certificate  representing the Warrant Shares
     and any other  documents  evidencing  ownership  of the Warrant and Warrant
     Shares:

          "The transfer of the securities  represented by this  certificate  has
          not been registered  under the Securities Act of 1933, as amended,  or
          applicable  state securities laws. These securities have been acquired
          for investment and not with a view to distribution  or resale,  except
          as permitted by applicable law and in accordance with this legend.

          These  securities are subject to restrictions on  transferability  and
          resale and may not be transferred or resold except as permitted  under
          the  Securities  Act  of  1933,  as  amended,   and  applicable  state
          securities laws, pursuant to registration or exemption therefrom.  The
          holder of the securities represented by this certificate  acknowledges
          that  it  will  be  required  to  bear  the  financial  risks  of this
          investment for an indefinite period of time.

          By the acceptance  hereof, the holder agrees that these securities may
          not be made subject to a security interest,  pledged,  hypothecated or
          otherwise transferred without an effective  registration statement for
          such  shares  under  the  Securities  Act of  1933,  as  amended,  and
          applicable state  securities laws or an opinion of counsel  reasonably
          satisfactory to the issuer that registration is not required under the
          Securities Act of 1933, as amended,  and applicable  state  securities
          laws."


     4.  Reclassification,  Consolidation,  Merger or Asset Sale. In case of any
reclassification  or change of outstanding  securities issuable upon exercise of
this Warrant,  or in case of any  consolidation or merger of the Company with or
into another  corporation (other than a merger with another corporation in which
the  Company  is the  surviving  corporation  and which  does not  result in any
reclassification  or change other than a change in par value,  or from par value
to no par  value,  or  from no par  value  to par  value,  or a  subdivision  or
combination of outstanding  securities issuable upon exercise of the Warrant) or
in the case of a sale of all or  substantially  all of the Company's  assets (an
"Asset Sale"), the Company,  or the successor  corporation,  as the case may be,
shall,  without payment of any additional  consideration  therefor,  issue a new
Warrant upon surrender of this Warrant,  providing that the Holder thereof shall
have the right to receive for each Common  Share which the Holder  hereof  would
have received upon exercise of this Warrant the kind and amount of shares, other
securities,  money and property receivable upon such  reclassification,  change,
consolidation,  merger or Asset Sale by a holder of one Common Share immediately
prior to such events.  The provisions of this Section 4 shall similarly apply to
successive reclassifications, changes, consolidations, mergers and Asset Sales.
<PAGE>

     5. Subdivision or Combination of Shares. If the Company, while this Warrant
is outstanding, shall subdivide or combine its Common Shares, the Exercise Price
shall be  proportionately  reduced,  in case of subdivision of shares, as at the
effective  date of such  subdivision,  or if the Company  shall take a record of
holders of its Common Stock for the purpose of so subdividing, as at such record
date, whichever is earlier, or shall be proportionately  increased,  in the case
of combination of shares,  as at the effective date of such  combination  or, if
the Company  shall take a record of holders of its Common Shares for the purpose
of so  combining,  as at such  record  date,  whichever  is  earlier.  Upon  any
adjustment in the Exercise Price pursuant to the foregoing provision, the number
of Common Shares  purchasable  hereunder  shall be adjusted,  to the nearest one
hundredth of a whole share, to the product  obtained by multiplying  such number
of shares purchasable immediately prior to such adjustment in the Exercise Price
by a fraction,  the numerator of which shall be the Exercise  Price  immediately
prior to such  adjustment  and the  denominator  of which shall be the  Exercise
Price immediately thereafter.

     6. Adjustments for Dividends in Stock or Other Securities or Property.  If,
at any time while this Warrant or any portion  thereof  remains  outstanding and
unexpired,  the holders of the Company's Common Shares shall have received,  or,
on  or  after  the  record  date  fixed  for  the   determination   of  eligible
shareholders,  shall have become entitled to receive, without payment therefore,
other or additional  stock or other  securities or property (other than cash) of
the  Company by way of dividend  or other  distribution,  then and in each case,
this Warrant shall represent the right to acquire,  in addition to the number of
shares of the security  receivable  upon exercise of this  Warrant,  and without
payment of any additional  consideration  therefore, the amount of such other or
additional  stock or other  securities  or  property  (other  than  cash) of the
Company that such holder would hold on the date of such exercise had it been the
holder of record of the security receivable upon exercise of this Warrant on the
date  hereof and had  thereafter,  during the period from the date hereof to and
including  the date of such  event,  retained  such  shares  and/or all other or
additional  stock or other  securities or property that would have been received
by it as aforesaid during such period,  giving effect to all adjustments  called
for during such period by the provisions of Sections 4-6.

