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EXHIBIT 10.19

         THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE
         UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY
         NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SO REGISTERED
         OR UNLESS IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY, AN EXEMPTION FROM REGISTRATION UNDER ALL SUCH LAWS IS
         AVAILABLE.

               Warrant for the Purchase of Shares of Common Stock

No.  W1                                                         250,000  Shares

         THIS CERTIFIES THAT, for value received, Deborah Fensterheim,
("Holder"), is entitled to subscribe for and purchase from Ultimate Sports
Entertainment, Inc. a Delaware corporation (the "Company"), at any time on
and prior to the Expiration Date, as defined below, two hundred and fifty
thousand fully paid and nonassessable shares (the "Shares") of the Company's
Common Stock, $.001 par value per share (the "Common Stock"), at a price of
two dollars - 00/100 ($2.00) per Share (the "Exercise Price"), subject to the
terms and conditions set forth herein. The term "Holder", as used herein,
shall include the original Holder and any person to whom this Warrant is
transferred in conformity with the terms hereof, and the term "Warrant" shall
mean and include this Warrant and any Warrant or Warrants hereafter issued in
consequence of the exercise or transfer of this Warrant, in whole or in part.

         1. The Expiration Date of this Warrant shall be October 31, 2004,
subject to extension as provided in Section 8(c) below.

         2. This Warrant may be exercised at any time prior to or on the
Expiration Date (the "Exercise Period") as to the whole or any lesser number
of whole Shares by the surrender of this Warrant (with the Form of Election
at the end hereof duly executed) to the Company at its offices located at
2444 Wilshire Boulevard, Santa Monica, California 90403, or such other place
designated by the Company in writing delivered to the Holder, accompanied by
a certified or bank cashier's check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of Shares covered
by such exercise (the "Shares Purchase Price"). Upon any exercise of this
Warrant, in whole or in part, the holder hereof may pay the Shares Purchase
Price with respect to the shares of Common Stock for which this Warrant is
then being exercised (collectively, the "Exercise Shares") by surrendering
its rights to a number of Exercise Shares having a fair market value equal to
or greater than the required aggregate Exercise Price, in which case the
holder hereof would receive the number of Exercise Shares to which it would
otherwise be entitled upon such exercise, less the surrendered shares.

         3. Exercise of this Warrant shall be effective as of the close of
the business day on which the Company has received the last of (a) this
Warrant, (b) a duly executed Election to Purchase, and (c) the Shares
Purchase Price. Upon each exercise of this Warrant, the Holder shall be
deemed to be the holder of record of the Shares issuable upon such exercise.
As soon as

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practicable after each such exercise, the Company shall issue and deliver to
the Holder a certificate or certificates for the Shares issuable upon such
exercise as set forth in Election to Purchase and, if this Warrant should be
exercised in part only, the Company shall execute and deliver a new Warrant
evidencing the right of the Holder to purchase the balance of the Shares
subject to purchase hereunder. The issue of any stock or other certificate
upon the exercise of this Warrant shall be made without charge to the Holder
for any tax in respect of the issue of such certificate.

         4. The Company shall be entitled to treat the Holder as the owner in
fact of this Warrant for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any
other person. Subject to the provisions of Section 8 below, this Warrant
shall be transferable on the books of the Company upon delivery hereof with
the form of Assignment at the end hereof duly completed by the Holder or by
his duly authorized attorney or representative.

         5. The Company shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of this Warrant, such number of Shares as shall, from time
to time, be sufficient therefor.

         6. The Exercise Price shall be subject to adjustment from time to
time as follows:

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

            b. If during the Exercise Period the Company issues or sells any
shares of Common Stock, or grants any options or rights to subscribe for or
to purchase shares of Common Stock, or issues or sells any securities
convertible into or exchangeable for shares of Common Stock, for a
consideration per share of Common Stock less than the Exercise Price in
effect immediately prior to the time of such issuance, sale or grant, the
Exercise Price shall be reduced to a price determined by multiplying the
Exercise Price in effect immediately prior to such issuance by a fraction,
the numerator of which is A + (B / C) and the denominator of which is A + D,
wherein: "A" shall be the number of Outstanding Shares (as defined below)
immediately prior to the subject issuance; "B" shall be the consideration for
the shares, options, warrants, rights or convertible or exchangeable
securities then being issued or other securities then being issued; "C" shall
be the Exercise Price in effect immediately prior to the subject issuance;
and "D" shall be the number of shares then being issued or issuable upon the
exercise of such options,

