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EXHIBIT 10.33
DEBT RESTRUCTURING AGREEMENT

     This Debt Restructuring Agreement (the "Agreement"), entered into this
13th day of August 2001, is by and between Ultimate Sports Entertainment,
Inc., a Delaware corporation (the "Borrower"), and The Orbiter Fund Ltd., a
corporation organized under the laws of Delaware (the "Lender").

RECITALS:

     WHEREAS, on or about October 20, 1999, the parties entered into an
agreement whereby the Lender loaned $600,000 to the Borrower pursuant to a
term sheet dated October 20, 1999 (hereinafter the "Loan Agreement");

     WHEREAS, the original maturity date of the loan was approximately
February 20, 2001;

     WHEREAS, the Borrower was unable to meet the terms and payment conditions
of the Loan Agreement, including the payment of any principal or interest,
and on or about September 1, 2000, the parties amended the Loan Agreement to
extend the maturity date of the loan to October 20, 2000;

     WHEREAS, the Borrower has not been able pay any principal or interest due
on the loan;

     WHEREAS, the parties wish to enter into this agreement to restructure the
repayment of the original loan and to supercede the terms and conditions of
the Loan Agreement, as amended, with this Agreement;

     NOW, THEREFORE, in consideration of the terms and conditions of this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties hereto agree as follows:

     1.     Termination of Loan Agreement.  This Agreement shall and hereby
does terminate the Loan Agreement, as amended, and any and all obligations
required pursuant to the Loan Agreement, as amended, not already performed,
including the payment of principal, interest, or shares of stock of the
Borrower pursuant to the Loan Agreement, or the amendment thereto, are hereby
discharged.

     2.     Repayment Terms of Loan; Issuance of Promissory Note.  Subject to
the terms stated herein, the Borrower shall repay the original loan, together
with any interest and/or penalties thereon, in the manner set forth in the
form of promissory note in the principal amount of $750,000 as attached hereto
as Exhibit "A" and incorporated herein (the "Note").  The Lender hereby
acknowledges receipt from the Borrower of an executed copy of the Note.  Any
inconsistencies between the Note and this Agreement shall be governed by this
Agreement.

     3.     Issuance of Shares.  Simultaneous with the execution of this
Agreement by the Lender, the Borrower shall instruct its transfer agent to
issue and deliver to the Lender 2,500,000 restricted shares of common stock of
the Borrower.

     4.     Representations of the Lender.  The Lender hereby represents and
warrants as follows:

          a.     Accredited Investor Status.  The Lender is an "accredited
investor" as defined in Rule 501 of Regulation D promulgated by the U.S.
Securities and Exchange Commission (the "SEC").

          b.     Restricted Securities.  The Lender understands that the Note
and the shares to be issued to it have not been registered pursuant to the
Securities Act of 1933, or any state securities act, and thus will be
restricted securities as defined in Rule 144 promulgated by the SEC.
Therefore, under current interpretations and applicable rules, it will
probably have to retain such securities for a period of at least one year from
the date of issuance and at the expiration of such one year period its sales
may be confined to brokerage transactions of limited amounts requiring certain
notification filings with the SEC and such disposition may be available only
if the Borrower is current in its filings with the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or other public
disclosure requirements.

          c.     Non-distributive Intent.  The Lender acknowledges that the
securities to be issued to it are received for its own account, for
investment, and not with the present view towards the distribution thereof and
it will not dispose of such securities except (i) pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii) in any other transaction which, in the opinion of
counsel acceptable to the Borrower, is exempt from registration under the
Securities Act, or the rules and regulations of the SEC thereunder, and that
an appropriate legend will be placed upon each of the certificates
representing the securities, and stop transfer instructions shall be placed
with the transfer agent for the securities.

          d.     Access to Information.  The Lender has received and read and
is familiar with the Borrower's SEC reports, and confirms that all documents,
records, and books pertaining to this transaction have been made available to
it.