     7.  Reservation  of Shares;  Shares Fully Paid.  The Company  covenants and
agrees that at all times there shall be  authorized  and  reserved  for issuance
upon  exercise of this Warrant such number of Common Shares as shall be required
for issuance  upon  exercise of this  Warrant.  The Company  covenants  that all
Warrant  Shares which may be issued upon the exercise of rights  represented  by
this Warrant will, upon exercise of the rights  represented by this Warrant,  be
fully paid and nonassessable and free from all issue taxes, liens and charges in
respect of the issue  thereof  (other  than  taxes in  respect  of any  transfer
occurring  contemporaneously  with such issue). The Company agrees that issuance
of  certificates  for the Warrant Shares upon the exercise of this Warrant shall
be made  without  charge to the  Holder for any issue or  transfer  tax or other
incidental expense in respect of the issuance of such certificate,  all of which
taxes and expenses, if any, shall be paid by the Company.

     8.  Transfer of Warrant.  The transfer of this Warrant is restricted as set
forth in the legend on page 1 of this  Warrant.  Ownership  of this  Warrant may
only be  transferred  by notation on the books of the Company of the name of the
new owner after presentation of an assignment in the form attached hereto.
<PAGE>


     9.   Piggyback Registration Rights. The Company agrees that:

          (a) The Company will include the Shares underlying this Warrant in any
     registration  statement  filed under the Securities Act of 1933, as amended
     (the "Act"),  in  conformity  with the Act and rules and  regulations  (the
     "Rules  under the Act") of the  Securities  and  Exchange  Commission  (the
     "Commission")  and will  thereafter  use its  best  efforts  to cause  said
     registration  to become  effective  as soon as possible so as to permit the
     holders  of the  underlying  Shares  publicly  to offer or sell the  Shares
     through the  facilities of the  over-the-counter  market or any  securities
     exchange on which the Company's Common Stock may be listed. The Company may
     include  other Shares of its Common Stock in any such  registration  unless
     the underwriter of such offering  advises the Company that the inclusion of
     such other  Shares  would  adversely  affect the market,  in which case the
     Company  shall be entitled to sell its Shares for its own account,  all the
     other shares,  including  Shares under this Warrant as well as other Shares
     which are subject of registration  rights  agreements  shall be included in
     this  registration,  on a pro rata basis to the extent that the underwriter
     advises  the  Company  it  will  not  adversely  affect  the  market.  Such
     registration  relating to the Warrant or the Shares purchased upon exercise
     of the  Warrant  which is  undertaken  pursuant to a request to the Company
     made in accordance  with this  subsection  9(a) shall be solely at the cost
     and expense of the Company.

          (b) If at any time the Company  proposes to register any Shares of its
     Common  Stock  under the Act (other than  securities  being  registered  in
     connection  with an  acquisition  by the Company or pursuant to an employee
     stock option or similar plan), the Company will each such time give written
     notice of its intention to do so to Warrant  Holder and to any other record
     holder or holders of the Warrant or Warrants, as the case may be and permit
     such  Holders to elect to  exercise  its Warrant or  Warrants,  and, if the
     Warrants have been  exercised in whole or in part, to each holder of record
     of the Shares purchased upon such exercise, and on Holder's written request
     given  within  twenty (20) days after  receipt of the  notice,  the Company
     shall use its best  efforts to cause the Shares,  to be  included  with the
     securities  registered under the Act. The Company shall give written notice
     to Holder and to each such  holder or holders of the  proposed  filing of a
     registration  statement at least thirty (30) days prior to such filing, and
     a prompt  written  notice  of the  proposed  filing of  amendments  to such
     registration statement.  Any registration of the Shares which is undertaken
     pursuant  to a  request  to  the  Company  made  in  accordance  with  this
     subsection  9(b) shall be solely at the cost and  expense  of the  Company,
     provided,  however,  that the  Holder  shall be fully  responsible  for any
     underwriters discount or commission applicable to the Holder's Shares.

          (c) The costs and  expenses to be borne by the Company for purposes of
     subsection 9(a) and subsection 9(b) shall include, without limitation,  all
     printing  expenses  (including  a  reasonable  number of  prospectuses  for
     circulation  by the  selling  holders  of the  Shares),  all legal fees and
     disbursements of the Company's counsel, Blue Sky expenses,  accounting fees
     of the  Company,  and filing  fees,  and all  accountable  expenses  of the
     underwriters  or similar  charges  attributable  to the Shares owned by the
     holders  thereof  provided that the holders shall be fully  responsible for
     any underwriter's discount or commission applicable to the Holder's Shares.
     Notwithstanding  the  foregoing,  the Company's  obligation to register the
     Shares  pursuant  to this  Section 9 shall be limited  such  that:  (i) the
     Company  shall  have no  obligation  to  include  Shares in a  registration
     statement  under  the Act to the  extent  that in the  opinion  of  Counsel
     satisfactory to the holder of such Shares,  such holder is then eligible to
     resell such Shares  immediately  under Rule 144 under the Securities Act of
     1933, as amended; (ii) the Company shall be required to register securities
     only if and to the extent  that  holders  seeking to  register  furnish the
     Company with a written  statement of their intention to sell and such other
     information  as the Company may  reasonably  request;  (iii) the  Company's
     obligation  to register  the Shares  pursuant to  subsections  9(a) or 9(b)
     shall expire after the three (3) years  following the date of this Warrant;
     and  (iv) the  Company  shall  not be  obligated  to keep any  registration
     statement  filed in accordance  with this Section 9 effective for more than
     ninety (90) days.
<PAGE>

