EXHIBIT 10.31

THIS WARRANT AND THE UNDERLYING  SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING
SHARES OF COMMON STOCK, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
THEIR  DISTRIBUTION  OR  RESALE,  AND  MAY NOT BE  SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH  SECURITIES
UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

                         CEDRIC KUSHNER PROMOTIONS, INC.
                        WARRANT TO PURCHASE COMMON STOCK

No.                                                                May 28, 2003
                             Void After May 28, 2008

THIS CERTIFIES  THAT, for value  received,  Barry Saxe,  having an address at 35
McDaniel Road, Shady, New York 12490, or his assigns (the "Holder"), is entitled
to subscribe for and purchase at the Exercise Price (defined  below) from CEDRIC
KUSHNER PROMOTIONS,  INC., a Delaware corporation,  with its principal office at
1414 Avenue of the Americas,  Suite 1402, New York, NY 10019 (the "Corporation")
up to Four Hundred Thousand (400,000) shares of common stock, par value $.01 per
share, of the Corporation (the "Common Stock").

1.  Definitions.  AS USED HEREIN,  THE FOLLOWING  TERMS SHALL HAVE THE FOLLOWING
RESPECTIVE MEANINGS:

     (a) "Exercise Period" shall mean the period commencing with the date hereof
and ending five years from the date hereof, unless sooner terminated as provided
below.

     (b)  "Exercise  Price"  shall  mean $.10 per share,  subject to  adjustment
pursuant to Section 5 below.

     (c) "Exercise  Shares" shall mean the shares of Common Stock  issuable upon
exercise of this Warrant.

2. Exercise of Warrant.  THE RIGHTS REPRESENTED BY THIS WARRANT MAY BE EXERCISED
IN WHOLE OR IN PART AT ANY TIME DURING THE EXERCISE  PERIOD,  BY DELIVERY OF THE
FOLLOWING  TO THE  CORPORATION  AT ITS ADDRESS SET FORTH ABOVE (OR AT SUCH OTHER
ADDRESS AS IT MAY DESIGNATE BY NOTICE IN WRITING TO THE HOLDER):

     (a) An executed Notice of Exercise in the form attached hereto;

     (b) Payment of the Exercise Price either in cash or by check; and

     (c) This Warrant.

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     Upon the exercise of the rights  represented by this Warrant, a certificate
or certificates for the Exercise Shares so purchased,  registered in the name of
the Holder or persons  affiliated with the Holder,  if the Holder so designates,
shall be issued and delivered to the Holder  within a reasonable  time after the
rights represented by this Warrant shall have been so exercised.

     The person in whose  name any  certificate  or  certificates  for  Exercise
Shares are to be issued upon  exercise of this  Warrant  shall be deemed to have
become the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such  certificate  or  certificates,  except that, if the date of
such  surrender  and  payment  is a date  when the stock  transfer  books of the
Corporation are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

     Notwithstanding  anything herein to the contrary,  the Holder  acknowledges
and  agrees  that  there  are not  sufficient  shares  of  common  stock  of the
Corporation  authorized  or reserved to issue such shares of common stock of the
Corporation if this Warrant was exercised on the date hereof.  If such number of
shares of common stock of the  Corporation are for any reason  whatsoever  still
not  available to be issued by the  Corporation  at the time of such exercise of
this Warrant, the Corporation shall so issue such shares of common stock as soon
as practicable.

3.       Covenants of the Corporation.

     3.1 Covenants as to Exercise Shares.  The Corporation  covenants and agrees
that all  Exercise  Shares  that may be issued  upon the  exercise of the rights
represented  by  this  Warrant  will,  upon  issuance,  be  validly  issued  and
outstanding,  fully paid and  nonassessable,  and free from all taxes, liens and
charges  with  respect  to the  issuance  thereof.  Subject  to the  immediately
preceding  paragraph,  the  Corporation  further  covenants  and agrees that the
Corporation  will at all times during the Exercise  Period,  have authorized and
reserved,  free from  preemptive  rights,  a sufficient  number of shares of its
Common  Stock to provide  for the  exercise  of the rights  represented  by this
Warrant.  If at any time during the Exercise Period the number of authorized but
unissued  shares of Common Stock shall not be sufficient  to permit  exercise of
this Warrant,  the  Corporation  will take such corporate  action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purposes.

     3.2 No  Impairment.  Except and to the extent as waived or  consented to by
the  Holder,  the  Corporation  will  not,  by  amendment  of  its  Articles  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or  performed  hereunder by the  Corporation,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may be necessary or  appropriate in order to
protect the exercise rights of the Holder against impairment.