          e.     Opportunity to Ask Questions.  Representatives of the Lender
have had the opportunity to question and receive answers from representatives
of the Borrower concerning the terms and conditions of this transaction, the
business of the Borrower, and all other matters as deemed relevant to this
transaction.  In addition, the Lender has received all requested additional
information and documents.

          f.     Limitations on Transfer of Securities.  The Lender
acknowledges that it is aware that there are substantial restrictions on the
transferability of the Note and the shares.  Since the securities will not be
registered under the Securities Act or any applicable state securities laws,
the securities may not be, and the Lender agrees that they shall not be,
transferred unless they are registered under the Securities Act and state
securities laws or unless such sale is exempt from such registration under the
Securities Act and any other applicable state securities laws or regulations.
The Lender also acknowledges that it will be responsible for compliance with
all conditions on transfer imposed by any securities administrator of any
state.

     5.     Registration Rights.

          a.     Demands for Registration.

               (i)     Demand Period.  From the date hereof, until the date
which is eighteen months from the date hereof (the "Demand Period"), subject
to the terms and conditions of this Agreement, the Lender will have one
opportunity  (a "Demand Registration"), in addition to other rights enumerated
in this Agreement, to request registration under the Securities Act of all or
part of the shares issued pursuant to this Agreement, together with any shares
issued upon default of the Note (the "Registerable Securities").  The Demand
Registration right shall not be transferrable or assignable by the Lender.

               (ii)     Demand Procedure.

                    (1)     Subject to subparagraph 5(a)(ii)(2) below, during
the Demand Period the Lender may deliver to the Borrower a written request (a
"Demand Registration Request") that the Borrower register any or all such
Demanding Shareholders' Registerable Shares.

                    (2)     The Lender may only make one Demand Registration
Request during the Demand Period.  The Borrower shall only be required to file
one registration statement (as distinguished from supplements or pre-effective
or post-effective amendments thereto) in response to such Demand Registration
Request.

                    (3)     A Demand Registration Request from the Lender
shall (i) set forth the number of Registerable Securities intended to be sold
pursuant to the Demand Registration Request (ii) disclose whether all or any
portion of a distribution pursuant to such registration will be sought by
means of an underwriting, and (iii) identify any managing underwriter or
managing underwriters proposed for the underwritten portion, if any, of such
registration.

                    (4)     The parties anticipate that the registration
contemplated under this Paragraph 5(a) will be accomplished by means of the
filing of a Form SB-2, and that registration on such form will allow for
different means of distribution, including sales by means of an underwriting
as well as sales into the open market.  If the Lender desires to distribute
all or part of the Registerable Securities covered by its request by means of
an underwriting, it shall so advise the Borrower in writing in its Demand
Registration Request.  A determination of whether all or part of the
distribution will be by means of an underwriting shall be made by the Lender.
If all or part of the distribution is to be by means of an underwriting, all
subsequent decisions concerning the underwriting which are to be made by the
Lender pursuant to the terms of this Agreement, which shall include the
selection of the underwriter or underwriters to be engaged and the
representative, if any, of the underwriters so engaged, shall be made by the
Lender, subject to approval by the Board of Directors of the Borrower.

                    (5)     Notwithstanding any other provision of this
Paragraph 5(a), if an underwriter advises the Borrower in writing that
marketing factors require a limitation on the number of shares to be
underwritten, then the number of shares of Registerable Securities that may be
included in the underwriting shall be reduced.

               (iii)     Priority on Request Registration.  The Borrower may
include in any Demand Registration any securities which are not Registerable
Securities without the prior written consent of the Lender.  If a Demand
Registration is an underwritten offering and the managing underwriters advise
the Borrower in writing that in their opinion the number of Registerable
Securities and other securities requested to be included in such offering
exceeds the number of securities that can be sold in an orderly manner in such
offering within a price range acceptable to the Lender, the Borrower will
include in such registration prior to the inclusion of any securities which
are not Registerable Securities the number of shares of Registerable
Securities requested to be included that in the opinion of such underwriters
can be sold in an orderly manner within such acceptable price range.