          (d) To the fullest  extent  permitted  by law,  the Company  agrees to
     indemnify each holder,  and each  underwriter,  of the Shares being sold by
     any such  holder  pursuant to this  Section 9 (and any person who  controls
     such  holder  or  underwriter  within  the  meaning  of  Section  15 of the
     Securities  Exchange Act of 1934,  as amended  against all claims,  losses,
     damages,  liabilities  and  expenses  under  the Act,  the  Securities  and
     Exchange Act of 1934, as amended,  or other Federal or State  statutory law
     or regulation, at common law or otherwise,  insofar as such losses, claims,
     damages, liabilities and expenses (or actions in respect thereof) arise out
     of or are based upon any untrue  statement or alleged  untrue  statement of
     material fact  contained in any  registration  statement  filed pursuant to
     this  Section  9 or  in  any  amendment  thereof,  or  in  any  preliminary
     prospectus or prospector  relating thereto,  or in any amendment thereof or
     supplement thereto, or any omission or alleged omission to state a material
     fact required thereto,  or in any amendment thereof or supplement  thereto,
     or any omission or alleged omission to state a material fact required to be
     stated therein or necessary to make the statements therein, in the light of
     the  circumstances  under which they were made, not  misleading;  provided,
     however,  that the  Company  shall  not be  liable  to any such  holder  or
     underwriter  in respect of any  claims,  losses,  damages,  liabilities  or
     expenses resulting from any untrue statement or alleged untrue statement or
     omission or alleged  omission made in reliance upon and in conformity  with
     written information  furnished to the Company by such holder or underwriter
     specifically  for use in connection  with such  registration  statement and
     prospectus;  and each holder and  underwriter  agrees to indemnify,  to the
     fullest  extent  permitted by law, the  Company,  each person,  if any, who
     controls  the  Company  within  the  meaning of said  Section  15, and each
     Director and Officer of the Company who signs the registration statement in
     question,  against claims, losses, damages,  liabilities and expenses which
     they may incur by reason of any such  untrue  statement  or alleged  untrue
     statement  or omission  or alleged  omission  made in reliance  upon and in
     conformity with written information furnished to the Company by such holder
     or underwriter, as the case may be, specifically for use in connection with
     such registration statement prospectus.

     9. Addresses for Notice. All notices and communications provided for herein
shall be in writing and, except as otherwise specifically provided herein, shall
be deemed given when hand  delivered or sent by  registered  or certified  mail,
return receipt  requested,  or sent by overnight  delivery service  addressed as
follows:  (a) if to the Company,  to Interactive  Motorsports and  Entertainment
Corp.,  5624 West 73rd Street,  Indianapolis,  IN 46278,  Attention:  William R.
Donaldson;  or (b) if to the  Holder,  to the  Holder's  last  known  address as
specified in writing to the Company, from time to time.

     10.  Applicable  Law.  This Warrant  shall be governed by and  construed in
accordance with the internal laws of the State of Indiana.



     IN WITNESS WHEREOF this Common Shares  Purchase  Warrant has been issued as
of March 7, 2003.

                        INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.


                        ------------------------------------------------
                        William R. Donaldson, Chairman




<PAGE>



                                  SUBSCRIPTION

     The  undersigned  ROPART  ASSET  MANAGEMENT  FUND,  LLC,  pursuant  to  the
provisions of the Common Shares Purchase  Warrant dated March 7, 2003,  attached
hereto,  hereby elects to purchase  ____________  Common  Shares of  INTERACTIVE
MOTORSPORTS AND ENTERTAINMENT Corp., an Indiana corporation,  and herewith makes
payment of the Exercise Price for those Common Shares in the aggregate amount of
$-------------.


                            Signature:____________________________

                            Printed:______________________________

                            Title: _______________________________

                            Date:_________________________________




<PAGE>




                                   ASSIGNMENT

     The undersigned,  ROPART ASSET  MANAGEMENT FUND, LLC hereby sells,  assigns
and  transfers  to  the  persons  indicated  below  all  of  the  rights  of the
undersigned  under the Common Shares Purchase Warrant dated March 7, 2003 issued
by INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP., an Indiana corporation, (the
"Warrant"),  a copy of which is attached hereto, with respect to that portion of
Common Shares purchasable under the Warrant as indicated below:


NAME OF ASSIGNEE             ADDRESS              NUMBER OF COMMON SHARES OF
                                                       WARRANT ASSIGNED







                                    --------------------------------
                                    Signature

                                    --------------------------------
                                    Witness


Dated:_______________________________


<PAGE>


                              SCHEDULE IDENTIFYING
                                MATERIAL DETAILS

            Number of Common Shares          Holder

                   2,944,176                 Ropart Asset Management Fund, LLC

                    294,188                  Erik Risman



</TEXT>
</DOCUMENT>