     3.3 Notices of Record Date.  In the event of any taking by the  Corporation
of a record  of the  holders  of any  class of  securities  for the  purpose  of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash  dividend  which  is the  same as cash  dividends  paid in  previous
quarters) or other  distribution,  the Corporation  shall mail to the Holder, at
least ten (10) days prior to the date specified  herein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend or
distribution.

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4. Representations of Holder.

     4.1 Acquisition of Warrant for Personal Account.  The Holder represents and
warrants that it is acquiring the Warrant  solely for its account for investment
and not with a view to or for sale or  distribution  of said Warrant or any part
thereof.  The  Holder  also  represents  that the  entire  legal and  beneficial
interests  of the Warrant and  Exercise  Shares the Holder is acquiring is being
acquired for, and will be held for, its account only.

     4.2 Securities Are Not Registered.

     (a) The Holder  understands  that the Warrant and the Exercise  Shares have
not been registered  under the Securities Act of 1933, as amended (the "Act") on
the  basis  that  no  distribution  or  public  offering  of  the  stock  of the
Corporation  is to be  effected.  The  Holder  realizes  that the  basis for the
exemption may not be present if, notwithstanding its representations, the Holder
has a present  intention of acquiring the securities for a fixed or determinable
period in the future,  selling (in connection with a distribution or otherwise),
granting any  participation  in, or otherwise  distributing the securities.  The
Holder has no such present intention.

     (b) The Holder  recognizes that the Warrant and the Exercise Shares must be
held  indefinitely  unless they are subsequently  registered under the Act or an
exemption from such  registration is available.  The Holder  recognizes that the
Corporation  has no obligation to register the Warrant or the Exercise Shares of
the Corporation (except as provided in Section 11 hereof), or to comply with any
exemption from such registration.

     (c) The Holder is aware that  neither the Warrant nor the  Exercise  Shares
may be sold pursuant to Rule 144 adopted under the Act unless certain conditions
are met, including, among other things, the existence of a public market for the
shares,  the  availability  of  certain  current  public  information  about the
Corporation, the resale following the required holding period under Rule 144 and
the number of shares  being sold  during any three  month  period not  exceeding
specified limitations.  Holder is aware that the conditions for resale set forth
in Rule 144 have not been  satisfied and that the  Corporation  presently has no
plans to satisfy these conditions in the foreseeable future.

     4.3 Disposition of Warrant and Exercise Shares.  The Holder understands and
agrees that all  certificates  evidencing  the shares to be issued to the Holder
may bear the following legend:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "ACT").  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
          PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
          STATEMENT AS TO THE SECURITIES  UNDER THE ACT OR AN OPINION OF COUNSEL
          SATISFACTORY  TO  THE  CORPORATION  THAT  SUCH   REGISTRATION  IS  NOT
          REQUIRED.

5.  Adjustment  of Exercise  Price.  In the event of changes in the  outstanding
Common  Stock  of the  Corporation  by  reason  of stock  dividends,  split-ups,
recapitalizations,  reclassifications,  combinations  or  exchanges  of  shares,
separations, reorganizations, liquidations, or the like prior to the exercise of
this  Warrant (or  portion  thereof),  the number and class of shares  available
under the Warrant (or portion  thereof) in the aggregate and the Exercise  Price


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shall be correspondingly  adjusted to give the Holder of the Warrant (or portion
thereof),  on exercise for the same aggregate  Exercise Price, the total number,
class,  and kind of shares as the Holder  would have owned had the  Warrant  (or
portion  thereof) been exercised prior to the event and had the Holder continued
to hold such shares until after the event requiring adjustment. The form of this
Warrant need not be changed  because of any adjustment in the number of Exercise
Shares subject to this Warrant.

6. Fractional  Shares. No fractional shares shall be issued upon the exercise of
this Warrant as a consequence of any adjustment  pursuant  hereto.  All Exercise
Shares  (including  fractions)  issuable  upon  exercise of this  Warrant may be
aggregated for purposes of determining  whether the exercise would result in the
issuance of any  fractional  share.  If, after  aggregation,  the exercise would
result in the issuance of a fractional share, the Corporation  shall, in lieu of
issuance of any  fractional  share,  pay the Holder  otherwise  entitled to such
fraction a sum in cash equal to the product  resulting from multiplying the then
current fair market value of an Exercise Share by such fraction.

