```

EXHIBIT 10.32
CONVERTIBLE PROMISSORY NOTE

$ 200,000.00 July 15, 2001

     FOR VALUE RECEIVED the undersigned, ULTIMATE SPORTS ENTERTAINMENT, INC.,
(hereinafter referred to as "Borrower" or"Maker"), hereby promises to pay to
the order of John Gerard ("Payee"), the principal sum of Two Hundred 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 15, 2002 (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 (15%) 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 New Jersey. The Maker 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.

     The principal amount of this note includes the unpaid balance of $100,000
under a certain note dated August 9, 2000 made by the Borrower to the order of
Payee, plus an additional $100,000 loan being made to the Borrower by Payee
contemporaneously with the execution of this note.

Conversion of Note.

     A.     Optional Conversion. The holder of this note shall have the
option, at any time and from time to time, prior to the date on which the
Borrower makes payment in full of the principal amount of this note in
accordance herewith, all accrued interest thereon and all other amounts due
and payable thereunder, to convert all or any portion of the outstanding
principal amount of this note into shares of common stock ("Common Stock") of
the Borrower, at an initial conversion price per share equal to $.25 (the
"Conversion Price"), subject to adjustment as provided in subsection D below.
The shares of Common Stock issuable upon conversion of this note at the
Conversion Price are referred to herein as the "Conversion Shares".

     B.     Mechanics of Conversion.  Before the holder of this note shall be
entitled to convert this note into shares of Common Stock pursuant to Section
A, such holder shall surrender this note, duly endorsed, at the office of the
Borrower and shall give written notice ("Conversion Notice") to the Borrower
at its principal corporate office, of the election to convert the same and
shall state therein the name or names in which the certificate or certificates
for shares of Common Stock are to be issued. The Borrower shall, as soon as
practicable thereafter, issue and deliver to Payee or to the nominee or
nominees of Payee, a certificate or certificates for the number of shares of
Common Stock to which the Payee shall bo entitled as aforesaid. Conversion
shall be deemed to have been effected on the date when delivery of notice of
an election to convert and surrender the note to be converted is made (the
"Conversion Date"). All Common Stock which may be issued upon conversion of
the note will, upon issuance, be duly issued, fully paid and non-assessable
and free from all taxes, liens, and charges with respect to the issuance
thereof.

     C.     Authorized Shares.  At all times the note is outstanding, the
Borrower shall have authorized and shall have reserved for the purpose of
issuance upon conversion into Common Stock of the note, a sufficient number of
shares of Common Stock to provide for the conversion of the note at the then
effective Conversion Price.  Without limiting the generality of the foregoing,
if, at any time, the Conversion Price is decreased, the number of shares of
Common Stock authorized and reserved for issuance upon the conversion of the
note shall be proportionately increased.

     D.     Anti-Dilution Provisions. The Conversion Price in effect at any
time and the number and kind of securities issuable upon the conversion of the
note shall be subject to adjustment from time to time upon the happening of
certain events as follows:

          (i)     In case the Borrower shall hereafter (i) declare a dividend
or make a distribution on Its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall equal the price determined
by multiplying the Conversion Price by a fraction, the denominator of which
shall be the number of shares of Common Stock outstanding after giving effect
to such action, and the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such action. Such adjustment
shall be made successively whenever any event listed above shall occur.

          (ii)     Whenever the Conversion Price is adjusted pursuant to
Subsection (i) above, the number of Conversion Shares issuable upon conversion
of this note shall simultaneously be adjusted by multiplying the number of
Conversion Shares initially issuable upon conversion of this note by the
Conversion Price in effect on the date hereof and dividing the product so
obtained by the Conversion Price, as adjusted.

          (iii)     No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least five
cents ($0.05) in such price; provided, however, that any adjustments which by
reason of this Subsection (iii) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be
made hereunder. All calculations under this Section D shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.
Anything in this Section D to the contrary notwithstanding, the Borrower shall
be entitled, but shall not be required, to make such changes in the Conversion
Price, in addition to those required by this Section 0, as it shall determine,
in its sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision, reclassification
or combination of Common Stock, hereafter made by the Borrower shall not
result in any Federal Income tax liability to the holders of Common Stock or
securities convertible into Common Stock.

          (iv)     In case of any reorganization, reclassification or change
of the Common Stock (including any such reorganization, reclassification or
change in connection with a consolidation or merger in which the Borrower is
the continuing entity), or any consolidation Of the Borrower with, or merger
of the Borrower with or into, any other entity (other than a consolidation or
merger in which the Borrower is the continuing entity), or of any sale of the
properties and assets of the Borrower as, or substantially as, an entirety to
any other person or entity, this note shall thereafter be convertible into the
kind and amount of stock or other securities or property receivable upon such
reorganization, reclassification, change, consolidation, merger or sale by a
holder of the number of shares of Common Stock into which this note would have
been converted prior to such transaction.

                                   Ultimate Sports Entertainment, Inc.

                                        By: /s/ Frederick R. Licht
                                   Address:     2444 Wilshire  Boulevard
                                                Santa Monica, CA 90403
ENDORSERS:
_______________
Jay Botchman
133 Quail Run Road
Henderson, NV

/s/ Martin J. Burke III
    Martin J. Burke III
    33 Union Square West, Apt. 5R
    New York, NY  10003

As additional collateral security for the payment of the above promissory
note, the undersigned, Martin J. Burke III hereby pledges to the Lender
100,000 shares of common stock of Ultimate Sports Entertainment, Inc.

Dated: July 15, 2001           /s/ Martin J. Burke III
                                   Martin J. Burke III

Addendum

July 25, 2001

With regard to the loan agreement between John Gerard and Ultimate Sports
Entertainment, Inc. dated July 31, 2001, please note the following:

     (a)Ultimate Sports Entertainment, Inc. agrees to pay a minimum of 10%
interest rate on the $200,000 convertible promissory note.

     (b)Payments will be automatically withdrawn from our account on a monthly
basis at a total amount of $1,667.00.

                                   Ultimate Sports Entertainment, Inc.

                                        By: /s/ Frederick R. Licht
                                   Address:     2444 Wilshire  Boulevard
                                                Santa Monica, CA 90403
ENDORSERS:
_______________
Jay Botchman
133 Quail Run Road
Henderson, NV

/s/ Martin J. Burke III
    Martin J. Burke III
    33 Union Square West, Apt. 5R
    New York, NY  10003
```