          b.     Piggyback Registrations

               (i)     Right to Piggyback.  If the Borrower proposes to
undertake an offering of shares of its common stock (the "Common Stock") for
its account or for the account of other stockholders and the registration form
to be used for such offering may be used for the registration of Registerable
Securities (a "Piggyback Registration"), each such time the Borrower will give
prompt written notice to the Lender of its intention to effect such a
registration (each, a "Piggyback Notice") and, subject to subparagraphs
5(b)(iii) and 5(b)(iv) hereof, the Borrower will use its best efforts to cause
to be included in such registration all Registerable Securities with respect
to which the Borrower has received written requests for inclusion therein
within 20 days after the date of sending the Piggyback Notice.    The
Piggyback Registration right shall not be transferrable or assignable by the
Lender.

               (ii)     Priority on Primary Registrations.  If a Piggyback
Registration is an underwritten primary registration on behalf of the
Borrower, and the managing underwriters advise the Borrower in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in an orderly manner within a
price range acceptable to the Borrower, the Borrower will include in such
registration (a) first, the securities the Borrower proposes to sell and (b)
second, the Registerable Securities requested to be included in such
registration and any other securities requested to be included in such
registration that are held by persons other than the Lender pursuant to
registration rights, pro rata among the holders of Registerable Securities and
the holders of such other securities requesting such registration on the basis
of the number of shares of such securities owned by each such holder.

               (iii)     Priority on Secondary Registrations.  If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Borrower's securities other than the Lender (the "Other Holders"), and the
managing underwriters advise the Borrower in writing that in their opinion the
number of securities requested to be included in such registration exceeds the
number that can be sold in a orderly manner in such offering within a price
range acceptable to the Other Holders requesting such registration, the
Borrower will include in such registration (a) first, the securities requested
to be included therein by the Other Holders requesting such registration and
(b) second, the Registerable Securities requested be include in such
resignation hereunder.

               (iv)     Selection of Underwriters.  In the case of an
underwritten Piggyback Registration, the Borrower will have the right to
select the investment banker(s) and managers(s) to administer the offering.

          c.     Registration Procedures.

               (i)     Registration.  Whenever the Lender has requested that
any Registerable Securities be sold pursuant to this Agreement, the Borrower
will use its reasonable best efforts to effect the registration and the sale
of such Registerable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Borrower will as expeditiously
as possible:

                    (1)     Registration Statement.  Prepare and file with the
SEC a registration statement with respect to such Registerable Securities and
use its reasonable best efforts to cause such registration statement to become
effective.

                    (2)     Amendments and Supplements.  Promptly prepare and
file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for the period required by the
intended method of disposition and the terms of this Agreement and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement.

                    (3)     Provisions of Copies.  Promptly furnished to the
Lender the number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the
Registerable Securities.

                    (4)     Blue Sky Laws.  Use its reasonable best efforts to
register or qualify such Registerable Securities under the securities or blue
sky laws of such jurisdiction as the Lender reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable to
enable the Lender to consummate the disposition in such jurisdiction of the
Registerable Securities owned by it, provided, that the Borrower will not be
required to (a) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph; (b)
subject itself to taxation in any such jurisdiction; or (c) consent to general
service of process in any such jurisdiction.

                    (5)     Anti-fraud Rules.  Promptly notify the Lender when
a prospectus relating thereto is required to be delivered under Securities
Act, of the happening of any event as a result of which the prospectus
included in such registration statement contains an untrue statement of a
material fact or omits any material fact necessary to make the statements
therein not misleading, and in such event, at the request of any such seller,
the Borrower will promptly prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registerable Securities, such prospectus will not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading, provided, that the Borrower will not take
any action which causes the prospectus included in such registration statement
to contain an untrue statement of material fact or omit any material fact
necessary to make the statements therein not misleading, except as permitted
by subparagraph 5(c)(v).

                    (6)     Securities Exchange Listing.  Use its reasonable
best efforts to cause all such Registerable Securities to be listed on each
securities exchange on which securities of the same class issued by the
Borrower are then listed and use its reasonable best efforts to qualify such
Registerable Securities for trading on each system on which securities of the
same class issued by the Borrower are then qualified.

