EXHIBIT 10.38

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% PROMISSORY NOTE

$110,000                                                     August 12, 2003

     For value received CEDRIC KUSHNER PROMOTIONS,  INC., a Delaware corporation
("Payor"  or the  "Company")  promises  to pay to  Barry  Saxe,  or its  assigns
("Holder")  the  principal  sum of $110,000  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 sixty (60)
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. To the extent that the Company (or one of its  affiliates)  sells equity
in an amount  equal to or greater than  $2,000,000  in a single  transaction  or
multiple transactions over any two (2) month period, the Company shall repay any
outstanding  amounts  due and owing  under this Note.  Notwithstanding  anything
herein to the contrary,  the Purchaser acknowledges and agrees that, pursuant to
the terms of the Note, in the event the principal  amount of the Note,  together
with accrued but unpaid interest, is not paid on or before October 13, 2003, the
Company  will  assign  proceeds  (in  an  amount  no  greater  than  the  actual
outstanding  principal and accrued  interest  under the Note) from the Company's
next televised HBO

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or Showtime  events;  or Eurosport or and foreign  television  license fees that
occur  after  October  13,  2003 to the  Purchaser  for  such  repayment  of any
outstanding  amounts due and owing under this Note. Such proceeds shall apply to
all CKP premium boxers  including (but not limited to) Jameel  McCline,  Shannon
Briggs,  Michael Grant, Joel Casamayor,  David Tua, Steve Forbes,  Dominic Guinn
and  Attilla  Levin.  Proceeds  shall  be  defined  as any and all net  revenues
received by CKP after customary show expenses, (i.e. fighter purses).

     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,  Cedric Kushner Promotions,  Inc.
1414 Avenue of the Americas,  Suite 1402, New York, NY 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.

(Continued Saxe Promissory Note date August 12, 2003)




                                                CEDRIC KUSHNER PROMOTIONS, INC.


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

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