7. No  Stockholder  Rights.  This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a stockholder of the Corporation.

8. Transfer of Warrant.  Subject to applicable laws, the restriction on transfer
set  forth on the  first  page of this  Warrant,  this  Warrant  and all  rights
hereunder  are  transferable,  by the  Holder in  person  or by duly  authorized
attorney,  upon  delivery of this  Warrant and the form of  assignment  attached
hereto to any  transferee  designated by Holder.  The  transferee  shall sign an
investment letter in form and substance satisfactory to the Corporation.

9. Lost,  Stolen,  Mutilated  or  Destroyed  Warrant.  If this  Warrant is lost,
stolen,  mutilated  or  destroyed,  the  Corporation  may,  on such  terms as to
indemnity or otherwise as it may reasonably  impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost,  stolen,  mutilated or destroyed.
Any such new Warrant shall constitute an original contractual  obligation of the
Corporation,  whether or not the allegedly lost, stolen,  mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

10.  Notices,  etc. All notices and other  communications  required or permitted
hereunder shall be in writing and shall be sent by telex, telegram, express mail
or other form of rapid communications,  if possible, and if not then such notice
or communication shall be mailed by first-class mail, postage prepaid, addressed
in each case to the party entitled thereto at the following addresses: (a) if to
the Corporation, to Cedric Kushner Promotions, Inc., Attention:  Secretary, 1414
Avenue of the Americas, Suite 1402, New York, NY 10019 and (b) if to the Holder,
35 McDaniel Road,  Shady,  New York 12490, or at such other address as one party
may furnish to the other in writing.  Notice  shall be deemed  effective  on the
date dispatched if by personal delivery,  telecopy,  telex or telegram, two days
after mailing if by express mail, or three days after mailing if by  first-class
mail.

11.  Registration  Rights. If at any time, the Corporation  proposes to register
any of its  securities  under the Securities Act of 1933, as amended (other than
in connection with a demand  registration or an exchange offer or a registration
statement  on Form S-8 or S-4 or any  similar  form  then in effect or any other
unsuitable registration statement),  the Corporation will give written notice by
registered  mail,  at least  thirty  (30) days  prior to the filing of each such
Registration  Statement,  to the  holders  of this  Warrant  and the  securities
issuable   upon  exercise  of  this  Warrant   ("Registrable   Shares")  of  the
Corporation's intention to do so. Upon the written

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request of the Holder  given  within  twenty (20) days after the mailing of such
notice (which request shall state the number of Registrable  Shares  intended to
be sold or disposed  of by the Holder in such  proposed  registration  statement
("Registration   Statement"),   and  shall  describe  the  proposed   method  of
disposition of such Registrable Shares), the Corporation shall afford the Holder
the  opportunity  to  have  such  Registrable   Shares   registered  under  such
Registration Statement at the Corporation's sole cost and expense and at no cost
or expense to such Holder (unless,  in the opinion of counsel to the Corporation
registration  under the  Securities Act is not required for the transfer of such
Registrable Shares in the manner proposed by such Holder).  Notwithstanding  the
preceding  sentence,  in the case of an underwritten  public  offering,  (a) the
Registrable  Shares  included  within  such  Registration   Statement  shall  be
distributed  and/or sold by the  underwriters  of such offering  utilized by the
Corporation  pursuant to the same terms and conditions  applicable to securities
offered by the Corporation,  and (b) in the event the underwriters in respect of
such offering determine that a reduction is necessary in the number of shares to
be  included  therein,  any such  reduction  in the  aggregate  number of shares
included  therein  shall be  achieved,  first,  by a reduction  in the number of
shares proposed for inclusion in such Registration Statement and underwriting by
shareholders  with  registration  subordinate  to  those  of the  Holder.  If an
additional reduction in included shares is still required,  the number of shares
that may be included in the offering by each of the Corporation,  the Holder and
all other  shareholders with  registration  rights of equal priority to those of
the Holder shall be reduced,  on a pro rata basis (based on the number of shares
originally  proposed by such  persons for  inclusion in such  offering),  by the
minimum number of shares necessary to comply with such limitation.

     Notwithstanding  anything to the contrary contained herein, the Corporation
shall  have the  right at any time  after it shall  have  given  written  notice
pursuant  to this  Section  (irrespective  of  whether  a  written  request  for
inclusion of any such  Registrable  Shares shall have been made) to elect not to
file any such proposed Registration Statement, or to withdraw the same after the
filing but prior to the effective date thereof.