                    (7)     Underwriting Agreement.  Enter into such customary
agreements (including underwriting agreements in customary form) and take all
such other actions as the Lender or the underwriters, if any, reasonably
request in order to expedite or facilitate the disposition of the Registerable
Securities.

                    (8)     Due Diligence.  Make available for inspection by
any underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
underwriter, all financial and other records, pertinent corporate documents
and properties of the Borrower, and cause the Borrower's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such underwriter, attorney, accountant or agent in connection
with such registration statement.

                    (9)     Stop Orders.  Promptly notify the Lender of the
threat of issuance by the SEC of any stop order suspending the effectiveness
of the registration statement or the initiation of any proceeding for that
purpose, and make every reasonable effort to prevent the entry of any order
suspending the effectiveness of the registration statement.  In the event of
the issuance of any stop order suspending the effectiveness of a registration
statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any Registerable Securities
included in such registration statement for sale in any jurisdiction, the
Borrower will use its reasonable best efforts promptly to obtain the
withdrawal of such order.

               (ii)     Further Information.  The Borrower may require the
Lender to furnish to the Borrower in writing such information regarding the
proposed distribution by the Lender of such Registerable Securities as the
Borrower may from time to time reasonably request.

               (iii)     Notice to Suspend Offers and Sales.  The Lender
agrees that, upon receipt of any notice from the Borrower of the happening of
any event of the kind described in subparagraphs 5(c)(i)(5) or 5(c)(i)(9)
hereof, the Lender will forthwith discontinue disposition of shares of Common
Stock pursuant to a registration hereunder until receipt of the copies of an
appropriate supplement or amendment to the prospectus under subparagraph
5(c)(i)(5) or until the withdrawal of such order under subparagraph
5(c)(i)(9).

               (iv)     Reference to the Lender.  If any such registration or
comparable statement refers to the Lender by name or otherwise as the holder
of any securities of the Borrower and if, in the Lender's reasonable
judgement, it is or might be deemed to be a controlling person of the
Borrower, the Lender shall have the right to require (a) the insertion therein
of language in form and substance satisfactory to the Lender and the Borrower
and presented to the Borrower in writing, to the effect that the holding by
the Lender of such securities is not to be construed as a recommendation by
the Lender of the investment quality of the Borrower's securities covered
thereby and that such holdings does not imply that the Lender will assist in
meeting any future financial requirements of the Borrower, or (b) in the event
that such reference to the Lender by name or otherwise is not required by the
Securities Act or any similar Federal statute then in force, the deletion of
the reference to the Lender, provided that with respect to this clause (b) the
Lender shall furnish to the Borrower an opinion of counsel to such effect,
which opinion and counsel shall be reasonably satisfactory to the Borrower.

               (v)     Borrower's Ability to Postpone.  Notwithstanding
anything to the contrary contained herein, the Borrower shall have the right
twice in any twelve month period to postpone the filing of any registration
statement under this Agreement or any amendment or supplement thereto for a
reasonable period of time (all such postponements not exceeding 90 days in the
aggregate in any twelve month period) if the Borrower furnishes the Lender a
certificate signed by the president of the Borrower stating that, in the good
faith judgment of the Borrower's Board of Directors, it has determined that
effecting the registration at such time would materially and adversely affect
a material financing, acquisition, disposition of assets or stock, merger or
other comparable transaction, or would require the Borrower to make public
disclosure of information the public disclosure of which would have a material
adverse effect upon the Borrower.

          d.     Registration Expenses.

               (i)     Expense Borne by Borrower.  Except as specifically
otherwise provided in subparagraph 5(d)(ii) hereof, the Borrower will be
responsible for payment of all expenses incident to any Piggyback Registration
and the Lender will be responsible for payment of all expenses incident to any
Demand Registration hereunder.  These expenses shall include, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery
expenses, road show expenses, advertising expenses and fees and disbursements
of counsel for the Borrower and all independent certified public accountants
and other persons retained by the Borrower in connection with such
registration (all such expenses being herein called the "Registration
Expenses").

