EXHIBIT 10.3

August 23, 2002


Mr. Cedric Kushner
Cedric Kushner Promotions, Ltd.
1 Montauk Highway
Southampton, NY 11968

Re.  Term Sheet for a Stipulated Judgment

Dear Cedric:

Per our conversation, please find below details of the proposed arrangement
between Cedric Kushner Promotions, Ltd. ("CKP") and [Professional Boxer] with
respect to the repayment of the back-end purse earned in connection with the [a
certain fight in the first quarter of 2002].

     1.   Parties to the Agreement: [Professional Boxer] and CKP.

     2.   The Agreement: A Stipulated Judgment and Stipulated Entry of Judgment
          (referred to herein as the "Agreement") wherein CKP agrees to the
          following terms and conditions:

          (a)  CKP acknowledges that it owes $610,359.30 (referred to herein as
               "Principal"), plus agreed upon interest (referred to herein
               collectively as the "Debt") to [Professional Boxer];

          (b)  CKP shall pay the Debt in full on or before the end of the Term
               as described herein below;

          (c)  CKP agrees to pay 10% as interest on the Principal for a total
               amount of $61,035.93 over the term of the Agreement payable in
               six equal installments on the 31st of each month commencing on
               September 31, 2002 (provided if such day is not a business day
               then the first business thereafter) in the amount of $10,172.65;

          (d)  in the event CKP fails to pay any of the agreed upon payments in
               a timely manner, including interest payments, [Professional
               Boxer] shall have the right, upon 5 business days prior written
               notice ("Notice Period"), to file the Agreement against CKP and
               enforce the full sum of the then outstanding Principal plus
               agreed upon interest, reasonable attorney fees and costs,
               provided that to the extent the applicable payment is made within
               such Notice Period, [Professional Boxer] shall not make such
               filing;

          (e)  CKP waives its right to dispute the Principal and assert any
               remedies at law or in equity against [Professional Boxer] with
               respect to the Principal; and

          (f)  in the event CKP pays as agreed, [Professional Boxer] agrees to
               file a Request for Dismissal with prejudice upon his receipt of
               final payment and [Professional Boxer], for himself, his heirs,
               executors, administrators, representatives, agents, successors,
               and assigns, shall execute a general release in favor of CKP and
               its affiliates.

     3.   Term: The Term of the Agreement shall extend for six (6) months
          commencing on September 31, 2002 and ending on February 28, 2003 at
          which time the entire Debt shall be due in full by wire transfer as
          directed, or as otherwise directed by [Professional Boxer], with
          telephonic acknowledgment to the undersigned;

     4.   Lawsuit: The parties acknowledge that in order for the Agreement to be
          effective and enforceable by the Court, [Professional Boxer] must file
          (but shall not serve upon CKP) a lawsuit (the "Lawsuit") against CKP.
          CKP shall have a right to review the Lawsuit prior to any filing. The
          parties further agree that such Lawsuit shall not breach the spirit of
          this Agreement.

     5.   Charitable Contribution: CKP, at its sole discretion, agrees to make a
          charitable contribution to a charity of [Professional Boxer]'s choice.

     6.   Confidential: The terms of the Agreement shall not be filed with the
          Court unless [Professional Boxer] is required to file the Agreement.
          The parties will keep all terms and conditions of this matter
          (including, without limitation, this Term Sheet, the Lawsuit or the
          Stipulated Entry of Judgment) confidential and will not disclose any
          information concerning this matter to any third party (other than to
          its employees and agents, in their capacity as such, on a need-to-know
          basis) except (i) to the extent necessary to comply with any
          applicable law, rule or regulation or the valid order of a court of
          competent jurisdiction, (ii) as part of normal reporting or review
          procedure to its banks, auditors, attorneys and similar professionals,
          provided that such banks, auditors, attorneys and similar
          professionals agree to be bound by the provisions of this paragraph,
          and (iii) in order to enforce its rights pursuant to this Term Sheet.
          Moreover, the parties agree not to discuss this matter in any open
          forum (e.g. newspapers, radio, television or press conferences).
          [Professional Boxer] acknowledges that any breach of this paragraph 6
          by [Professional Boxer] will cause CKP to suffer substantial injuries
          to its business and that such injuries will be difficult to measure.
          Therefore, for each breach of this paragraph 6, [Professional Boxer]


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          agrees to pay to CKP (or authorizes CKP to set-off from outstanding
          amounts, if applicable) the sum of $35,000 as liquidated damages,
          together with all expenses, including court costs and attorneys fees,
          incurred by CKP in enforcing its rights hereunder, in addition to the
          right to injunctive relief. The terms of this paragraph 6 shall be
          effective and binding as of the date hereof and shall continue to be
          effective until the third anniversary of the end of the Term.

If the foregoing comports with your understanding of the proposed agreement,
please so indicate by signing below. I will then proceed to draft the formal
documents required to effectuate the terms of this agreement.

Should you decide to execute this Term Sheet as a good faith showing of your
desire to move forward as discussed, the terms herein will be binding on both
parties until the actual paperwork has been drafted and executed by all parties.

Very truly yours,

[ATTORNEY FOR PROFESSIONAL BOXER]


/s/ Attorney for Professional Boxer
------------------------------------


ACCEPTED BY AND AGREED TO:

CEDRIC KUSHNER PROMOTIONS, LTD.

/s/ James DiLorenzo
------------------------------------
Authorized Signatory


/s/ Professional Boxer
------------------------------------
[Professional Boxer]