     The Corporation  shall pay all costs,  fees and expenses in connection with
any Registration Statement filed pursuant hereto, including, without limitation,
the Corporation's  legal and accounting fees,  printing expenses,  blue sky fees
and expenses  (except for fees and expenses of counsel for any  underwriters  of
the  offering  or counsel to any  holders of  Registrable  Shares to be included
within such Registration Statement and any underwriting or selling commissions).

     The Holder of any  Registrable  Shares agrees not to effect any public sale
or  distribution  (except to  affiliates of the Holder who agree to be similarly
bound), including any sale pursuant to Rule 144 under the Securities Act, of any
Registrable  Shares of the Corporation,  or of any security  convertible into or
exchangeable or exercisable for any Registrable Shares of the Corporation within
thirty (30) days prior  before or ninety (90) days after the  effective  date of
the Registration Statement.

12.  Acceptance.  Receipt  of  this  Warrant  by  the  Holder  shall  constitute
acceptance of and agreement to all of the terms and conditions contained herein.

13.  Governing  Law. This Warrant and all rights,  obligations  and  liabilities
hereunder shall be governed by the laws of the State of New York.

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     IN WITNESS WHEREOF,  the Corporation has caused this Warrant to be executed
by its duly authorized officer as of the date first set forth above.



                                           CEDRIC KUSHNER PROMOTIONS, INC.


                                            By:   /s/Jim DiLorenzo
                                                 -----------------
                                            Name:    Jim DiLorenzo
                                            Title:   Secretary

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<PAGE>
                               NOTICE OF EXERCISE

TO: CEDRIC KUSHNER PROMOTIONS, INC.

(1) The  undersigned  hereby  elects to  purchase  ______________  shares of the
Common Stock of CEDRIC KUSHNER PROMOTIONS,  INC. (the "Corporation") pursuant to
the terms of the attached Warrant,  and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.

(2) Please  issue a  certificate  or  certificates  representing  said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                            ________________________
                                     (Name)

                            ________________________

                            ________________________
                                    (Address)

(3) The undersigned represents that (i) the aforesaid shares of Common Stock are
being acquired for the account of the  undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned  has no present  intention of distributing or reselling such shares;
(ii)  the  undersigned  is  aware  of the  Corporation's  business  affairs  and
financial   condition  and  has  acquired   sufficient   information  about  the
Corporation  to reach an  informed  and  knowledgeable  decision  regarding  its
investment in the  Corporation;  (iii) the  undersigned is experienced in making
investments  of this type and has such knowledge and background in financial and
business  matters that the  undersigned  is capable of evaluating the merits and
risks of this investment and protecting the  undersigned's  own interests;  (iv)
the  undersigned  understands  that the  shares of Common  Stock  issuable  upon
exercise of this Warrant have not been  registered  under the  Securities Act of
1933, as amended (the "Securities  Act"), by reason of a specific exemption from
the registration provisions of the Securities Act, which exemption depends upon,
among other things,  the bona fide nature of the investment  intent as expressed
herein,  and,  because  such  securities  have not  been  registered  under  the
Securities Act, they must be held indefinitely  unless  subsequently  registered
under the Securities Act or an exemption  from such  registration  is available;
(v) the  undersigned is aware that the aforesaid  shares of Common Stock may not
be sold pursuant to Rule 144 adopted  under the  Securities  Act unless  certain
conditions are met and until the  undersigned has held the shares for the number
of years  prescribed by Rule 144, that among the  conditions for use of the Rule
is the availability of current  information to the public about the Corporation;
and (vi) the  undersigned  agrees not to make any disposition of all or any part
of the aforesaid shares of Common Stock unless and until there is then in effect
a  registration  statement  under the  Securities  Act  covering  such  proposed
disposition and such  disposition is made in accordance  with said  registration
statement,  or the undersigned  has provided the Corporation  with an opinion of
counsel  satisfactory to the Corporation,  stating that such registration is not
required.

_________________________________           ____________________________
      (Print Name)                                   (Signature)

Date: ____________________________

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                                 ASSIGNMENT FORM


                    (To  assign the  foregoing  Warrant,  execute  this form and
                    supply  required  information.  Do  not  use  this  form  to
                    purchase shares.)


     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

Name: _____________________________
          (Please Print)

Address: __________________________
          (Please Print)

Dated: _________________

Holder's Signature: _____________________________________

Holder's Address:   _____________________________________

                    _____________________________________

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change  whatever.  Officers of  corporations  and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.


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