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EXHIBIT 10.31

PROMISSORY NOTE

$30,000.00               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 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 in 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 (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 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 the note to exercise any
right or remedy available hereunder or at law or under any agreement securing
the indebtedness evidenced by this Note shall note 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 be 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/  Frederick R. Licht
                                       Address: 2444 Wilshire Boulevard
                                       Santa Monica, CA 90403

Dated: April 27, 2001
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