EXHIBIT 10.28

THIS NOTE (AND ANY  SECURITIES  ISSUED  UPON  CONVERSION  OF THIS NOTE)  OFFERED
HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
THE SECURITIES  LAWS OF CERTAIN STATES AND IS BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THIS
NOTE (AND ANY  SECURITIES  ISSUED  UPON  CONVERSION  OF THIS NOTE) IS SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS  PURSUANT TO  REGISTRATION  OR
EXEMPTION  THEREFROM.  THIS NOTE (AND ANY SECURITIES  ISSUED UPON  CONVERSION OF
THIS NOTE) HAS NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND EXCHANGE
COMMISSION,  ANY STATE SECURITIES  COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING  AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THIS  OFFERING  OR THE  ACCURACY OR ADEQUACY  OF ANY  OFFERING  MEMORANDUM.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                    10% MANDATORY CONVERTIBLE PROMISSORY NOTE

$________                                                   January _____, 2003


     For value received ZENASCENT,  INC., a Delaware corporation ("Payor" or the
"Company") promises to pay to ___________________, or its assigns ("Holder") the
principal sum of $_________ with interest on the outstanding principal amount at
the rate of 10% per annum, compounded annually based on a 365-day year. Interest
with respect to this  promissory  note (the "Note") shall commence with the date
hereof  and shall  continue  on the  outstanding  principal  until paid in full.
Principal and accrued  interest  shall be due one hundred  twenty (120) calendar
days after the date hereof (the "Maturity Date").

     1. All payments of interest and  principal  shall be in lawful money of the
United  States of  America.  All  payments  shall be  applied  first to  accrued
interest and  thereafter to principal.  All payments shall be made to the Holder
at the address set forth in the  questionnaire  to the Note and Warrant Purchase
Agreement (the "Note and Warrant Purchase  Agreement") being entered into by the
Holder and Company of even date herewith.

     2. In the event the  principal  amount of this Note,  together with accrued
but unpaid  interest,  is not paid on or before the Maturity  Date,  the Company
shall  have an  additional  thirty  (30)  calendar  days in which to pay off the
principal and accrued but unpaid interest.  In the event the principal amount of
this Note,  together with accrued but unpaid interest,  is not paid on or before
the one hundred fiftieth (150th) calendar day after the date hereof,  the Holder
shall be  required  to convert the  outstanding  principal  amount of this Note,
together  with  accrued but unpaid  interest,  into that number of shares of the
Company's  common stock equal to the

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outstanding  principal  amount of this Note,  together  with  accrued but unpaid
interest,  divided by eighty-five  percent (85%) of the five day average closing
bid  price of the  Company's  common  stock  for the  five  trading  day  period
immediately  preceding the one hundred  fiftieth  (150th) calendar day after the
date hereof.

     In the event of a  default,  the  Holder  must send  written  notice to the
Company within ten (10) business days following the one hundred fiftieth (150th)
calendar day hereof, and the Company shall deliver the shares of common stock to
the Holder, per Holder's written instructions,  within ten (10) calendar days of
receipt of the Holder's  written  notice.  The common stock shall have piggyback
registration  rights to be included  in the next  registration  statement  to be
filed by the Company.

     Notwithstanding the foregoing, on the date hereof, there are not sufficient
shares of common  stock of the  Company  reserved to issue such shares of common
stock of the  Company if this Note was  converted  on the date  hereof.  If such
number of shares of common  stock of the Company  are for any reason  whatsoever
still not  available to be issued by the Company at the time of such event,  the
Company shall so issue such shares of common stock as soon as practicable.

     3. This Note shall be governed by and construed in accordance with the laws
of the State of New York relating to contracts  entered into and to be performed
wholly within such State.  Each party hereto hereby  irrevocably  submits to the
jurisdiction  of any New York State court or United States Federal court sitting
in New York County over any action or  proceeding  arising out of or relating to
this  Note  or  any  agreement   contemplated  hereby,  and  each  party  hereby
irrevocably  agrees that all claims in respect of such action or proceeding  may
be heard and  determined  in such New York  State or Federal  court.  Each party
hereto  further waives any objection to venue in such State and any objection to
an action or  proceeding in such State on the basis of a  non-convenient  forum.
The Purchaser  further agrees that any action or proceeding  brought against the
Company shall be brought only in New York State or United States  Federal courts
sitting in New York County.  EACH PARTY  HERETO  AGREES TO WAIVE ITS RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     4. Any notices or other  communications  required or  permitted to be given
under the terms of this Note must be in writing  and will be deemed to have been
delivered (a) upon receipt,  when delivered  personally;  (b) upon receipt, when
sent by facsimile  (provided  confirmation  of  transmission  is mechanically or
electronically  generated and kept on file by the sending party); or (c) one (1)
day after deposit with a nationally  recognized  overnight delivery service,  in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

If to the  Company:  Attention:  Jim  DiLorenzo,  Zenascent,  Inc.  58 West 58th
Street,  Suite  24F,  New  York,  New  York  10019  (tel)  212-755-1944,   (fax)
212-755-1989.


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If to Holder:  at the  address  set forth on the  questionnaire  to the Note and
Warrant Purchase  Agreement being entered into by the Holder and Company of even
date herewith

     5. Payor hereby waives demand, notice,  presentment,  protest and notice of
dishonor.

     6. The terms of this Note shall be construed in accordance with the laws of
the  State  of New  York,  as  applied  to  contracts  entered  into by New York
residents  within the State of New York,  which  contracts  are to be  performed
entirely within the State of New York.

     7. Any term of this Note may be amended or waived with the written  consent
of Payor and Holder and is subject to the  provisions  set forth in the Note and
Warrant  Purchase  Agreement,  including,  without  limitation,  the  provisions
concerning  transfer of this Note by the Holder. The Payor may prepay all or any
part of the  principal sum of this Note at any time or from time to time without
penalty at its sole discretion, provided that such principal prepayment shall be
accompanied by all interest then accrued.

                                                   ZENASCENT, INC.


                                                   By: Cedric Kushner
                                                      ---------------
                                                      Cedric Kushner, President