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                                                                   EXHIBIT 10.16


THE WARRANTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE WARRANTS HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT WITH RESPECT TO SUCH WARRANTS, OR AN OPINION OF THE ISSUER'S
COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

            For the Purchase of up to 400,000 Shares of Common Stock,
                                $.0001 Par Value

                                       of

                       GLOBAL SPORTS & ENTERTAINMENT, INC.
                            (a Delaware Corporation)

         THIS CERTIFIES THAT, for value received, KEATING PARTNERS, L.P. (the
"HOLDER"), as registered owner of this Warrant, is entitled to at any time or
from time to time before 5:00 p.m., Nevada time, on August 31, 2004 (the
"EXPIRATION TIME") but not thereafter, to subscribe for, purchase and receive up
to 400,000 fully paid and nonassessable shares of the $.0001 par value common
stock (the "COMMON STOCK"), of GLOBAL SPORTS & ENTERTAINMENT, INC., a Delaware
corporation (the "COMPANY"). The exercise price for such number of shares will
be $1.00 per share. The number of shares of Common Stock deliverable hereunder,
and the price to be paid for a share of Common Stock may be adjusted from time
to time as hereinafter set forth. The shares of Common Stock deliverable
hereunder, as adjusted from time to time, are hereinafter sometimes referred to
as "WARRANT STOCK." The exercise price of a share of Warrant Stock in effect at
any time, and as adjusted from time to time, is hereinafter sometimes referred
to as the "EXERCISE PRICE."

         This Warrant is delivered pursuant to a Debenture Purchase Agreement,
dated August 31, 2001 (the "DEBENTURE PURCHASE AGREEMENT"), between the Company
and the Holder relating to the purchase and sale of a 5% Convertible Debenture
(the "DEBENTURE").

         1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or part
at any time and from time to time after the Recapitalization (as defined in the
Debenture Purchase Agreement) and prior to the Expiration Time by presentation
and surrender of this Warrant and payment by cashier's check of the Exercise
Price for such shares of Warrant Stock to the Company at the principal office of
the Company. If the subscription rights represented hereby are not exercised at
or before the Expiration Time, this Warrant will become and be void without
further force or effect, and all rights represented hereby will cease and
expire. This Warrant may be exercised in accordance with its terms in whole or
in part (payment of a portion of the Exercise Price will proportionately reduce
the number of shares to be issued to the Holder). In the event of the exercise
in part only, the Company will cause to be delivered to the Holder a new Warrant
of like tenor to this Warrant in the name of the Holder evidencing the right of
the Holder to purchase the number of shares of the Warrant Stock purchasable
hereunder as to which this Warrant has not been exercised or assigned.

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         2. RIGHT OF REPURCHASE. The Company may redeem some or all of this
Warrant at a call price of $.01 per Warrant upon 30 days written notice if (i)
the Common Stock is listed for trading on any U.S. exchange, (ii) the last sale
price of the Common Stock on any U.S. exchange has equaled or exceeded $4.00 (as
adjusted from stock splits, combinations and similar recapitalizations) for 20
consecutive trading days, and (iii) the shares of Common Stock underlying the
Warrants are available for immediate resale under Rule 144 under the 1933 Act or
the Company has filed and achieved effectiveness of a registration statement
with the United Stated Securities and Exchange Commission for purposes of
registering the resale of the shares of Common Stock underlying the Warrant.

         3. RIGHTS OF THE HOLDER. Holder will not be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities of the
Company that may at any time be issuable on the exercise hereof for any purpose,
nor will anything contained herein be construed to confer upon the Holder of
this Warrant, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matters submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or to receive dividends
or subscription rights or otherwise until this Warrant has been exercised and
the Warrant Stock issuable upon the exercise hereof has become deliverable as
provided herein.

         4. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SHARES.

