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EXHIBIT 10.36

PROMISSORY NOTE

$ 35,000.00                                        April 27, 2001

FOR VALUE RECEIVED the undersigned, ULTIMATE SPORTS ENTERTAINMENT, INC.,
(hereinafter referred to as "Borrower"), hereby promises to pay to the order
of Martin Burke, the principal sum of Thirty-five Thousand and 00/100 Dollars,
together with interest at the rate of twenty percent (20%) per annum from the
date hereof until paid.  Interest and principal shall be payable as follows:

(a)     interest at the rate of 1% in excess of the prime commercial loan rate
from time to time announced by The Chase Manhattan Bank, N.A. shall be payable
monthly commencing one month from the date hereof;

(b)     the balance of the interest (20% per annum less any amount paid
pursuant to the foregoing paragraph (a)) shall be paid on the Maturity Date;
and

(c)     the unpaid principal hereof together with any interest  payable
pursuant to the foregoing paragraph (b) shall be paid on July 25, 2001 (the
"Maturity Date")

Maker, and the endorsers of this Note waive demand, notice of non-payment and
protest, and agree, in the event suit shall be brought for the collection
hereof, or the same is collected upon demand of any attorney, to pay
reasonable attorneys' fees for making such collection, which reasonable fees
are agreed to be equal to fifteen (l5%) percent of the then remaining unpaid
balance of principal and interest hereof.  In addition, such parties shall pay
all costs, fees and expenses incurred by the holder of this Note in
preserving, protecting, assembling and realizing upon any and all collateral
securing this Note.

This note is to be construed and enforced according to the laws of the State
of California.  The makers and any endorsers of this note hereby agree that
all actions or proceedings brought hereon may be litigated in Federal or State
Courts located within the aforesaid State and they hereby consent to the
jurisdiction of any such Court.  The maker and any endorsers of this note also
agree to waive the personal service of any and all process upon them and
consent that all such service of process may be made by certified or
registered mail, return receipt requested, directed to them at the addresses
set adjacent to their respective signatures hereon.  Service so made shall be
completed five (5) days after the same has been posted as aforesaid.

The delay or failure of the holder of this Note to exercise any right or
remedy available hereunder or at law or under any agreement securing the
indebtedness evidenced by this Note shall not constitute a waiver of the right
to the later exercise thereof.

If any term, covenant or condition of this Note or of any agreement securing
the indebtedness evidenced hereby or the application thereof to any person or
circumstance shall, to any extent, be held invalid or unenforceable, the
remaining provisions of this Note or of any agreement securing the
indebtedness evidenced hereby or the application of such term, covenant or
condition to persons or circumstances other than those to which such term has
been held invalid or unenforceable shall not be affected thereby.  Each term,
covenant and condition of this Note and of every agreement securing the
indebtedness evidenced hereby shall be valid and enforceable to the full
extent permitted by law.

Anything contained herein to the contrary notwithstanding, in no event shall
Maker or the endorsers hereof by required to pay interest in excess of the
maximum permitted by applicable law.  Any provision hereof requiring any such
payment shall be void and unenforceable.  Any amount which may be paid hereon
as interest in excess of the maximum permitted by applicable law shall be
credited as a reduction in the unpaid principal amount hereof.

ULTIMATE SPORTS ENTERTAINMENT, INC.

                              By:  /s/ Frederic R. Licht
                              Address: 2444 Wilshire Boulevard
                                       Santa Monica, CA 90403

Dated: April 27, 2001
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