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warrants, rights or convertible or exchangeable securities. The term
"Outstanding Shares" shall mean the number of shares of Common Stock
outstanding immediately prior to the issuance of securities in respect of
which the adjustment is to be made, plus the number of shares of Common Stock
issuable upon the exercise of any outstanding rights to subscribe for or to
purchase, or the exercise of any other options or warrants for the purchase
of, any shares of Common Stock, or the conversion or exchange of any
securities, convertible into or exchangeable for shares of Common Stock.

            c. If the Company grants any rights to subscribe for or to
purchase or any options or warrants for the purchase of shares of Common
Stock or any securities convertible into or exchangeable for shares of Common
Stock, the adjustment provided for in this Section shall be made at the time
of the issuance of such securities, and the consideration received by the
Company for the shares of Common Stock issuable upon the exercise, conversion
or exchange thereof, for purposes of determining the consideration received
by the Company, shall include (i) any consideration received by the Company
upon the issuance of such securities, and (ii) any consideration to be
received at the time of issuance of shares of Common Stock, without deduction
of any expenses incurred, paid or allowed by the Company in connection
therewith. If any such rights, options, warrants or convertible or
exchangeable securities shall be issued for consideration other than cash,
the amount of the consideration other than cash received by the Company shall
be the fair value thereof.

            d. Upon any change or adjustment in the aggregate consideration
to be received per share of Common Stock upon the exercise or conversion of
any outstanding rights, options, warrants or other securities, or upon the
expiration of the Company's obligation to issue Common Stock upon the
exercise, conversion or exchange of any such securities, the Exercise Price
shall be recomputed by: (i) first, multiplying the Exercise Price in effect
at the time of such event by the reciprocal of the fraction, if any, used to
adjust the Exercise Price at the time of the most recent prior adjustment of
the Exercise Price in respect of such securities, and (ii) second (in the
case of a change or adjustment only) by the figure thus obtained in the
manner provided in paragraph (b) of this Section 6, treating such change or
adjustment as a new issuance of such securities.

            e. Whenever the Exercise Price is adjusted pursuant to this
Section 6, the number of Shares purchasable upon exercise of this Warrant
shall simultaneously be adjusted by multiplying the number of Shares
initially issuable upon exercise of this Warrant by the initial Exercise
Price in effect on the date hereof and dividing the product so obtained by
the Exercise Price, as adjusted.

            f. All calculations under this Section 6 shall be made to the
nearest one-hundredth of a cent and to the nearest whole Share.

         7. a. In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger of consolidation in
which the Company is the continuing or surviving corporation), or in case of
any sale, lease or conveyance to other corporation of the property of the
Company as an entirety or substantially as an entirety, appropriate
provisions shall

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be made so that the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and
other securities, property, cash or any combination thereof receivable upon
such consolidation, merger, sale, lease or conveyance by a holder of the
number of Shares of Common Stock for which this Warrant might have been
exercised immediately prior to such consolidation, merger, consolidation,
sale, lease or conveyance subject to subsequent adjustments which shall be as
nearly equivalent as practicable to the adjustments in Section 6 hereof.

            b. In case of any reclassification or change in the Shares of
Common Stock issuable upon exercise of this Warrant, the Holder shall have
the right thereafter to receive upon exercise of this Warrant solely the kind
and amount of shares of stock and other securities, property, cash or any
combination thereof receivable by the holder of the number of Shares for
which this Warrant might have been exercised immediately prior to such
reclassification or change subject to subsequent adjustments which shall be
as nearly equivalent as practicable to the adjustments in Section 6.

            c. The above provisions of this Section 7 shall similarly apply
to successive reclassification and changes in Shares of Common Stock and to
successive consolidations, mergers, sales or conveyances.

