Exhibit 10.56

                                 PROMISSORY NOTE

$250,000                                                       September 1, 2003


     FOR VALUE RECEIVED, Cedric Kushner Promotions, Ltd. ("BORROWER"),  promises
to pay to the order of DeWayne  Layfieled  ("Lender"),  the principal sum of Two
Hundred Fifty Thousand Dollars  ($250,000),  plus interest at the rate provided
for herein on the unpaid  balance of this  Promissory  Note (the  "Note").  The
principal  balance  of this Note will be  payable on the first day of each month
until the Note is fully paid in the following amounts: (i) $1,000 for the period
October 1, 2003 through  January 1, 2004; (ii) $2,000 for the period Feburary 1,
2004  through July 1, 2004;  (iii) $4,000 for the period  August 1, 2004 through
June 1, 2009 (unless the principal amount of this Note is prepaid  sooner).  The
June 2009 payment shall be $2,000.

     The unpaid  principal  amount of this Note shall not bear interest prior to
maturity (whether by acceleration or otherwise). After the maturity of this Note
(whether by acceleration or otherwise) this Note will bear interest at a fifteen
(15%) annual rate.

     NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY<  LENDER  ACKNOWLEDGES AND
AGREES THAT (A) BORROWER IS A PARTY TO AN  AGREEMENT  DATED AS OF MARCH 10, 2003
(AS THEREAFTER AMENDED,  SUPPLEMENTED OR OTHERWISE  MODIFIED,  THE ("AGREEMENT")
BETWEEN BORROWER AND AMERICA  PRESENTS BOXING LLC ("APB),  PURSUANT TO WHICH APB
HAS SOLD AND  ASSIGNED TO  BORROWER,  AMONG OTHER  THINGS,  ITS  INTEREST IN THE
LIBRARY (AS DEFINED THEREIN); (B) THIS NOTE REPRESENTS PART OF THE CONSIDERATION
PAID  FOR THE  LIBRARY;  AND (C)  LENDER'S  UNDER  THIS  NOTE  AND THE  SECURITY
AGREEMENT  (AS  THEREAFTER  AMENDED,  SUPPLEMENTED  OR OTHERWISE  MODIFIED,  THE
("SECURITY  AGREEMENT")  DATED AS OF THE DATE HEREOF BETWEEN BORROWER AND LENDER
ARE SUBJECT TO ANY AND ALL CLAIMS, SUITS,  DEFENSES,  RIGHTS OF SET-OFF OR OTHER
RIGHTS BORROWER HAS OR MAY HAVE AGAINST APB WITH RESPECT TO THE AGREEMENT.

     Borrower  may  prepay  this  note at any time,  in whole,  but not in part,
without prepayment penalty or fee.
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     Borrower  shall make the monthly  payments due to hereunder  not later than
2:00 p.m.  (Central  Standard  Time) on the day when due, in lawful money of the
United States of America (in freely transferable U.S. dollars and in immediately
available  funds), at such place or places identified by Lender by ACH Transfer.
By Written notice to the borrower,  the lender may request Borrower to make such
payment in accordance with such written notice from Lender.

The following shall be events of default  ("Events of Default") under this Note:
(i) the failure to make any  installment of principal on the due date hereof and
such failure  continues for a period of 7 business  days or (ii) default  beyond
any  applicable  grace or cure period on the part of Borrower under the Security
Agreement.

In the Event of Default  occurs  and is not cured  within  any  applicable  cure
period,  Lender may at its option and without  prior notice to the  undersigned,
exercise  any one or more of the  rights  and  remedies  granted by this Note or
given to a creditor under applicable law,  including,  without  limitation,  the
right to accelerate  this Note.  Borrower  agrees that upon the occurrence of an
Event of Default,  Borrower shall pay all reasonable costs and expenses actually
incurred by Lender (including,  without limitation,  reasonable  attorneys' fees
and  disbursements)  incident to the  enforcement,  collection,  protection,  or
preservation  of any right or claim of Lender  under  this Note or the  Security
Agreement,  including  any such fees or costs  incurred in  connection  with any
bankruptcy or insolvency proceeding of Borrower.

All notices  required or permitted under this Note shall be in writing and shall
be deemed to have been delivered upon actual delivery at the addresses  provided
below, or by confirmed  facsimile at the facsimile number provided below.  Ether
party may change its address of facsimile number upon (5) days written notice to
the other party.


If to Lender:               DeWayne Layfied
                            P.O. Box 3829
                            Beaumont TX 77704
                            Telephone No. 409.832.1891

If to Borrower              Cedric Kushner Promotions Ltd.
                            101 Two Holes Of Water Road
                            East Hampton, NY 11937
                            Telephone No. 631.324.3020
                            Facsimile No. 631.329.0984

                            With Copy to:
                            Steven J. Musumeci, Esq.
                            Meister, Seelig & Fein LLP
                            708 Third Avenue - 24th Floor
                            New York, NY 10017
                            Telephone No. 212.655.3599

<PAGE>
     This Note  represents the final  understanding  of Borrower and Lender with
respect to the subject matter contained herein. No provision of this Note may be
amended or waived except in a written  agreement  signed by Borrower and Lender,
except as otherwise  set forth  herein.  No waiver of any provision of this Note
shall  constitute a waiver or consent to any similar or other breach by Borrower
of this Note.


    Borrower (i) waives demand and notice of demand,  9ii) waives  presentiment,
notice of intention to demand, protest and notice of acceleration, and all other
notices  other than as expressly  provided and (iii) agrees that no extension or
indulgence to Borrower or release or  non-enforcement  of any security,  whether
with or without notice, shall affect the obligations of Borrower.

    THIS NOTE SHALL BE CONSTRUED  UNDER AND GOVERNED BY THE LAWS OF THE STATE OF
COLORADO.  THE  PARTIES  CONSENT TO AND AGREE THAT THE  PROVISIONS  OF THIS NOTE
SHALL BE  EXCLUSIVELY  SUBJECT TO BINDING  ARBITRATION  IN DENVER,  COLORADO  IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.

     This Note shall  bind  Borrower  and its  representatives  heirs,  personal
representatives, successors and assigns.

     Lender  acknowledges  that  he has  read  and  understands  the  terms  and
provisions of this Note and that he has and the opportunity to have  independent
counsel or  advisors  explain  the  implications  of this Note and the  parties'
respective rights and obligations hereunder.

     IN WITNESS WHEREOF,  the undersigned has executed this Note this 1st day of
September 2003.


                                   BORROWER:
                                   CEDRIC KUSHNER PROMOTIONS LTD.

                                   By:_________________________________
                                      Name:  Cedric Kushner
                                      Title: Chairman