               (ii)     Expense Borne by the Lender.  The Lender will be
responsible for payment of its own legal fees (if it retains legal counsel
separate from that of the Borrower), underwriting fees and brokerage
discounts, commissions and other sales expenses incident to any registration
hereunder, with any such expenses which are common to selling security holders
divided among the Lender and the Borrower, and holders of the Borrower's
securities other than Registerable Securities to the extent that securities
are being registered on behalf of such persons, pro rata on the basis of the
number of shares being registered on behalf of each such security holder, or
as such security holders may otherwise agree.

          e.     Indemnification Section.

               (i)     Indemnification by Borrower.  The Borrower agrees to
indemnify, to the fullest extent permitted by law, the Lender and each person
who controls (within the meaning of the Securities Act) the Lender against all
loses, claims, damages, liabilities and expenses in connection with defending
against any such losses, claims, damages and liabilities or in connection with
any investigation or inquiry, in each case caused by or based on any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arise out of any violation by the Borrower of any rules or
regulation promulgated under the Securities Act applicable to the Borrower and
relating to action or inaction required of the Borrower in connection with
such registration, except insofar as the same are (i) contained in any
information furnished in writing to the Borrower by the Lender or control
person expressly for use therein; (ii) caused by the Lender's failure to
deliver a copy of the registration statement or prospectus or any amendments
or supplements thereto; or (iii) caused by the Lender's failure to discontinue
disposition of shares after receiving notice from the Borrower pursuant to
subparagraph 5(c)(iii) hereof.  In connection with an underwritten offering,
the Borrower will indemnify such underwriters, their officers and directors
and each person who controls (within the meaning of the Securities Act) such
underwriters at least to the same extent as provided above with respect to the
indemnification of the Lender.

               (ii)     Indemnification by the Lender.  In connection with any
registration statement in which the Lender is participating, the Lender will
furnish to the Borrower in writing such information as the Borrower reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, will indemnify the Borrower,
its directors and officers and each person who controls (within the meaning of
the Securities Act) the Borrower against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue statement
of material fact contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or omission is contained in any information
so furnished in writing by the Lender expressly for use in connection with
such registration; provided that the obligation to indemnify will be limited
to the net amount of proceeds received by the Lender from the sale of
Registerable Securities pursuant to such registration statement.  In
connection with an underwritten offering, the Lender will indemnify such
underwriters, their officers and directors and each person who controls
(within the meaning of the Securities Act) such underwriters at least to the
same extent as provided above with respect to the indemnification of the
Borrower.

               (iii)     Assumption of Defense by Indemnifying Party.  Any
person entitled to indemnification hereunder will (a) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (b) unless in such indemnified party's reasonable judgment
a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party.  If such defense is assumed, the indemnifying party will not be subject
to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld).  An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.

               (iv)     Binding Effect.  The indemnification provided for
under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling person of such indemnified party and will survive the
transfer of securities.  The Borrower also agrees to make such provisions, as
are reasonably requested by any indemnified party, for contribution to such
party in the event the Borrower's indemnification is unavailable for any
reason.  The Lender also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the
event the Lender's indemnification is unavailable for any reason.

          f.     Participation in Underwritten Registrations.  The Lender may
not participate in any registration hereunder which is underwritten unless it
(a) agrees to sell the Registerable Securities on the basis provided in any
underwriting arrangements approved by it or persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

     6.     Effective Date of Agreement.  The effective date of this Agreement
shall be July 31, 2001.

     7.     Miscellaneous Provisions.

          a.     Notices.  All notices, requests, demands, and other
communications required to or permitted to be given under this Agreement shall
be in writing addressed to the other party at the address set forth below and
shall be conclusively deemed to have been duly given when:

     (i)     Hand-delivered to the other party; or

               (ii)     Received when sent by telex or facsimile at the
address and number set forth below; the next business day after same have been
deposited with a national overnight delivery service, shipping prepaid,
addressed to the parties as set forth below with next-business day delivery
guaranteed, provided that the sending party receives a confirmation of
delivery from the delivery service provider; or three business days after
mailing if mailed from within the continental United States by registered or
certified mail, return receipt requested, addressed to the parties as set
forth below.