         8. a. Unless registered under the Securities Act of 1933, this
Warrant and Shares or other securities issued upon exercise of this Warrant
shall not be transferred by the Holder unless, in the opinion or counsel
reasonably satisfactory to the Company, an exemption from registration under
applicable securities laws is applicable to such transfer. This Warrant and
Shares and other securities issued upon the exercise of this Warrant shall be
subject to a stop-transfer order and the certificate or certificates
evidencing any such securities shall bear such legend as the Company may deem
necessary or advisable to evidence this restriction.

            b. If the Company shall seek to register any securities of the
Company under the Securities Act of 1933 (except in connection with any stock
option plan, stock purchase plan, savings or similar plan or an acquisition,
merger or exchange of stock, to be registered on Forms S-4, S-8 or any
successor forms under the Securities Act) and if the form of registration
statement proposed may be used for the registration of Shares or other
securities then issuable upon the exercise of this Warrant (hereinafter
referred to, collectively, as "Registrable Securities"), the Company shall
furnish the Holder with at least 30 days prior written notice thereof. At the
written request of a Holder given within 20 days after the receipt of such
notice, the Company will use its best efforts to cause all of the Registrable
Securities for which registration shall have been requested to be included in
such registration statement. If the proposed registration is, in whole or in
part, an underwritten public offering of securities of the Company, and the
managing underwriter of that Offering determines and advises in writing that
the inclusion of Registrable Securities proposed to be included in the
underwritten public offering would interfere with the successful marketing
(including pricing) of the Offering, then the amount of Registrable
Securities to be included in such Registration underwritten public offering
shall be reduced pro rata among all persons requesting registration of
Registrable Securities to a level acceptable to such underwriter, which may
be zero.

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            c. If, prior to December 31, 2000, the Company has not processed
to effectiveness a registration statement under the Securities Act of 1933
covering all Registrable Securities issuable to the Holder upon exercise of
this Warrant and kept such registration current and effective for a period of
at least 120 consecutive days, then the Holder shall have the right, upon
written notice to the Company, and on one occasion only, to have the Company
prepare, file and process to effectiveness a registration statement under the
Securities Act covering the Registrable Securities, and keep that
registration statement current and effective for at least 120 consecutive
days so as to permit the continuous sale of Registrable Securities by the
Holder pursuant thereto. If, for any reason, the Company is unable to or
fails to file and process to effectiveness a registration statement and to
maintain the effectiveness of a registration statement as contemplated
herein, the Expiration Date and Expiration Period shall be extended until a
date which is thirty (30) days after the Company has maintained a
registration statement in effect with respect to Registrable Securities in
conformity with this paragraph.

            d. All expenses of the registration of Registrable Securities
pursuant to this Section 8 shall be borne by the Company, except that Holder
shall bear the cost of any legal or other expenses contracted for by the
Holder, as well as any sales commissions or discounts earned by the
underwriter in respect of the sale of Registrable Securities in any
underwritten offering.

         9. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Warrant and upon surrender and
cancellation of any Warrant if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and
deliver to the Holder thereof a new Warrant of like date, tenor and
denomination.

         10. The Holder of any Warrant shall not have, solely on account of
such status, any rights of a shareholder of the Company, either at law or in
equity, or to any notice of meetings of shareholders or of any other
proceedings of the Company.

         11. This Warrant shall be governed by and construed in accordance
with the laws of the State of incorporation of the Company.

         12. The Company warrants the due authorization, execution and
delivery of this Warrant this 9th day of November, 1999.


(SEAL)                                 Ultimate Sports Entertainment, Inc.

                                       By: /s/ Frederick R. Licht
                                                 President

ATTEST:

By: /s/ Frederick R. Licht
         Secretary


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                              ELECTION TO PURCHASE

The undersigned Holder hereby irrevocable elects to exercise the within
Warrant to purchase ( )* Shares of Common Stock issuable upon the exercise
thereof and requests that certificates for such Shares be issued in
his/her/its name and delivered to him/her/it at the following address:

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Date:
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                                 Signature(s)**

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                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers the within Warrant to the extent of (_________)* Shares purchasable
upon exercise thereof to ______________________________, whose address is
_____________________________________And hereby irrevocable constitute and
appoint ______________________________ his/her/its Attorney to transfer said
Warrant on the book of the Company, with full power of substitution.

Date:
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                                 Signature(s)**

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*   If the Warrant is to be exercised or transferred in its entirety,
    insert the word "All" before "Shares"; otherwise insert the number of
    shares then purchasable on the exercise thereof as to which transferred
    or exercised. If such Warrants shall not be transferred or exercised to
    purchase all shares purchasable upon exercise thereof, that a new
    Warrant to purchase the balance of such shares be issued in the name
    of, and delivered to, the Holder at the address stated below.

**  Signature(s) must confirm exactly to the name(s) of the Holder as set
    forth on the first page of this Warrant.