                  (a) ADJUSTMENT FOR RECLASSIFICATIONS. If at any time or from
time to time after the issue date the holders of the Common Stock of the Company
(or any shares of stock or other securities at the time receivable upon the
exercise of this Warrant) have received, or, on or after the record date fixed
for the determination of eligible stockholders, have become entitled to receive,
without payment therefore, other or additional stock or other securities or
property (including cash) by way of stock-split, spinoff, reclassification,
combination of shares or similar corporate rearrangement (exclusive of any stock
dividend of its or any subsidiary's capital stock), then and in each such case
the Holder of this Warrant, upon the exercise hereof as provided in Section 1,
will be entitled to receive the amount of stock and other securities and
property which such Holder would hold on the date of such exercise if on the
issue date he had been the holder of record of the number of shares of Common
Stock of the Company called for on the face of this Warrant and had thereafter,
during the period from the issue date, to and including the date of such
exercise, retained such shares and/or all other or additional stock and other
securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period. In the event of
any such adjustment, the Exercise Price will be adjusted proportionately.

                  (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER. In
the event of any reorganization of the Company (or any other corporation the
stock or other securities of which are at the time receivable on the exercise of
this Warrant) after the issue date, or in case, after such date, the Company (or
any such other corporation) consolidates or merges with another corporation
(including any merger in which the Company is the survivor) or conveys all or
substantially all of its assets to another corporation, then and in each such


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case the Holder of this Warrant, upon the exercise hereof as provided in Section
1 at any time after the consummation of such reorganization, consolidation,
merger or conveyance, will be entitled to receive, in lieu of the stock or other
securities and property receivable upon the exercise of this Warrant prior to
such consummation, the stock or other securities or property to which such
Holder would be entitled had the Holder exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided herein; in each such
case, the terms of this Warrant will be applicable to the shares of stock or
other securities or property receivable upon the exercise of this Warrant after
such consummation.

         5. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

                  (a) This Warrant and the Warrant Stock or any other security
issued or issuable upon exercise of this Warrant may not be sold, transferred or
otherwise disposed of except to a person who, in the opinion of counsel for the
Company, is a person to whom this Warrant or such Warrant Stock may legally be
transferred without registration and without the delivery of a current
prospectus under the 1933 Act with respect thereto and then only against receipt
of an agreement of such person to comply with the provisions of this Section 5
with respect to any resale or other disposition of such securities.

                  (b) The Company may cause the following legend to be set forth
on each certificate representing Warrant Stock or any other security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of the
opinion as to any such certificate that such legend is unnecessary:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE
         SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
         TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A
         CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH
         RESPECT TO SUCH SECURITIES, OR AN OPINION OF THE ISSUER'S COUNSEL TO
         THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.

         6. REGISTRATION RIGHTS. The Holder is entitled to "piggy-back"
registration rights with respect to the shares of Common Stock issuable upon
exercise of this Warrant as provided in the Debenture Purchase Agreement.

         7. RESERVATION OF COMMON STOCK, ETC. Upon the effectiveness of the
Recapitalization (as defined in the Debenture Purchase Agreement) there will be
reserved, and the Company will at all times keep reserved, out of the authorized
and unissued shares of Common Stock, a number of shares sufficient to provide
for the exercise of this Warrant.

         8. CONVERTED WARRANT. At its option, the Holder may request pursuant to
this Section 8 that the Company exchange the Warrant or any portion thereof for
a particular number of Warrant Shares by delivering to the Holder, without
payment by the Holder of the exercise price per share of any cash or other
consideration, that number of shares of Common Stock equal to the quotient


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obtained by dividing the Net Value (as hereinafter defined) of the number of
Warrant Shares with respect to which the Warrant is being exercised (the
"CONVERTED WARRANT SHARES") by the Fair Market Value (as determined (i) by
reference to the average of the last sales price, or bid price if there was no
sale, for the 20 most recent trading days if the Common Stock is publicly traded
or (ii) by the Board of Directors acting in good faith if the Common Stock is
not publicly traded) of a single share of Common Stock, determined in each case
as of the close of business on the date of exercise of the Warrant. The "Net
Value" of the Converted Warrant Shares will be determined by subtracting the
aggregate exercise price (per share) of the Converted Warrant Shares from the
aggregate Fair Market Value of the Converted Warrant Shares. All other
provisions of the Warrants will apply to any such exchange of the Warrants
pursuant to the terms of this Section 8.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer on this 19th day of September, 2001.



                                           GLOBAL SPORTS & ENTERTAINMENT, INC.
                                           a Delaware corporation

                                           By:      /S/ DOUGLAS R. MILLER
                                                --------------------------------
                                                   Douglas R. Miller,
                                                   President


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