     The Borrower:       Frederick R. Licht, President
                         Ultimate Sports Entertainment, Inc.
                         2444 Wilshire Boulevard
                         Suite 414
                         Santa Monica, CA  90403
                         Facsimile Number (310) 829-9596

     With copies to:     Ronald N. Vance
                         Attorney at Law
                         57 West 200 South
                         Suite 310
                         Salt Lake City, UT 84101
                         Facsimile Number (801) 359-9310

     The Lender:         Michael Lauer
                         The Orbiter Fund Ltd.
                         Kaya Flamboyan 9
                         Curacao, Netherlands Antilles
                         Facsimile Number _______________

     With copies to:

          b.     Attorneys' Fees.  If any legal action or any arbitration or
other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default, or misrepresentation in connection
with any of the provisions of this Agreement, the successful or prevailing
party or parties will be entitled to recover reasonable attorneys' fees and
other costs incurred in that action or proceeding, in addition to any other
relief to which it or they may be entitled.

          c.     Entire Agreement; Modification; Waiver.  This Agreement
constitutes the entire agreement between or among the parties pertaining to
the subject matter contained in it and supercedes all prior and
contemporaneous agreements, representations, and understandings of the
parties.  No supplement, modification, or amendment of this Agreement will be
binding unless executed in writing by all the parties or the applicable
parties to be bound by such amendment.  No waiver of any of the provisions of
this Agreement will constitute a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver.  No waiver will
be binding unless executed in writing by the party making the waiver.

          d.     Binding on Successors.  This Agreement will be binding on,
and will inure to the benefit of, the parties to it and their respective
heirs, legal representatives, successors, and assigns.

          e.     Representations Survive the Closing.  All representations,
warranties, and covenants of the parties contained herein, or in any
instrument, certificate, opinion, or other writing provided for in it, will
survive Closing.

          f.     Severability.  If any provision of this Agreement is held
invalid or unenforceable by any court of final jurisdiction, it is the intent
of the parties that all other provisions of this Agreement be construed to
remain fully valid, enforceable, and binding on the parties.

          g.     Effect of Headings.  The subject headings of the paragraphs
and subparagraphs of this Agreement are included for convenience only and will
not affect the construction of any of its provisions.

          h.     Word Usage.  Unless the context clearly requires otherwise,
plural and singular numbers will each be considered to include the other.  The
masculine, feminine, and neuter genders will each be considered to include the
others.  "Shall," "will," "must," "agree," and "covenants" are each
mandatory.  "May" is permissive.  "Or" is not exclusive; and "includes" and
"including" are not limiting.

          i.     Counterparts; Facsimile Execution.  This Agreement may be
executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute one instrument.  Delivery of an
executed counterpart of this Agreement by facsimile shall be equally as
effective as delivery of a manually executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by facsimile
also shall deliver a manually executed counterpart of this Agreement, but the
failure to deliver a manually executed counterpart shall not affect the
validity, enforceability, or binding effect of this Agreement.

          j.     Drafting.  This Agreement was drafted with the joint
participation of the parties and/or their legal counsel.  Any ambiguity
contained in this Agreement shall not be construed against any party as the
draftsman, but this Agreement shall be construed in accordance with its fair
meaning.

          k.     Governing Law.  This Agreement and the rights and duties of
the parties hereto shall be construed and determined in accordance with the
laws of the State of California, and any and all actions to enforce the
provisions of this Agreement, shall be brought in a court of competent
jurisdiction in the State of California and in no other place.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.

THE BORROWER:                             Ultimate Sports Entertainment, Inc.

                                   By /s/ Frederick R. Licht
                                          Frederick R. Licht, President

THE LENDER:                               The Orbiter Fund Ltd.

                                   By /s/ Michael Lauer
                                          Michael Lauer, President
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